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):
July 24, 2008

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

EX-99.1

Item 2.02. Results of Operations and Financial Condition

     On July 24, 2008, Cavco Industries, Inc., a Delaware corporation (the “Corporation”), announced its financial results for its fiscal first quarter ended June 30, 2008. 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 July 24, 2008

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.
By:	/s/ Daniel L. Urness
	Name:	Daniel L. Urness
	Title:	Chief Financial Officer

Date: July 24, 2008

Page 3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated July 24, 2008

EX-99.1

Exhibit 99.1

News Release	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 FISCAL FIRST QUARTER RESULTS
Net sales $35.5 million
Net income $0.9 million

     PHOENIX — (July 24, 2008) – Cavco Industries, Inc. (NASDAQ: CVCO) today announced financial results for the first quarter of its fiscal year 2009 ended June 30, 2008.

     Net sales for the first quarter of fiscal 2009 totaled $35,509,000, down 5% from $37,366,000 for the first quarter of fiscal year 2008.

     Net income for the fiscal 2009 first quarter of $853,000 was 51% below the $1,735,000 reported in the same quarter one year ago. Net income per share based on basic and diluted weighted average shares outstanding was $0.13, versus $0.27 and $0.26, respectively, last year.

     Of these results, Joseph Stegmayer, Chairman, President and Chief Executive Officer, said, “We are glad that we are able to report a profitable quarter in the face of continued depressed market conditions.  Incoming order rates for both HUD and modular built homes have been slow and gross margins remain under pressure.  We have concerns about the impact of inflation as it relates to material and transportation costs in the production of our homes as well as the capability of prospective buyers to make a housing change at this time.”

     Mr. Stegmayer continued, “Given the turmoil in the general economy, the outlook on the housing front cannot be ascertained.  Some portions of the manufactured housing industry appear to be weathering the storm slightly better than others that are suffering considerably.  Cavco will continue to exploit niche markets in the segments that show some vitality and that provide the opportunities necessary to progress through the current downturn.  Given our solid, debt free, financial condition, attractive product line, and the historically large and growing markets we serve, we are confident about our opportunities to grow and prosper as the financial and housing sectors of the economy stabilize.”

     Cavco’s senior management will hold a conference call to review these results tomorrow, July 25, 2008, 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, or the web site www.opencompany.info. 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 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 economic conditions; 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 and unfavorable zoning ordinances; 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 2008 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)

	June 30,			March 31,
	2008			2008
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	73,405		$	73,610
Restricted cash		691			330
Accounts receivable		9,309			10,093
Inventories		13,398			11,293
Prepaid expenses and other current assets		1,741			1,839
Deferred income taxes		3,820			4,033
Total current assets		102,364			101,198
Property, plant and equipment, at cost:
Land		6,050			6,050
Buildings and improvements		7,351			7,290
Machinery and equipment		7,993			7,979
		21,394			21,319
Accumulated depreciation		(8,840	)		(8,613	)
		12,554			12,706
Goodwill		67,346			67,346
Total assets	$	182,264		$	181,250
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,571		$	2,147
Accrued liabilities		17,329			18,005
Total current liabilities		19,900			20,152
Deferred income taxes		15,120			14,747
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; 20,000,000 shares authorized; Outstanding 6,468,157 and 6,452,415 shares, respectively		65			65
Additional paid-in capital		124,854			124,814
Retained earnings		22,325			21,472
Total stockholders’ equity		147,244			146,351
Total liabilities and stockholders’ equity	$	182,264		$	181,250

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

	Three Months Ended
	June 30,
	2008		2007
Net sales	$	35,509	$	37,366
Cost of sales		31,321		31,926
Gross profit		4,188		5,440
Selling, general and administrative expenses		3,101		3,574
Income from operations		1,087		1,866
Interest income		294		671
Income before income taxes		1,381		2,537
Income tax expense		528		802
Net income	$	853	$	1,735
Net income per share:
Basic	$	0.13	$	0.27
Diluted	$	0.13	$	0.26
Weighted average shares outstanding:
Basic		6,460,992		6,400,536
Diluted		6,696,158		6,656,460

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

	Three Months Ended
	June 30,
	2008			2007
Net sales
Manufacturing	$	34,083		$	36,238
Retail		2,516			2,610
Less: Intercompany		(1,090	)		(1,482	)
Net sales	$	35,509		$	37,366
Floor shipments — manufacturing		1,289			1,339
Average sales price per floor — manufacturing	$	26,441		$	27,063
Home shipments — manufacturing		855			856
Average sales price per home — manufacturing	$	39,863		$	42,334
Home shipments — retail		23			29
Capital expenditures	$	75		$	276
Depreciation	$	227		$	190

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