|
|
ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
56-2405642
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
|
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1001 North Central Avenue, Suite 800
Phoenix, Arizona 85004
|
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(Address of principal executive offices, including zip code)
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Large accelerated filer
|
¨
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Accelerated filer
|
ý
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Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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Page
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|
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September 26,
2015 |
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March 28,
2015 |
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,863
|
|
|
$
|
96,597
|
|
Restricted cash, current
|
9,644
|
|
|
9,997
|
|
||
Accounts receivable, net
|
30,592
|
|
|
26,994
|
|
||
Short-term investments
|
7,999
|
|
|
7,106
|
|
||
Current portion of consumer loans receivable, net
|
22,592
|
|
|
24,073
|
|
||
Current portion of commercial loans receivable, net
|
3,150
|
|
|
2,330
|
|
||
Inventories
|
89,038
|
|
|
75,334
|
|
||
Prepaid expenses and other current assets
|
18,890
|
|
|
14,460
|
|
||
Deferred income taxes, current
|
10,112
|
|
|
8,573
|
|
||
Total current assets
|
284,880
|
|
|
265,464
|
|
||
Restricted cash
|
1,081
|
|
|
1,081
|
|
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Investments
|
24,887
|
|
|
24,813
|
|
||
Consumer loans receivable, net
|
70,550
|
|
|
74,085
|
|
||
Commercial loans receivable, net
|
20,624
|
|
|
15,751
|
|
||
Property, plant and equipment, net
|
53,479
|
|
|
44,712
|
|
||
Goodwill and other intangibles, net
|
80,900
|
|
|
76,676
|
|
||
Total assets
|
$
|
536,401
|
|
|
$
|
502,582
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
19,746
|
|
|
$
|
17,805
|
|
Accrued liabilities
|
97,385
|
|
|
77,076
|
|
||
Current portion of securitized financings and other
|
6,856
|
|
|
6,590
|
|
||
Total current liabilities
|
123,987
|
|
|
101,471
|
|
||
Securitized financings and other
|
56,663
|
|
|
60,370
|
|
||
Deferred income taxes
|
20,637
|
|
|
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 8,890,931 and 8,859,199 shares, respectively
|
89
|
|
|
89
|
|
||
Additional paid-in capital
|
240,126
|
|
|
237,916
|
|
||
Retained earnings
|
95,100
|
|
|
81,645
|
|
||
Accumulated other comprehensive (loss) income
|
(201
|
)
|
|
504
|
|
||
Total stockholders' equity
|
335,114
|
|
|
320,154
|
|
||
Total liabilities and stockholders' equity
|
$
|
536,401
|
|
|
$
|
502,582
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Net revenue
|
$
|
191,964
|
|
|
$
|
139,315
|
|
|
$
|
353,632
|
|
|
$
|
278,479
|
|
Cost of sales
|
152,409
|
|
|
107,718
|
|
|
282,243
|
|
|
215,164
|
|
||||
Gross profit
|
39,555
|
|
|
31,597
|
|
|
71,389
|
|
|
63,315
|
|
||||
Selling, general and administrative expenses
|
26,571
|
|
|
22,270
|
|
|
49,230
|
|
|
44,478
|
|
||||
Income from operations
|
12,984
|
|
|
9,327
|
|
|
22,159
|
|
|
18,837
|
|
||||
Interest expense
|
(965
|
)
|
|
(1,161
|
)
|
|
(1,980
|
)
|
|
(2,337
|
)
|
||||
Other income, net
|
471
|
|
|
534
|
|
|
943
|
|
|
1,142
|
|
||||
Income before income taxes
|
12,490
|
|
|
8,700
|
|
|
21,122
|
|
|
17,642
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
(4,420
|
)
|
|
(3,233
|
)
|
|
(7,667
|
)
|
|
(6,416
|
)
|
||||
Net income
|
$
|
8,070
|
|
|
$
|
5,467
|
|
|
$
|
13,455
|
|
|
$
|
11,226
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
8,070
|
|
|
$
|
5,467
|
|
|
$
|
13,455
|
|
|
$
|
11,226
|
|
Unrealized (loss) gain on available-for-sale securities, net of tax
|
(296
|
)
|
|
(102
|
)
|
|
(705
|
)
|
|
66
|
|
||||
Comprehensive income
|
$
|
7,774
|
|
|
$
|
5,365
|
|
|
$
|
12,750
|
|
|
$
|
11,292
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.91
|
|
|
$
|
0.62
|
|
|
$
|
1.52
|
|
|
$
|
1.27
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.61
|
|
|
$
|
1.49
|
|
|
$
|
1.25
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
8,878,075
|
|
|
8,852,860
|
|
|
8,870,862
|
|
|
8,850,509
|
|
||||
Diluted
|
9,032,652
|
|
|
9,014,523
|
|
|
9,026,224
|
|
|
9,013,426
|
|
|
Six Months Ended
|
||||||
|
September 26,
2015 |
|
September 27,
2014 |
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
13,455
|
|
|
$
|
11,226
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,878
|
|
|
1,921
|
|
||
Provision for credit losses
|
348
|
|
|
(44
|
)
|
||
Deferred income taxes
|
(577
|
)
|
|
3,098
|
|
||
Stock-based compensation expense
|
1,117
|
|
|
1,114
|
|
||
Non-cash interest income, net
|
(1,068
|
)
|
|
(421
|
)
|
||
Incremental tax benefits from option exercises
|
(352
|
)
|
|
(2,916
|
)
|
||
Gain (loss) on sale of property, plant and equipment including assets held for sale, net
|
50
|
|
|
(269
|
)
|
||
Gain on sale of loans and investments, net
|
(3,175
|
)
|
|
(2,753
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
482
|
|
|
(2,359
|
)
|
||
Accounts receivable
|
1,850
|
|
|
(781
|
)
|
||
Consumer loans receivable originated
|
(53,912
|
)
|
|
(53,942
|
)
|
||
Principal payments on consumer loans receivable
|
5,275
|
|
|
7,028
|
|
||
Proceeds from sales of consumer loans
|
56,269
|
|
|
47,881
|
|
||
Inventories
|
1,568
|
|
|
(3,846
|
)
|
||
Prepaid expenses and other current assets
|
(344
|
)
|
|
(1,936
|
)
|
||
Commercial loans receivable
|
(5,731
|
)
|
|
(1,535
|
)
|
||
Accounts payable and accrued liabilities
|
12,685
|
|
|
7,283
|
|
||
Net cash provided by operating activities
|
29,818
|
|
|
8,749
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property, plant and equipment
|
(1,112
|
)
|
|
(937
|
)
|
||
Purchase of certain assets and liabilities of Fairmont Homes and Chariot Eagle
|
(28,121
|
)
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment including assets held for sale
|
34
|
|
|
732
|
|
||
Purchases of investments
|
(7,410
|
)
|
|
(6,124
|
)
|
||
Proceeds from sale of investments
|
5,212
|
|
|
4,962
|
|
||
Net cash used in investing activities
|
(31,397
|
)
|
|
(1,367
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from exercise of stock options
|
741
|
|
|
441
|
|
||
Incremental tax benefits from exercise of stock options
|
352
|
|
|
2,916
|
|
||
Proceeds from secured financings and other
|
865
|
|
|
2,055
|
|
||
Payments on securitized financings
|
(4,113
|
)
|
|
(4,913
|
)
|
||
Net cash (used in) provided by financing activities
|
(2,155
|
)
|
|
499
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(3,734
|
)
|
|
7,881
|
|
||
Cash and cash equivalents at beginning of the period
|
96,597
|
|
|
72,949
|
|
||
Cash and cash equivalents at end of the period
|
$
|
92,863
|
|
|
$
|
80,830
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the year for income taxes
|
$
|
5,459
|
|
|
$
|
4,620
|
|
Cash paid during the year for interest
|
$
|
1,926
|
|
|
$
|
2,106
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Cash related to CountryPlace customer payments to be remitted to third parties
|
$
|
8,037
|
|
|
$
|
8,471
|
|
Cash related to CountryPlace customer payments on securitized loans to be remitted to bondholders
|
1,554
|
|
|
1,425
|
|
||
Cash related to workers' compensation insurance held in trust
|
727
|
|
|
727
|
|
||
Cash related to retail home buyer deposits held in trust
|
53
|
|
|
101
|
|
||
Other restricted cash
|
354
|
|
|
354
|
|
||
|
$
|
10,725
|
|
|
$
|
11,078
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Available-for-sale investment securities
|
$
|
22,455
|
|
|
$
|
21,283
|
|
Non-marketable equity investments
|
10,431
|
|
|
10,636
|
|
||
|
$
|
32,886
|
|
|
$
|
31,919
|
|
|
September 26, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury and government debt securities
|
$
|
1,502
|
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
1,500
|
|
Residential mortgage-backed securities
|
5,311
|
|
|
25
|
|
|
(35
|
)
|
|
5,301
|
|
||||
State and political subdivision debt securities
|
8,015
|
|
|
185
|
|
|
(29
|
)
|
|
8,171
|
|
||||
Corporate debt securities
|
778
|
|
|
—
|
|
|
(3
|
)
|
|
775
|
|
||||
Marketable equity securities
|
6,172
|
|
|
292
|
|
|
(756
|
)
|
|
5,708
|
|
||||
Certificates of deposit
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||
|
$
|
22,778
|
|
|
$
|
503
|
|
|
$
|
(826
|
)
|
|
$
|
22,455
|
|
|
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
|
|
|
September 26, 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
699
|
|
|
$
|
(3
|
)
|
|
$
|
699
|
|
|
$
|
(3
|
)
|
Residential mortgage-backed securities
|
1,257
|
|
|
(8
|
)
|
|
253
|
|
|
(27
|
)
|
|
1,510
|
|
|
(35
|
)
|
||||||
State and political subdivision debt securities
|
1,865
|
|
|
(16
|
)
|
|
1,004
|
|
|
(13
|
)
|
|
2,869
|
|
|
(29
|
)
|
||||||
Corporate debt securities
|
523
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
523
|
|
|
(3
|
)
|
||||||
Marketable equity securities
|
3,368
|
|
|
(687
|
)
|
|
194
|
|
|
(69
|
)
|
|
3,562
|
|
|
(756
|
)
|
||||||
|
$
|
7,013
|
|
|
$
|
(714
|
)
|
|
$
|
2,150
|
|
|
$
|
(112
|
)
|
|
$
|
9,163
|
|
|
$
|
(826
|
)
|
|
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
|
)
|
|
September 26, 2015
|
|
March 28, 2015
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Due in less than one year
|
$
|
1,286
|
|
|
$
|
1,291
|
|
|
$
|
1,804
|
|
|
$
|
1,821
|
|
Due after one year through five years
|
3,456
|
|
|
3,467
|
|
|
2,834
|
|
|
2,844
|
|
||||
Due after five years through ten years
|
4,069
|
|
|
4,037
|
|
|
2,467
|
|
|
2,452
|
|
||||
Due after ten years
|
6,795
|
|
|
6,952
|
|
|
7,439
|
|
|
7,650
|
|
||||
|
$
|
15,606
|
|
|
$
|
15,747
|
|
|
$
|
14,544
|
|
|
$
|
14,767
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Raw materials
|
$
|
27,244
|
|
|
$
|
24,373
|
|
Work in process
|
10,067
|
|
|
7,271
|
|
||
Finished goods and other
|
51,727
|
|
|
43,690
|
|
||
|
$
|
89,038
|
|
|
$
|
75,334
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Loans held for investment (acquired on Palm Harbor Acquisition Date)
|
$
|
73,233
|
|
|
$
|
77,670
|
|
Loans held for investment (originated after Palm Harbor Acquisition Date)
|
5,633
|
|
|
5,005
|
|
||
Loans held for sale
|
9,779
|
|
|
11,903
|
|
||
Construction advances
|
5,206
|
|
|
4,076
|
|
||
Consumer loans receivable
|
93,851
|
|
|
98,654
|
|
||
Deferred financing fees and other, net
|
(709
|
)
|
|
(496
|
)
|
||
Consumer loans receivable, net
|
$
|
93,142
|
|
|
$
|
98,158
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
|
(in thousands)
|
||||||
Consumer loans receivable held for investment – contractual amount
|
$
|
179,261
|
|
|
$
|
192,523
|
|
Purchase discount
|
|
|
|
||||
Accretable
|
(70,450
|
)
|
|
(73,202
|
)
|
||
Non-accretable
|
(35,241
|
)
|
|
(41,305
|
)
|
||
Less consumer loans receivable reclassified as other assets
|
(337
|
)
|
|
(346
|
)
|
||
Total acquired consumer loans receivable held for investment, net
|
$
|
73,233
|
|
|
$
|
77,670
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||
Prepayment rate
|
13.1
|
%
|
|
12.6
|
%
|
Default rate
|
1.3
|
%
|
|
1.7
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Balance at the beginning of the period
|
$
|
70,261
|
|
|
$
|
74,794
|
|
|
$
|
73,202
|
|
|
$
|
77,737
|
|
Accretion
|
(2,685
|
)
|
|
(2,849
|
)
|
|
(5,436
|
)
|
|
(5,744
|
)
|
||||
Reclassifications from non-accretable discount
|
2,874
|
|
|
3,356
|
|
|
2,684
|
|
|
3,308
|
|
||||
Balance at the end of the period
|
$
|
70,450
|
|
|
$
|
75,301
|
|
|
$
|
70,450
|
|
|
$
|
75,301
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||
Weighted average contractual interest rate
|
9.08
|
%
|
|
9.10
|
%
|
Weighted average effective interest rate
|
9.41
|
%
|
|
9.27
|
%
|
Weighted average months to maturity
|
174
|
|
|
178
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Direct loans receivable
|
$
|
21,926
|
|
|
$
|
15,802
|
|
Participation loans receivable
|
1,958
|
|
|
2,352
|
|
||
Allowance for loan loss
|
(110
|
)
|
|
(73
|
)
|
||
|
$
|
23,774
|
|
|
$
|
18,081
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||
Weighted average contractual interest rate
|
6.9
|
%
|
|
6.5
|
%
|
Weighted average months to maturity
|
8
|
|
|
6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Balance at beginning of period
|
$
|
82
|
|
|
$
|
128
|
|
|
$
|
73
|
|
|
$
|
139
|
|
Provision for inventory finance credit losses
|
28
|
|
|
6
|
|
|
37
|
|
|
(5
|
)
|
||||
Loans charged off, net of recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
110
|
|
|
$
|
134
|
|
|
$
|
110
|
|
|
$
|
134
|
|
|
Direct Commercial Loans
|
|
Participation Commercial Loans
|
||||||||||||
|
September 26,
2015 |
|
March 28,
2015 |
|
September 26,
2015 |
|
March 28,
2015 |
||||||||
Inventory finance notes receivable:
|
|
|
|
|
|
|
|
||||||||
Collectively evaluated for impairment
|
$
|
10,970
|
|
|
$
|
7,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Individually evaluated for impairment
|
10,956
|
|
|
8,573
|
|
|
1,958
|
|
|
2,352
|
|
||||
|
$
|
21,926
|
|
|
$
|
15,802
|
|
|
$
|
1,958
|
|
|
$
|
2,352
|
|
Allowance for loan loss:
|
|
|
|
|
|
|
|
||||||||
Collectively evaluated for impairment
|
$
|
(110
|
)
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Individually evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
(110
|
)
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Direct Commercial Loans
|
|
Participation Commercial Loans
|
||||||||||||
|
September 26,
2015 |
|
March 28,
2015 |
|
September 26,
2015 |
|
March 28,
2015 |
||||||||
Risk profile based on payment activity:
|
|
|
|
|
|
|
|
||||||||
Performing
|
$
|
21,852
|
|
|
$
|
15,728
|
|
|
$
|
1,958
|
|
|
$
|
2,352
|
|
Watch list
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Nonperforming
|
74
|
|
|
74
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
21,926
|
|
|
$
|
15,802
|
|
|
$
|
1,958
|
|
|
$
|
2,352
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Property, plant and equipment, at cost:
|
|
|
|
||||
Land
|
$
|
22,571
|
|
|
$
|
21,197
|
|
Buildings and improvements
|
30,623
|
|
|
24,288
|
|
||
Machinery and equipment
|
19,296
|
|
|
16,772
|
|
||
|
72,490
|
|
|
62,257
|
|
||
Accumulated depreciation
|
(19,011
|
)
|
|
(17,545
|
)
|
||
Property, plant and equipment, net
|
$
|
53,479
|
|
|
$
|
44,712
|
|
|
September 26,
2015 |
||
Land
|
$
|
92
|
|
Buildings and improvements
|
2,033
|
|
|
|
2,125
|
|
|
Accumulated amortization
|
(28
|
)
|
|
Leased assets, net
|
$
|
2,097
|
|
2016
|
$
|
150
|
|
2017
|
289
|
|
|
2018
|
277
|
|
|
2019
|
265
|
|
|
2020
|
253
|
|
|
Thereafter
|
1,721
|
|
|
Total remaining lease payments
|
2,955
|
|
|
Less: Amount representing interest
|
(867
|
)
|
|
Present value of future minimum lease payments
|
$
|
2,088
|
|
|
September 26, 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
|
|
|
(5,257
|
)
|
|
2,843
|
|
|
6,200
|
|
|
(5,027
|
)
|
|
1,173
|
|
||||||
Other
|
$
|
1,384
|
|
|
$
|
(541
|
)
|
|
$
|
843
|
|
|
$
|
1,274
|
|
|
$
|
(467
|
)
|
|
$
|
807
|
|
Total goodwill and other intangible assets
|
$
|
86,698
|
|
|
$
|
(5,798
|
)
|
|
$
|
80,900
|
|
|
$
|
82,170
|
|
|
$
|
(5,494
|
)
|
|
$
|
76,676
|
|
|
September 26,
2015 |
|
March 28, 2015
|
||||
Salaries, wages and benefits
|
$
|
17,861
|
|
|
$
|
16,186
|
|
Unearned insurance premiums
|
14,417
|
|
|
13,556
|
|
||
Customer deposits
|
14,148
|
|
|
13,435
|
|
||
Estimated warranties
|
12,805
|
|
|
9,953
|
|
||
Accrued volume rebates
|
7,342
|
|
|
3,266
|
|
||
Company repurchase option on certain loans sold
|
4,947
|
|
|
2,063
|
|
||
Accrued insurance
|
4,271
|
|
|
3,068
|
|
||
Insurance loss reserves
|
3,362
|
|
|
1,774
|
|
||
Accrued taxes
|
2,968
|
|
|
1,089
|
|
||
Deferred margin
|
2,472
|
|
|
2,398
|
|
||
Capital lease obligation
|
2,088
|
|
|
—
|
|
||
Reserve for repurchase commitments
|
1,653
|
|
|
2,240
|
|
||
Other
|
9,051
|
|
|
8,048
|
|
||
|
$
|
97,385
|
|
|
$
|
77,076
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Balance at beginning of period
|
$
|
11,057
|
|
|
$
|
9,388
|
|
|
$
|
9,953
|
|
|
$
|
9,262
|
|
Purchase accounting additions
|
—
|
|
|
—
|
|
|
1,111
|
|
|
—
|
|
||||
Charged to costs and expenses
|
5,970
|
|
|
3,072
|
|
|
10,235
|
|
|
6,250
|
|
||||
Payments and deductions
|
(4,222
|
)
|
|
(3,067
|
)
|
|
(8,494
|
)
|
|
(6,119
|
)
|
||||
Balance at end of period
|
$
|
12,805
|
|
|
$
|
9,393
|
|
|
$
|
12,805
|
|
|
$
|
9,393
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Acquired securitized financings (acquired as part of the Palm Harbor transaction)
|
|
|
|
||||
Securitized financing 2005-1
|
$
|
28,391
|
|
|
$
|
29,469
|
|
Securitized financing 2007-1
|
30,559
|
|
|
33,461
|
|
||
Other secured financings
|
4,569
|
|
|
4,030
|
|
||
Total securitized financings and other, net
|
$
|
63,519
|
|
|
$
|
66,960
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Securitized financings – contractual amount
|
$
|
72,943
|
|
|
$
|
75,058
|
|
Purchase discount
|
|
|
|
||||
Accretable
|
(13,993
|
)
|
|
(12,128
|
)
|
||
Non-accretable (1)
|
—
|
|
|
—
|
|
||
Total acquired securitized financings, net
|
$
|
58,950
|
|
|
$
|
62,930
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Balance at the beginning of the period
|
$
|
10,741
|
|
|
$
|
14,268
|
|
|
$
|
12,128
|
|
|
$
|
15,199
|
|
Accretion
|
(741
|
)
|
|
(1,034
|
)
|
|
(1,553
|
)
|
|
(2,095
|
)
|
||||
Adjustment to cash flows
|
3,993
|
|
|
1,908
|
|
|
3,418
|
|
|
2,038
|
|
||||
Balance at the end of the period
|
$
|
13,993
|
|
|
$
|
15,142
|
|
|
$
|
13,993
|
|
|
$
|
15,142
|
|
|
Three Months Ended
|
||||||||||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||||||||||
|
Written
|
|
Earned
|
|
Written
|
|
Earned
|
||||||||
Direct premiums
|
$
|
3,549
|
|
|
$
|
3,664
|
|
|
$
|
3,188
|
|
|
$
|
3,190
|
|
Assumed premiums—nonaffiliate
|
5,476
|
|
|
5,295
|
|
|
4,951
|
|
|
4,641
|
|
||||
Ceded premiums—nonaffiliate
|
(2,722
|
)
|
|
(2,722
|
)
|
|
(2,448
|
)
|
|
(2,448
|
)
|
||||
Net premiums
|
$
|
6,303
|
|
|
$
|
6,237
|
|
|
$
|
5,691
|
|
|
$
|
5,383
|
|
|
Six Months Ended
|
||||||||||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||||||||||
|
Written
|
|
Earned
|
|
Written
|
|
Earned
|
||||||||
Direct premiums
|
$
|
7,660
|
|
|
$
|
7,257
|
|
|
$
|
6,764
|
|
|
$
|
6,264
|
|
Assumed premiums—nonaffiliate
|
11,265
|
|
|
10,378
|
|
|
10,250
|
|
|
9,012
|
|
||||
Ceded premiums—nonaffiliate
|
(5,436
|
)
|
|
(5,436
|
)
|
|
(4,757
|
)
|
|
(4,757
|
)
|
||||
Net premiums
|
$
|
13,489
|
|
|
$
|
12,199
|
|
|
$
|
12,257
|
|
|
$
|
10,519
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Construction loan contract amount
|
$
|
13,514
|
|
|
$
|
9,591
|
|
Cumulative advances
|
(5,206
|
)
|
|
(4,076
|
)
|
||
Remaining construction contingent commitment
|
$
|
8,308
|
|
|
$
|
5,515
|
|
|
|
|
|
|
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
|
31,732
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,117
|
|
|
—
|
|
|
—
|
|
|
1,117
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,455
|
|
|
—
|
|
|
13,455
|
|
|||||
Unrealized gain (loss) on Available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(705
|
)
|
|
(705
|
)
|
|||||
Balance, September 26, 2015
|
8,890,931
|
|
|
$
|
89
|
|
|
$
|
240,126
|
|
|
$
|
95,100
|
|
|
$
|
(201
|
)
|
|
$
|
335,114
|
|
(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
$1.1 million
for the
six months
ended
September 26, 2015
.
|
|
Number
of Shares
|
|
Outstanding at March 28, 2015
|
506,980
|
|
Granted
|
86,500
|
|
Exercised
|
(44,875
|
)
|
Canceled or expired
|
(1,000
|
)
|
Outstanding at September 26, 2015
|
547,605
|
|
Exercisable at September 26, 2015
|
376,600
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Net income
|
$
|
8,070
|
|
|
$
|
5,467
|
|
|
$
|
13,455
|
|
|
$
|
11,226
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
8,878,075
|
|
|
8,852,860
|
|
|
8,870,862
|
|
|
8,850,509
|
|
||||
Common stock equivalents—treasury stock method
|
154,577
|
|
|
161,663
|
|
|
155,362
|
|
|
162,917
|
|
||||
Diluted
|
9,032,652
|
|
|
9,014,523
|
|
|
9,026,224
|
|
|
9,013,426
|
|
||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.91
|
|
|
$
|
0.62
|
|
|
$
|
1.52
|
|
|
$
|
1.27
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.61
|
|
|
$
|
1.49
|
|
|
$
|
1.25
|
|
|
September 26, 2015
|
|
March 28, 2015
|
||||||||||||
|
Book
Value
|
|
Estimated
Fair Value
|
|
Book
Value
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities (1)
|
$
|
22,455
|
|
|
$
|
22,455
|
|
|
$
|
21,283
|
|
|
$
|
21,283
|
|
Non-marketable equity investments (2)
|
10,431
|
|
|
10,431
|
|
|
10,636
|
|
|
10,636
|
|
||||
Consumer loans receivable (3)
|
93,142
|
|
|
126,439
|
|
|
98,158
|
|
|
129,616
|
|
||||
Interest rate lock commitment derivatives (4)
|
15
|
|
|
15
|
|
|
19
|
|
|
19
|
|
||||
Forward loan sale commitment derivatives (4)
|
(68
|
)
|
|
(68
|
)
|
|
(54
|
)
|
|
(54
|
)
|
||||
Commercial loans receivable (5)
|
23,774
|
|
|
23,913
|
|
|
18,081
|
|
|
18,025
|
|
||||
Securitized financings (6)
|
(63,519
|
)
|
|
(63,235
|
)
|
|
(66,960
|
)
|
|
(67,064
|
)
|
||||
Mortgage servicing rights (7)
|
750
|
|
|
750
|
|
|
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.
|
(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.
|
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.
|
|
September 26, 2015
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Securities issued by the U.S Treasury and Government (1)
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
Mortgage-backed securities (1)
|
5,301
|
|
|
—
|
|
|
5,301
|
|
|
—
|
|
||||
Securities issued by states and political subdivisions (1)
|
8,171
|
|
|
—
|
|
|
8,171
|
|
|
—
|
|
||||
Corporate debt securities (1)
|
775
|
|
|
—
|
|
|
775
|
|
|
—
|
|
||||
Marketable equity securities (1)
|
5,708
|
|
|
5,708
|
|
|
—
|
|
|
—
|
|
||||
Interest rate lock commitment derivatives (2)
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Forward loan sale commitment derivatives (2)
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
||||
Mortgage servicing rights (3)
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
(1)
|
Unrealized gains or losses on investments are recorded in accumulated other comprehensive income (loss) at each measurement date.
|
(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.
|
|
September 26, 2015
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Loans held for investment
|
$
|
110,893
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110,893
|
|
Loans held for sale
|
10,340
|
|
|
—
|
|
|
10,340
|
|
|
—
|
|
||||
Loans held—construction advances
|
5,206
|
|
|
—
|
|
|
—
|
|
|
5,206
|
|
||||
Commercial loans receivable
|
23,913
|
|
|
—
|
|
|
—
|
|
|
23,913
|
|
||||
Securitized financings
|
(63,235
|
)
|
|
—
|
|
|
(63,235
|
)
|
|
—
|
|
||||
Non-marketable equity investments
|
10,431
|
|
|
—
|
|
|
—
|
|
|
10,431
|
|
|
September 26,
2015 |
|
March 28,
2015 |
||||
Number of loans serviced with MSRs
|
3,549
|
|
|
3,306
|
|
||
Weighted average servicing fee (basis points)
|
30.18
|
|
|
29.88
|
|
||
Capitalized servicing multiple
|
60.80
|
%
|
|
42.10
|
%
|
||
Capitalized servicing rate (basis points)
|
18.35
|
|
|
12.58
|
|
||
Serviced portfolio with MSRs (in thousands)
|
$
|
408,920
|
|
|
$
|
380,120
|
|
Mortgage servicing rights (in thousands)
|
$
|
750
|
|
|
$
|
475
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Factory-built housing
|
$
|
177,455
|
|
|
$
|
126,378
|
|
|
$
|
325,001
|
|
|
$
|
252,643
|
|
Financial services
|
14,509
|
|
|
12,937
|
|
|
28,631
|
|
|
25,836
|
|
||||
|
$
|
191,964
|
|
|
$
|
139,315
|
|
|
$
|
353,632
|
|
|
$
|
278,479
|
|
Income before income taxes:
|
|
|
|
|
|
|
|
||||||||
Factory-built housing
|
$
|
8,967
|
|
|
$
|
5,690
|
|
|
$
|
16,971
|
|
|
$
|
13,308
|
|
Financial services
|
3,523
|
|
|
3,010
|
|
|
4,151
|
|
|
4,334
|
|
||||
|
$
|
12,490
|
|
|
$
|
8,700
|
|
|
$
|
21,122
|
|
|
$
|
17,642
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
177,455
|
|
|
$
|
126,378
|
|
|
$
|
51,077
|
|
|
40.4
|
%
|
Financial services
|
14,509
|
|
|
12,937
|
|
|
1,572
|
|
|
12.2
|
%
|
|||
|
$
|
191,964
|
|
|
$
|
139,315
|
|
|
$
|
52,649
|
|
|
37.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Factory-built homes sold:
|
|
|
|
|
|
|
|
|||||||
by Company-owned retail sales centers
|
663
|
|
|
592
|
|
|
71
|
|
|
12.0
|
%
|
|||
to independent retailers, builders, communities & developers
|
2,601
|
|
|
1,843
|
|
|
758
|
|
|
41.1
|
%
|
|||
Total homes sold
|
3,264
|
|
|
2,435
|
|
|
829
|
|
|
34.0
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Net revenue per home sold
|
$
|
54,367
|
|
|
$
|
51,901
|
|
|
$
|
2,466
|
|
|
4.8
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
325,001
|
|
|
$
|
252,643
|
|
|
$
|
72,358
|
|
|
28.6
|
%
|
Financial services
|
28,631
|
|
|
25,836
|
|
|
2,795
|
|
|
10.8
|
%
|
|||
|
$
|
353,632
|
|
|
$
|
278,479
|
|
|
$
|
75,153
|
|
|
27.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Factory-built homes sold:
|
|
|
|
|
|
|
|
|||||||
by Company-owned retail sales centers
|
1,222
|
|
|
1,125
|
|
|
97
|
|
|
8.6
|
%
|
|||
to independent retailers, builders, communities & developers
|
4,944
|
|
|
3,749
|
|
|
1,195
|
|
|
31.9
|
%
|
|||
Total homes sold
|
6,166
|
|
|
4,874
|
|
|
1,292
|
|
|
26.5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Net revenue per home sold
|
$
|
52,709
|
|
|
$
|
51,835
|
|
|
$
|
874
|
|
|
1.7
|
%
|
|
Six months ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
57,854
|
|
|
$
|
49,356
|
|
|
$
|
8,498
|
|
|
17.2
|
%
|
Financial services
|
13,535
|
|
|
13,959
|
|
|
(424
|
)
|
|
(3.0
|
)%
|
|||
|
$
|
71,389
|
|
|
$
|
63,315
|
|
|
$
|
8,074
|
|
|
12.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Gross profit as % of Net revenue:
|
20.2
|
%
|
|
22.7
|
%
|
|
N/A
|
|
|
(2.5
|
)%
|
|
Three months ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Selling, General and Administrative expenses:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
22,929
|
|
|
$
|
18,845
|
|
|
$
|
4,084
|
|
|
21.7
|
%
|
Financial services
|
3,642
|
|
|
3,425
|
|
|
217
|
|
|
6.3
|
%
|
|||
|
$
|
26,571
|
|
|
$
|
22,270
|
|
|
$
|
4,301
|
|
|
19.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Selling, General and Administrative expenses as % of Net revenue:
|
13.8
|
%
|
|
16.0
|
%
|
|
N/A
|
|
|
(2.2
|
)%
|
|
Six months ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Selling, General and Administrative expenses:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
41,729
|
|
|
$
|
37,323
|
|
|
$
|
4,406
|
|
|
11.8
|
%
|
Financial services
|
7,501
|
|
|
7,155
|
|
|
346
|
|
|
4.8
|
%
|
|||
|
$
|
49,230
|
|
|
$
|
44,478
|
|
|
$
|
4,752
|
|
|
10.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Selling, General and Administrative expenses as % of Net revenue:
|
13.9
|
%
|
|
16.0
|
%
|
|
N/A
|
|
|
(2.1
|
)%
|
|
Three months ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Interest expense
|
$
|
965
|
|
|
$
|
1,161
|
|
|
$
|
(196
|
)
|
|
(16.9
|
)%
|
|
Six months ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Interest expense
|
$
|
1,980
|
|
|
$
|
2,337
|
|
|
$
|
(357
|
)
|
|
(15.3
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Other income, net
|
$
|
471
|
|
|
$
|
534
|
|
|
$
|
(63
|
)
|
|
(11.8
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Other income, net
|
$
|
943
|
|
|
$
|
1,142
|
|
|
$
|
(199
|
)
|
|
(17.4
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income before income taxes:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
8,967
|
|
|
$
|
5,690
|
|
|
$
|
3,277
|
|
|
57.6
|
%
|
Financial services
|
3,523
|
|
|
3,010
|
|
|
513
|
|
|
17.0
|
%
|
|||
|
$
|
12,490
|
|
|
$
|
8,700
|
|
|
$
|
3,790
|
|
|
43.6
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income before income taxes:
|
|
|
|
|
|
|
|
|||||||
Factory-built housing
|
$
|
16,971
|
|
|
$
|
13,308
|
|
|
$
|
3,663
|
|
|
27.5
|
%
|
Financial services
|
4,151
|
|
|
4,334
|
|
|
(183
|
)
|
|
(4.2
|
)%
|
|||
|
$
|
21,122
|
|
|
$
|
17,642
|
|
|
$
|
3,480
|
|
|
19.7
|
%
|
•
|
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;
|
•
|
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
|
•
|
We are subject to extensive regulation affecting the production and sale of manufactured housing, which could adversely affect our profitability.
|
|
Change in Fair Value
|
||
Consumer loans receivable
|
$
|
6,250
|
|
Commercial loans receivable
|
$
|
156
|
|
Securitized financings
|
$
|
1,122
|
|
Cavco Industries, Inc.
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Joseph H. Stegmayer
|
|
Chairman, President and
|
November 5, 2015
|
Joseph H. Stegmayer
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Daniel L. Urness
|
|
Executive Vice President, Treasurer and
|
November 5, 2015
|
Daniel L. Urness
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
Exhibit No.
|
Exhibit
|
3.1
|
Certificate of Amendment of Certificate of Incorporation
|
10.1
|
Second Amendment to Cavco Industries, Inc. 2005 Stock Incentive Plan
|
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 September 26, 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
|
(ii)
|
Payment of Option/Exercise Price
. The exercise price of an Option may be paid in cash, by check, by wire transfer, or by delivery or withholding of Shares, including actual or deemed multiple exchanges of Shares, or by a combination thereof. The exercise price shall be paid at the time of delivery of Shares.
|
(iii)
|
No Individual may be awarded a Cash Award subject to performance goals intended to comply with Section 162(m) of the Code having a value of more than $4,000,000 in any one fiscal year.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cavco Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
November 5, 2015
|
By:
|
/s/ Joseph H. Stegmayer
|
|
Joseph H. Stegmayer
|
|
Chairman, President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cavco Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
November 5, 2015
|
By:
|
/s/ Daniel L. Urness
|
|
Daniel L. Urness
|
|
Executive Vice President, Treasurer, and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
November 5, 2015
|
|
/s/ Joseph H. Stegmayer
|
Joseph H. Stegmayer
|
Chairman, President and
|
Chief Executive Officer
|
|
/s/ Daniel L. Urness
|
Daniel L. Urness
|
Executive Vice President, Treasurer, and Chief Financial Officer
|
|