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):
January 29, 2009

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:

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 January 29, 2009, Cavco Industries, Inc., a Delaware corporation (the “Corporation”), announced its financial results for its fiscal third quarter and nine months ended December 31, 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 January 29, 2009

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: January 29, 2009

Page 3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated January 29, 2009

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 THIRD QUARTER RESULTS
Net sales $25.1 million; Net income $0.1 million

     PHOENIX — (January 29, 2009) — Cavco Industries, Inc. (NASDAQ: CVCO) today announced financial results for the third quarter and first nine months of its fiscal year 2009 ended December 31, 2008.

     Net sales for the third quarter of fiscal 2009 totaled $25,093,000, down 21% from $31,909,000 for the third quarter of fiscal year 2008.

     Net income for the fiscal 2009 third quarter of $110,000 was 92% below the $1,365,000 reported in the same quarter one year ago. Net income per share based on basic and diluted weighted average shares outstanding was $0.02, versus $0.21 and $0.20, respectively, last year.

     For the first nine months of fiscal 2009, net sales decreased 16% to $90,632,000 from $107,710,000 for the comparable prior year period, and net income declined 70% to $1,481,000 from $5,009,000 last year. For the first nine months of fiscal 2009, net income per share based on basic and diluted weighted average shares outstanding was $0.23 and $0.22, respectively, versus $0.78 and $0.75, respectively for the prior year period.

     “Cavco’s third fiscal quarter was adversely affected by the myriad problems in the general economy as well as specific challenges within our industry. Faced with illiquid capital markets, each of the manufactured housing sector’s primary inventory finance lenders initiated radical changes, including one company’s announcement to cease their lending activities entirely. The continued participation of the others is undergoing modification with one financier now requiring that home manufacturers provide a significant portion of the funds it lends to finance retail inventories of that manufacturer’s products. While some manufacturers are unable or have elected not to participate in this lender’s program, Cavco’s financial capabilities will enable us to engage in this and other special inventory financing programs for retailers. While the funds we expect to commit to inventory lending beginning in the fourth quarter will represent a relatively modest portion of our available cash, our involvement in this area will be quite helpful to retailers,” said Joseph Stegmayer, Chairman, President and Chief Executive Officer.

     Mr. Stegmayer also noted, “Operationally, we continued to reduce overhead expenses as incoming order rates and operating margins decreased. While demand for housing is not expected to improve until the mortgage markets strengthen and consumer confidence increases, we are addressing current market conditions and preparing for an improved sales environment with the introduction of new models, styles and price points designed to appeal to a broad spectrum of buyers. By continuing sound business practices and working closely with our independent distributors to aid them in adapting to the rapidly changing landscape, we believe Cavco is uniquely positioned for market growth and financial success over the long-term.”

     Cavco’s senior management will hold a conference call to review these results tomorrow, January 30, 2009, at 11:00 AM (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 www.cavco.com under the Investor Relations link.

     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)

	December 31,			March 31,
	2008			2008
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	74,141		$	73,610
Restricted cash		91			330
Accounts receivable		7,696			10,093
Inventories		10,659			11,293
Prepaid expenses and other current assets		3,463			1,839
Deferred income taxes		3,570			4,033
Total current assets		99,620			101,198
Property, plant and equipment, at cost:
Land		6,580			6,050
Buildings and improvements		7,354			7,290
Machinery and equipment		8,215			7,979
		22,149			21,319
Accumulated depreciation		(9,172	)		(8,613	)
		12,977			12,706
Goodwill		67,346			67,346
Total assets	$	179,943		$	181,250
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	305		$	2,147
Accrued liabilities		14,737			18,005
Total current liabilities		15,042			20,152
Deferred income taxes		15,815			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 6,506,843 and 6,452,415 shares, respectively		65			65
Additional paid-in capital		126,068			124,814
Retained earnings		22,953			21,472
Total stockholders’ equity		149,086			146,351
Total liabilities and stockholders’ equity	$	179,943		$	181,250

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

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
Net sales	$	25,093		$	31,909		$	90,632		$	107,710
Cost of sales		22,440			27,321			80,090			92,134
Gross profit		2,653			4,588			10,542			15,576
Selling, general and administrative expenses		2,859			3,323			9,105			10,452
(Loss) income from operations		(206	)		1,265			1,437			5,124
Interest income		151			683			730			2,072
(Loss) income before income taxes		(55	)		1,948			2,167			7,196
Income tax benefit (expense)		165			(583	)		(686	)		(2,187	)
Net income	$	110		$	1,365		$	1,481		$	5,009
Net income per share:
Basic	$	0.02		$	0.21		$	0.23		$	0.78
Diluted	$	0.02		$	0.20		$	0.22		$	0.75
Weighted average shares outstanding:
Basic		6,499,362			6,433,419			6,481,572			6,419,189
Diluted		6,693,418			6,677,167			6,695,654			6,664,458

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

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
Net sales
Manufacturing	$	23,988		$	30,054		$	87,959		$	101,422
Retail		2,448			3,077			6,772			10,101
Less: Intercompany		(1,343	)		(1,222	)		(4,099	)		(3,813	)
Net sales	$	25,093		$	31,909		$	90,632		$	107,710
Floor shipments — manufacturing		904			1,132			3,361			3,788
Average sales price per floor — manufacturing	$	26,535		$	26,549		$	26,170		$	26,775
Home shipments — manufacturing		604			746			2,210			2,425
Average sales price per home — manufacturing	$	39,715		$	40,287		$	39,800		$	41,824
Home shipments — retail		32			35			92			131
Capital expenditures	$	93		$	114		$	910		$	615
Depreciation	$	198		$	198		$	623		$	585

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