8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2014

Cavco Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-08822	56-2405642
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 North Central Avenue, Suite 800, Phoenix, Arizona	85004
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (602) 256-6263

Not applicable

(Former name or former address if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On May 22, 2014, Cavco Industries, Inc., a Delaware corporation (the “Company”), announced financial results for its fiscal fourth quarter and year endedMarch 29, 2014. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit

Number Description

99.1 Press Release dated May 22, 2014

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 hereunto duly authorized.

CAVCO INDUSTRIES, INC.
By:	/s/ Daniel L. Urness
	Daniel L. Urness
	Vice President, Treasurer and
	Chief Financial Officer
Date:	May 22, 2014

EXHIBIT INDEX

Exhibit

Number Description

99.1 Press Release dated May 22, 2014

EX-99.1

	For additional information, contact:
	Joseph Stegmayer Chairman and CEO joes@cavco.com	Daniel Urness CFO and Treasurer danu@cavco.com
News Release	Phone: 602-256-6263 On the Internet: www.cavco.com

FOR IMMEDIATE RELEASE

CAVCO INDUSTRIES REPORTS FISCAL 2014FOURTH QUARTER AND YEAR END RESULTS

PHOENIX, May 22, 2014 – Cavco Industries, Inc. (NASDAQ: CVCO) today announced financial results for the fourth quarter and year endedMarch 29, 2014.

Net revenue for the fourth quarter of fiscal year 2014 totaled $131.2 million, up20.6% from $108.8 million for the fourth quarter of fiscal year 2013. Net income was $4.2 million for the fiscal 2014fourth quarter compared to $3.0 million reported in the same quarter one year ago.

Net income attributable to Cavco stockholders for the fiscal 2014fourth quarter was $4.2 million, compared to $1.4 million reported in the same quarter of the prior year. The prior year amount was net of $1.6 million of net income attributable to redeemable noncontrolling interest. As previously reported, Cavco purchased the noncontrolling interest during the second quarter of fiscal year 2014 and Cavco now owns 100% of its consolidated subsidiaries; accordingly all of the fiscal 2014 fourth quarter consolidated net income is attributable to Cavco stockholders. Net income per share based on basic and diluted weighted average shares outstanding for the quarter ended March 29, 2014 was $0.48 and $0.47, respectively, versus basic and diluted net income per share of $0.20 for the quarter ended March 30, 2013.

For the fiscal year ended March 29, 2014, net revenue increased17.9% to $533.3 million from $452.3 million for fiscal year 2013. Net income attributable to Cavco stockholders for fiscal year 2014 was $16.2 million compared to $5.0 million last year. For fiscal year 2014, net income per share based on basic and diluted weighted average shares outstanding was $1.97 and $1.94, respectively, versus basic and diluted net income per share of $0.71 for the prior year period.

Commenting on the results, Joseph Stegmayer, Chairman, President and Chief Executive Officer said, “The execution of our strategic plans during the past five years positioned Cavco to benefit from the quite modest improvement the manufactured home industry experienced this past year. Fiscal 2014's net income attributable to common shareholders was also positively influenced by this year’s buyout of all noncontrolling interests related to past acquisitions. We are pleased to report that our improved annual financial results were from increased earnings in both our factory-built housing and financial services segments as homes sold increased 13.6% from the prior year.”

Mr. Stegmayer continued, "We were gratified to finish our fiscal year by being named the 2014 Manufacturer of the Year by the Manufactured Housing Institute, as voted by our peers in the factory-built home industry's national trade organization. This is the fifth consecutive year that we have been so honored. We appreciate the recognition the award brings to our company as we share this distinction with our valued employees, customers and vendors."

Cavco’s management will hold a conference call to review these results tomorrow, May 23, 2014, at 12:00 NOON (Eastern Daylight Time). Interested parties can access a live webcast of the conference call on the Internet at www.cavco.com under the Investor Relations link. An archive of the webcast and presentation will be available for 90 days at www.cavco.com under the Investor Relations link.Cavco Industries, Inc., headquartered in Phoenix, Arizona, designs and produces factory-built housing products primarily distributed through a network of independent and company-owned retailers. The Company is one of the largest producers of manufactured homes in the United States, based on reported wholesale shipments, marketed under a variety of brand names including Cavco Homes, Fleetwood Homes and Palm Harbor Homes. The Company is also a leading producer of park model homes, 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. Its insurance subsidiary, Standard Casualty, provides property and casualty insurance to owners of manufactured homes.

Certain statements contained in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In general, all statements that are not historical in nature are forward-looking. Forward-looking statements are typically included, for example, in discussions regarding the manufactured housing and site-built housing industries; our financial performance and operating results; and the expected effect of certain risks and uncertainties on our business, financial condition and results of operations. All forward-looking statements are subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results or performance may differ materially from anticipated results or performance. Factors that could cause such differences to occur include, but are not limited to: adverse industry conditions; general deterioration in economic conditions and continued turmoil in the credit markets; a write-off of all or part of our goodwill, which could adversely affect operating results and net worth; the cyclical and seasonal nature of our business; limitations on our ability to raise capital; curtailment of available financing in the manufactured housing industry; our contingent repurchase obligations related to wholesale financing; competition; our ability to maintain relationships with retailers; labor shortages; pricing and availability of raw materials; unfavorable zoning ordinances; increased costs of healthcare benefits to employees; our ability to successfully integrate Fleetwood Homes, Palm Harbor, CountryPlace, Standard Casualty and any future acquisition or attain the anticipated benefits of such acquisition; the risk that the acquisition of Fleetwood Homes, Palm Harbor, CountryPlace, Standard Casualty and any future acquisition may adversely impact our liquidity; expansion of retail and manufacturing businesses and entry into new lines of business, namely manufactured housing consumer finance and insurance; our participation in certain wholesale and retail financing programs for the purchase of our products by industry retailers and consumers may expose us to additional risk of credit loss; governmental and regulatory disruption; information technology failures and data security breaches; together with all of the other risks described in our filings with the Securities and Exchange Commission. Readers are specifically referred to the Risk Factors described in Item 1A of the 2013 Form 10-K, as may be amended from time to time, which identify important risks that could cause actual results to differ from those contained in the forward-looking statements. Cavco expressly disclaims any obligation to update any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise. Investors should not place any reliance on any such forward-looking statements.

CAVCO INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	March 29, 2014		March 30, 2013
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	72,949	$	47,823
Restricted cash, current	7,213		6,773
Accounts receivable, net	20,766		18,710
Short-term investments	8,289		6,929
Current portion of consumer loans receivable, net	19,893		20,188
Current portion of inventory finance notes receivable, net	2,941		3,983
Inventories	69,729		68,805
Assets held for sale	1,130		4,180
Prepaid expenses and other current assets	12,623		10,267
Deferred income taxes, current	12,313		6,724
Total current assets	227,846		194,382
Restricted cash	1,188		1,179
Investments	17,165		10,769
Consumer loans receivable, net	78,391		90,802
Inventory finance notes receivable, net	18,367		18,967
Property, plant and equipment, net	48,227		46,223
Goodwill and other intangibles, net	78,055		79,435
Deferred income taxes	—		2,742
Total assets	$	469,239	$	444,499
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,287	$	14,118
Accrued liabilities	73,519		62,718
Current portion of securitized financings	10,187		10,169
Total current liabilities	98,993		87,005
Securitized financings	59,865		72,118
Deferred income taxes	19,948		16,492
Redeemable noncontrolling interest	—		91,994
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 8,844,824 and 6,967,954 shares, respectively	88		70
Additional paid-in capital	232,081		135,053
Retained earnings	57,828		41,590
Accumulated other comprehensive income	436		177
Total stockholders’ equity	290,433		176,890
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	469,239	$	444,499

CAVCO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Year Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Net revenue	$	131,209		$	108,832		$	533,339		$	452,300
Cost of sales	102,577			84,814			413,856			351,945
Gross profit	28,632			24,018			119,483			100,355
Selling, general and administrative expenses	21,357			18,913			87,938			79,313
Income from operations	7,275			5,105			31,545			21,042
Interest expense	(1,174		)	(1,317		)	(4,845		)	(5,973		)
Other income	432			380			1,105			1,579
Income before income taxes	6,533			4,168			27,805			16,648
Income tax expense	(2,323		)	(1,191		)	(9,099		)	(6,351		)
Net income	4,210			2,977			18,706			10,297
Less: net income attributable to redeemable noncontrolling interest	—			1,585			2,468			5,334
Net income attributable to Cavco common stockholders	$	4,210		$	1,392		$	16,238		$	4,963
Comprehensive income:
Net income	$	4,210		$	2,977		$	18,706		$	10,297
Unrealized gain on available-for-sale securities, net of tax	272			250			82			238
Comprehensive income	4,482			3,227			18,788			10,535
Comprehensive income attributable to redeemable noncontrolling interest	—			1,710			2,392			5,453
Comprehensive income attributable to Cavco common stockholders	$	4,482		$	1,517		$	16,396		$	5,082
Net income per share attributable to Cavco common stockholders:
Basic	$	0.48		$	0.20		$	1.97		$	0.71
Diluted	$	0.47		$	0.20		$	1.94		$	0.71
Weighted average shares outstanding:
Basic	8,841,943			6,967,954			8,262,688			6,956,706
Diluted	9,019,603			7,040,916			8,379,024			7,027,204

CAVCO INDUSTRIES, INC.

OTHER OPERATING DATA

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Year Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Net revenue:
Factory-built housing	$	119,548	$	97,272	$	485,897	$	408,094
Financial services	11,661		11,560		47,442		44,206
Total net revenue	$	131,209	$	108,832	$	533,339	$	452,300
Capital expenditures	$	594	$	192	$	2,265	$	755
Depreciation	$	691	$	622	$	2,620	$	2,530
Amortization of other intangibles	$	345	$	344	$	1,380	$	1,480
Factory-built homes sold:
by Company owned retail sales centers	513		464		2,127		1,933
to independent retailers, builders, communities & developers	1,810		1,712		7,410		6,465
Total factory-built homes sold	2,323		2,176		9,537		8,398

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