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): October 28, 2010

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 since 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:

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

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

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

o 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 October 28, 2010, Cavco Industries, Inc., a Delaware corporation (the “Corporation”), announced financial results for its fiscal second quarter and six months ended September 30, 2010. A copy of the Corporation’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 October 28, 2010

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
	Name:	Daniel L. Urness
	Title:	Chief Financial Officer

Date: October 28, 2010

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated October 28, 2010

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

CAVCO INDUSTRIES REPORTS FISCAL SECOND QUARTER RESULTS
Sales $45.9 million; Net income $0.7 million

PHOENIX, October 28, 2010 — Cavco Industries, Inc. (NASDAQ: CVCO) today announced financial results for the second quarter and first six months of its fiscal year 2011 ended September 30, 2010.

Net sales for the second quarter of fiscal 2011 totaled $45,888,000, up 56% from $29,377,000 for the second quarter of fiscal year 2010. The current quarter results include the Fleetwood Homes operations which, as previously reported, were acquired on August 17, 2009, and from that date forward were included in the results of the second quarter of fiscal year 2010.

Net income attributable to Cavco stockholders for the fiscal 2011 second quarter was $680,000 compared to a net loss of $163,000 reported in the same quarter one year ago. Net income per share based on basic and diluted weighted average shares outstanding was $0.10 versus basic and diluted net loss per share of $0.03 last year.

For the first six months of fiscal 2011, net sales increased 117% to $93,393,000 from $42,972,000 for the comparable prior year period. Net income attributable to Cavco stockholders for the first half of fiscal 2011 was $1,198,000 compared to a net loss of $1,612,000 last year. For the six months ended September 30, 2010, net income per share based on basic and diluted weighted average shares outstanding was $0.18 versus basic and diluted net loss per share of $0.25 for the prior year period.

Referring to the fiscal second quarter results, Joseph Stegmayer, Chairman, President and Chief Executive Officer, said, “We achieved profitability in a very difficult market environment. Consistent with industry trends, Cavco’s incoming order rates were soft during the quarter and order backlogs were reduced. We have placed a consistent focus on developing synergies among all operations to improve sales and margins since the Fleetwood Homes business combination one year ago. This quarter’s margin was 15.6%, nearly an 11% improvement over the gross margin of 14.1% in the same quarter last year, and approximately 15% higher than the most recent June 2010 quarter margin of 13.6%.”

Mr. Stegmayer continued, “The availability of home mortgage lending remains very constrained. Furthermore, the complexities in obtaining suitable appraisals, more onerous underwriting guidelines, and ongoing regulatory changes are additional difficulties consumers face in obtaining home loans and are key obstacles negatively affecting company and industry-wide sales. The low levels of consumer confidence in the nation’s economy also create buyer hesitation. A third significant challenge is the inability of some potential buyers to sell their existing home, a step generally necessary before they will buy a new home.”

During the second quarter of fiscal 2011, Mr. Stegmayer was elected Chairman of the Manufactured Housing Institute (“MHI”), the factory-built home industry’s national trade organization, to serve for a two-year term. “MHI’s primary role is to assist the entire industry in working with government regulatory authorities to assure the availability of high quality, affordable homes for people throughout the country. I look forward to this additional opportunity to help further the industry’s endeavors and those of our company,” Mr. Stegmayer said.

Cavco’s senior management will hold a conference call to review these results tomorrow, October 29, 2010, at 12:00 noon (Eastern 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, is one of the largest producers of HUD code manufactured homes in the United States, based on reported wholesale shipments of both Cavco and Fleetwood Homes. The Company is also a leading producer of park model homes and vacation cabins in the United States.

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; our ability to successfully integrate Fleetwood Homes and any future acquisition or attain the anticipated benefits; the risk that the acquisition of Fleetwood Homes and other future acquisitions may adversely impact our liquidity; our participation in certain wholesale financing programs for the purchase of our products by industry retailers may expose us to additional risk of credit loss; 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 2010 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.

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CAVCO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	September 30,			March 31,
	2010			2010
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	70,986		$	74,988
Restricted cash		85			227
Accounts receivable		8,560			9,428
Inventories		15,827			15,751
Prepaid expenses and other current assets		5,552			6,278
Deferred income taxes		5,625			6,240
Total current assets		106,635			112,912
Property, plant and equipment, at cost:
Land		16,194			16,194
Buildings and improvements		20,257			20,345
Machinery and equipment		11,257			10,983
		47,708			47,522
Accumulated depreciation		(10,565	)		(9,933	)
		37,143			37,589
Inventory finance notes receivable, net		21,201			12,929
Goodwill and other intangibles, net		68,886			68,912
Total assets	$	233,865		$	232,342
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	3,754		$	5,375
Accrued liabilities		27,824			26,919
Total current liabilities		31,578			32,294
Deferred income taxes		19,557			19,694
Commitments and contingencies
Cavco Industries, Inc. 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 6,542,026 and 6,541,684 shares, respectively		65			65
Additional paid-in capital		127,479			127,152
Retained earnings		19,757			18,559
Total Cavco Industries, Inc. stockholders’ equity		147,301			145,776
Noncontrolling interest		35,429			34,578
Total equity		182,730			180,354
Total liabilities and stockholders’ equity	$	233,865		$	232,342

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

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net sales	$	45,888		$	29,377		$	93,393		$	42,972
Cost of sales		38,709			25,229			79,773			38,730
Gross profit		7,179			4,148			13,620			4,242
Selling, general and administrative expenses		5,489			4,541			10,725			7,010
Income (loss) from operations		1,690			(393	)		2,895			(2,768	)
Interest income		266			29			446			56
Income (loss) before income taxes		1,956			(364	)		3,341			(2,712	)
Income tax (expense) benefit		(757	)		142			(1,292	)		1,041
Net income (loss)		1,199			(222	)		2,049			(1,671	)
Less: net income (loss) attributable to noncontrolling interest		519			(59	)		851			(59	)
Net income (loss) attributable to Cavco Industries, Inc. common stockholders	$	680		$	(163	)	$	1,198		$	(1,612	)
Net income (loss) per share attributable to Cavco
Industries, Inc. common stockholders:
Basic	$	0.10		$	(0.03	)	$	0.18		$	(0.25	)
Diluted	$	0.10		$	(0.03	)	$	0.18		$	(0.25	)
Weighted average shares outstanding:
Basic		6,541,951			6,507,547			6,541,846			6,507,225
Diluted		6,747,116			6,507,547			6,763,020			6,507,225

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CAVCO INDUSTRIES, INC.
OTHER OPERATING DATA — CONTINUING OPERATIONS
(Dollars in thousands, except average sales price amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net sales
Manufacturing	$	44,030		$	28,736		$	90,049		$	41,702
Retail		2,690			2,106			5,560			4,123
Less: Intercompany		(832	)		(1,465	)		(2,216	)		(2,853	)
Net sales	$	45,888		$	29,377		$	93,393		$	42,972
Floors sold — manufacturing		1,919			1,203			3,968			1,715
Average sales price per floor — manufacturing	$	22,944		$	23,887		$	22,694		$	24,316
Homes sold — manufacturing		1,215			780			2,528			1,158
Average sales price per home — manufacturing	$	36,239		$	36,841		$	35,621		$	36,012
Homes sold — retail		37			26			67			59
Capital expenditures	$	220		$	147		$	459		$	157
Depreciation	$	328		$	225		$	653		$	509

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