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 31, 2013
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) |
Registrants 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 January 31, 2013, Cavco Industries, Inc., a Delaware corporation (the Corporation), announced financial results for its fiscal third quarter and nine months ended December 29, 2012. A copy of the Corporations press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 31, 2013, the Audit Committee of the Board of Directors of the Company approved the Companys change to a 52-53 week fiscal year ending on the Saturday nearest to March 31 of each year in order to improve the alignment of financial and business processes and to streamline financial reporting. This change is effective with the end of Cavcos fiscal third quarter and nine months ended December 29, 2012. The Companys current fiscal year will end on March 30, 2013.
Item 9.01. | Financial Statements and Exhibits |
Exhibit Number |
Description | |
99.1 | Press Release dated January 31, 2013 |
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 31, 2013
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release dated January 31, 2013 |
Exhibit 99.1
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For additional information, contact:
Joseph Stegmayer Chairman and CEO joes@cavco.com |
Daniel Urness CFO and Treasurer danu@cavco.com | ||
N e w s R e l e a s e | Phone: 602-256-6263 On the Internet: www.cavco.com |
FOR IMMEDIATE RELEASE
CAVCO INDUSTRIES REPORTS FISCAL THIRD QUARTER RESULTS
PHOENIX, January 31, 2013 Cavco Industries, Inc. (NASDAQ: CVCO) today announced financial results for the third quarter and first nine months ended December 29, 2012 of its fiscal year 2013.
Net sales for the third quarter of fiscal 2013 totaled $114.6 million, compared to $114.6 million for the third quarter of fiscal year 2012. Net income for the fiscal 2013 third quarter was $3.0 million, compared to $3.0 million reported in the same quarter one year ago.
Net income attributable to Cavco stockholders for the fiscal 2013 third quarter was $1.5 million, compared to $1.7 million reported in the same quarter one year ago. Net income per share based on basic and diluted weighted average shares outstanding for the quarter ended December 29, 2012 was $0.21, versus basic and diluted net income per share for the quarter ended December 31, 2011, of $0.24. The Company has changed to a 52-53 week fiscal year ending on the Saturday nearest to March 31 of each year in order to improve the alignment of financial and business processes and to streamline financial reporting. This change is effective with the end of Cavcos fiscal third quarter and nine months ended December 29, 2012, which is comparable to the fiscal third quarter and nine months ended December 31, 2011.
For the first nine months of fiscal 2013, net sales totaled $343.5 million, versus $343.6 million for the comparable prior year period. Net income attributable to Cavco stockholders for the first nine months of fiscal 2013 was $3.6 million compared to $13.6 million last year. Net income attributable to Cavco stockholders for the nine months ended December 31, 2011 included one-half (or approximately $11.0 million) of the bargain purchase gain recognized from the Palm Harbor transaction, which occurred on April 23, 2011. This bargain purchase gain allocation was consistent with Cavcos ownership percentage of Palm Harbor. For the nine months ended December 29, 2012, net income per share based on basic and diluted weighted average shares outstanding was $0.51, versus basic and diluted net income per share of $1.98 and $1.96, respectively, for the prior year period.
Referring to the fiscal 2013 third quarter results, Joseph Stegmayer, Chairman, President and Chief Executive Officer said, We are pleased with the continued contributions and progress of our acquired businesses. However, increasing homebuilding component and raw material costs, continued competitive pricing pressures, market demand for smaller and lower price-point homes and a higher income tax provision adversely affected our earnings during the quarter. The average sales price per home was approximately $50,100 during the third quarter of fiscal year 2013 compared to $53,200 during the third quarter last year, a 5.8% decrease. On a positive note, home sales increased this quarter to 2,065 homes, 4.7% higher than 1,972 homes sold during the same quarter last year.
We continue to expand our presence in key markets in the United States and have made progress in other regions. Our financial services subsidiaries are broadening their product offerings to manufactured home buyers in current and new geographic areas, and continue to be solid contributors to our financial results. Rising apartment occupancy rates and higher rental costs should make affordable manufactured housing an increasingly attractive alternative for many people. As employment and consumer confidence levels improve, we anticipate rising demand for our homes, Mr. Stegmayer concluded.
Cavcos management will hold a conference call to review these results tomorrow, February 1, 2013, 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. 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 the second largest producer 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. Its 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, 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, and any future acquisition or attain the anticipated benefits of such acquisition; the risk that the acquisition of Fleetwood Homes, Palm Harbor, 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, through the Palm Harbor transaction; 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 2012 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)
December 29, | March 31, | |||||||
2012 | 2012 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 42,451 | $ | 41,094 | ||||
Restricted cash, current |
6,036 | 6,331 | ||||||
Accounts receivable, net |
15,478 | 14,871 | ||||||
Short-term investments |
6,182 | 5,377 | ||||||
Current portion of consumer loans receivable, net |
21,921 | 20,705 | ||||||
Current portion of inventory finance notes receivable, net |
4,002 | 1,982 | ||||||
Inventories |
62,636 | 62,246 | ||||||
Assets held for sale |
1,150 | 3,903 | ||||||
Prepaid expenses and other current assets |
8,564 | 7,848 | ||||||
Deferred income taxes, current |
7,400 | 6,657 | ||||||
|
|
|
|
|||||
Total current assets |
175,820 | 171,014 | ||||||
|
|
|
|
|||||
Restricted cash |
1,178 | 453 | ||||||
Investments |
10,324 | 8,825 | ||||||
Consumer loans receivable, net |
94,451 | 98,594 | ||||||
Inventory finance notes receivable, net |
21,875 | 22,699 | ||||||
Property, plant and equipment, net |
49,790 | 50,064 | ||||||
Goodwill and other intangibles, net |
79,779 | 80,915 | ||||||
Deferred income taxes |
3,178 | 4,770 | ||||||
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|
|
|||||
Total assets |
$ | 436,395 | $ | 437,334 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 11,041 | $ | 11,732 | ||||
Accrued liabilities |
59,181 | 58,495 | ||||||
Construction lending lines |
| 4,550 | ||||||
Current portion of securitized financings |
10,304 | 10,728 | ||||||
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|
|
|
|||||
Total current liabilities |
80,526 | 85,505 | ||||||
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|
|||||
Securitized financings |
74,220 | 80,747 | ||||||
Deferred income taxes |
16,292 | 16,198 | ||||||
Redeemable noncontrolling interest |
90,284 | 86,541 | ||||||
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 6,967,954 and 6,890,796 shares, respectively |
70 | 69 | ||||||
Additional paid-in capital |
134,753 | 131,589 | ||||||
Retained earnings |
40,198 | 36,627 | ||||||
Accumulated other comprehensive income |
52 | 58 | ||||||
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|
|
|||||
Total stockholders equity |
175,073 | 168,343 | ||||||
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Total liabilities, redeemable noncontrolling interest and stockholders equity |
$ | 436,395 | $ | 437,334 | ||||
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CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
December 29, | December 31, | December 29, | December 31, | |||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net sales |
$ | 114,603 | $ | 114,564 | $ | 343,468 | $ | 343,553 | ||||||||
Cost of sales |
88,028 | 87,642 | 267,131 | 272,243 | ||||||||||||
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|||||||||
Gross profit |
26,575 | 26,922 | 76,337 | 71,310 | ||||||||||||
Selling, general and administrative expenses |
20,307 | 20,535 | 60,400 | 59,113 | ||||||||||||
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|
|
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Income from operations |
6,268 | 6,387 | 15,937 | 12,197 | ||||||||||||
Interest expense |
(1,403 | ) | (2,043 | ) | (4,656 | ) | (5,420 | ) | ||||||||
Other income |
416 | 440 | 1,199 | 1,055 | ||||||||||||
Gain on bargain purchase |
| | | 22,009 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
5,281 | 4,784 | 12,480 | 29,841 | ||||||||||||
Income tax expense |
(2,260 | ) | (1,804 | ) | (5,160 | ) | (3,001 | ) | ||||||||
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|
|
|
|
|
|
|
|||||||||
Net income |
3,021 | 2,980 | 7,320 | 26,840 | ||||||||||||
Less: net income attributable to redeemable noncontrolling interest |
1,564 | 1,303 | 3,749 | 13,256 | ||||||||||||
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|
|||||||||
Net income attributable to Cavco common stockholders |
$ | 1,457 | $ | 1,677 | $ | 3,571 | $ | 13,584 | ||||||||
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Comprehensive income: |
||||||||||||||||
Net income |
$ | 3,021 | $ | 2,980 | $ | 7,320 | $ | 26,840 | ||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax |
(74 | ) | 242 | (12 | ) | (40 | ) | |||||||||
|
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|
|
|
|
|
|
|||||||||
Comprehensive income |
2,947 | 3,222 | 7,308 | 26,800 | ||||||||||||
Comprehensive income attributable to redeemable noncontrolling interest |
1,527 | 1,424 | 3,743 | 13,236 | ||||||||||||
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|||||||||
Comprehensive income attributable to |
||||||||||||||||
Cavco common stockholders |
$ | 1,420 | $ | 1,798 | $ | 3,565 | $ | 13,564 | ||||||||
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Net income per share attributable to Cavco common stockholders: |
||||||||||||||||
Basic |
$ | 0.21 | $ | 0.24 | $ | 0.51 | $ | 1.98 | ||||||||
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Diluted |
$ | 0.21 | $ | 0.24 | $ | 0.51 | $ | 1.96 | ||||||||
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Weighted average shares outstanding: |
||||||||||||||||
Basic |
6,967,954 | 6,890,517 | 6,953,037 | 6,873,078 | ||||||||||||
|
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Diluted |
7,037,333 | 6,951,958 | 7,018,280 | 6,936,054 | ||||||||||||
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CAVCO INDUSTRIES, INC.
OTHER OPERATING DATA
(Dollars in thousands)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
December 29, | December 31, | December 29, | December 31, | |||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net sales: |
||||||||||||||||
Factory-built housing |
$ | 103,472 | $ | 104,931 | $ | 310,822 | $ | 317,457 | ||||||||
Financial services |
11,131 | 9,633 | 32,646 | 26,096 | ||||||||||||
|
|
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|
|
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|
|||||||||
Total net sales |
$ | 114,603 | $ | 114,564 | $ | 343,468 | $ | 343,553 | ||||||||
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|||||||||
Capital expenditures |
$ | 177 | $ | 434 | $ | 563 | $ | 2,273 | ||||||||
Depreciation |
$ | 641 | $ | 602 | $ | 1,908 | $ | 1,667 | ||||||||
Amortization of other intangibles |
$ | 345 | $ | 880 | $ | 1,136 | $ | 2,566 | ||||||||
Factory-built homes sold: |
||||||||||||||||
by Company owned stores |
491 | 437 | 1,469 | 1,357 | ||||||||||||
to independent dealers, builders & developers |
1,574 | 1,535 | 4,753 | 4,613 | ||||||||||||
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|||||||||
Total factory-built homes sold |
2,065 | 1,972 | 6,222 | 5,970 | ||||||||||||
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