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 1, 2006

Cavco Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-08822	56-2405642
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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:

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))

TABLE OF CONTENTS

Exhibit 99.1 Press Release

Item 2.02. Results of Operations and Financial Condition

     On May 1, 2006, Cavco Industries, Inc. a Delaware corporation (the “Corporation”), announced its financial results for its fiscal fourth quarter and fiscal year ended March 31, 2006. 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
4.3	Cavco Industries, Inc. 2005 Stock Incentive Plan, filed as Exhibit A to the Corporation’s Definitive Proxy Statement for its 2005 Annual Meeting of Stockholders (File No. 000-08822) filed by the Corporation with the Securities and Exchange Commission on May 23, 2005, and incorporated by reference herein (this Exhibit is filed as an Exhibit to the Corporation’s Registration Statement on Form S-8 (No. 333-132925), filed with the Securities and Exchange Commission on April 3, 2006)
99.1	Press Release dated May 1, 2006

Page 2

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.
	(Registrant)
	By:	/s/ Daniel L. Urness
		Name:	Daniel L. Urness
		Title:	Chief Financial Officer
Date: May 1, 2006

Page 3

                EXHIBIT INDEX

Exhibit
Number	Description
4.3	Cavco Industries, Inc. 2005 Stock Incentive Plan, filed as Exhibit A to the Corporation’s Definitive Proxy Statement for its 2005 Annual Meeting of Stockholders (File No. 000-08822) filed by the Corporation with the Securities and Exchange Commission on May 23, 2005, and incorporated by reference herein (this Exhibit is filed as an Exhibit to the Corporation’s Registration Statement on Form S-8 (No. 333-132925), filed with the Securities and Exchange Commission on April 3, 2006)
99.1	Press Release dated May 1, 2006

               Page 4

EX-99.1

Exhibit 99.1

For additional information, contact:

Joseph Stegmayer
Chairman and CEO
Phone: 602-256-6263
joes@cavco.com

On the Internet:
www.cavco.com

FOR IMMEDIATE RELEASE

CAVCO INDUSTRIES REPORTS FOURTH QUARTER RESULTS
Sales increase 16% to $51.2 million
Income from continuing operations rises to $4.2 million

PHOENIX, AZ — (May 1, 2006) – Cavco Industries, Inc. (NASDAQ: CVCO) today announced financial results for the fourth quarter and fiscal year ended March 31, 2006.

     Net sales for the fourth quarter of fiscal 2006 rose 16% to $51,216,000 from $44,043,000 for the fourth quarter of last year.

     Net income for the fourth quarter increased to $4,216,000 compared with $4,030,000 in the same period one year ago. Net income per share for the fourth quarter this year was $0.66 versus $0.64 last year based on basic weighted average shares outstanding and $0.62 versus $0.61 per share based on diluted weighted average shares outstanding. Net Income for the fourth quarter of fiscal 2005 included income from discontinued retail operations of $400,000 or $0.06 per share. Excluding the results of discontinued operations, income from continuing operations in the fourth quarter of last year was $3,630,000, or $0.58 per basic weighted average share and $0.55 per diluted weighted average share.

     For the fiscal year ended March 31, 2006, net sales climbed 20% to $189,503,000 from $157,435,000 for fiscal year 2005. Net income for the year increased 49% to $15,049,000 versus $10,127,000 for 2005. Net income per share was $2.38 based on basic weighted average shares outstanding and $2.23 based on diluted weighted average shares for fiscal year 2006 versus $1.61 and $1.54, respectively, for fiscal year 2005.

     Commenting on the quarter, Joseph Stegmayer, Chairman, President and Chief Executive Officer, said, “We are pleased to report excellent results for the fourth quarter and the fiscal year. We maintained a strong gross profit percentage although this measure was negatively impacted by higher raw material prices and by the start-up costs of the new Texas plant. The upward price movement of our purchased materials has shown no sign of relenting and while we are generally able to adjust our selling prices there is a time delay between the higher costs incurred and our realization of higher sales prices.”

     Mr. Stegmayer continued, “The Texas manufacturing facility has generated interest among buyers of park model and cabin homes and its start-up is progressing as planned. Our three plants in Arizona performed very well during the quarter. New models introduced at recent home shows were well received. Although we did experience a modest slowing of orders from the California market during the quarter, it remains healthy. Meanwhile we have seen continued improvement in demand in Arizona and Nevada. While we are certainly concerned about rising energy prices and the impact on our raw material, transportation, operating costs and on the economy in general, we are optimistic for continued growth in fiscal 2007.”

     Cavco’s senior management will hold a conference call to review these results tomorrow, May 2, 2006, at 12:00 p.m. (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, or the web site www.earnings.com. An archive of the webcast and presentation will be available for 90 days at these website addresses.

     Cavco Industries, Inc., headquartered in Phoenix, is the largest producer of manufactured homes in Arizona, based on wholesale shipments. 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 industry; 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, the cyclical nature of our business, limitations on our ability to raise capital, curtailment of available financing in the manufactured housing industry, competition, our ability to maintain relationships with retailers, pricing and availability of raw materials and our lack of recent operating history as an independent public company, together with all of the other risks described in our filings with the Securities and Exchange Commission. 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. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	March 31,			March 31,
	2006			2005
ASSETS
Current assets
Cash	$	15,122		$	46,457
Short-term investments		42,900			—
Restricted cash		1,223			1,028
Accounts receivable		11,568			7,545
Inventories		12,733			10,262
Prepaid expenses and other current assets		1,446			1,202
Deferred income taxes		4,040			3,610
Total current assets		89,032			70,104
Property, plant and equipment, at cost:
Land		6,050			2,330
Buildings and improvements		6,744			5,045
Machinery and equipment		6,752			6,446
		19,546			13,821
Accumulated depreciation		(7,202	)		(6,349	)
		12,344			7,472
Goodwill		67,346			67,346
Total assets	$	168,722		$	144,922
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,269		$	5,978
Accrued liabilities		26,384			21,544
Total current liabilities		32,653			27,522
Deferred income taxes		11,040			9,090
Commitments and contingencies
Stockholders’ equity
Preferred Stock, $.01 par value; 1,000,000 shares authorized; No shares issued or outstanding		—			—
Common Stock, $.01 par value; 10,000,000 shares authorized; Outstanding 6,352,980 and 6,288,730 shares, respectively		64			63
Additional paid-in capital		121,417			119,998
Unamortized value of restricted stock		(63	)		(313	)
Retained earnings (accumulated deficit)		3,611			(11,438	)
Total stockholders’ equity		125,029			108,310
Total liabilities and stockholders’ equity	$	168,722		$	144,922

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

	Three Months Ended				Year Ended
	March 31,				March 31,
	2006		2005		2006		2005
Net sales	$	51,216	$	44,043	$	189,503	$	157,435
Cost of sales		41,057		34,961		151,143		127,916
Gross profit		10,159		9,082		38,360		29,519
Selling, general and administrative expenses		4,102		3,322		16,367		14,245
Income from operations		6,057		5,760		21,993		15,274
Interest income		446		197		1,479		532
Income from continuing operations before income taxes		6,503		5,957		23,472		15,806
Income tax expense		2,287		2,327		8,675		6,229
Income from continuing operations		4,216		3,630		14,797		9,577
Income from discontinued retail operations less income taxes of $148 in the year ended March 31, 2006 and $250 and $350 in the three months and year ended March 31, 2005		—		400		252		550
Net income	$	4,216	$	4,030	$	15,049	$	10,127
Net income per share (basic):
Continuing operations	$	0.66	$	0.58	$	2.34	$	1.52
Discontinued retail operations		—		0.06		0.04		0.09
Net income	$	0.66	$	0.64	$	2.38	$	1.61
Net income per share (diluted):
Continuing operations	$	0.62	$	0.55	$	2.19	$	1.46
Discontinued retail operations		—		0.06		0.04		0.08
Net income	$	0.62	$	0.61	$	2.23	$	1.54
Weighted average shares outstanding:
Basic		6,345,980		6,288,730		6,318,070		6,288,730
Diluted		6,803,723		6,628,932		6,746,356		6,557,819

On January 6, 2005, Cavco Industries, Inc. announced that its Board of Directors had authorized a 2-for-1 split of its common stock in the form of a 100% stock dividend. The dividend was paid on January 31, 2005 to stockholders of record as of January 18, 2005. The information for the three months and year ended March 31, 2005 is presented as if this stock split had been completed as of the beginning of these periods.

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CAVCO INDUSTRIES, INC. AND SUBSIDIARY
Other Operating Data – Continuing Operations
(Dollars in thousands)

	Three Months Ended						Year Ended
	March 31,						March 31,
	2006			2005			2006			2005
Net sales
Manufacturing	$	49,749		$	43,845		$	183,672		$	155,691
Retail		4,235			2,489			14,446			9,655
Less: Intercompany		(2,768	)		(2,291	)		(8,615	)		(7,911	)
Net Sales	$	51,216		$	44,043		$	189,503		$	157,435
Floor shipments — manufacturing		1,887			1,812			7,256			6,884
Average sales price per floor — manufacturing	$	26,364		$	24,197		$	25,313		$	22,616
Home shipments — manufacturing		1,083			1,050			4,251			3,992
Average sales price per home — manufacturing	$	45,936		$	41,757		$	43,207		$	39,001
Home shipments — retail		47			31			169			132
Capital expenditures	$	583		$	191		$	5,795		$	575
Depreciation	$	227		$	225		$	923		$	1,053

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