Document
false0000278166 0000278166 2020-01-30 2020-01-30



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 30, 2020
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.)
3636 North Central Avenue, Suite 1200
 
Phoenix
Arizona
85012
 
(Address of principal executive offices, including 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:
☐
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01
CVCO
The Nasdaq Stock Market LLC
 
 
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02.
Results of Operations and Financial Condition

On January 30, 2020, Cavco Industries, Inc., a Delaware corporation (the "Company"), announced financial results for its fiscal third quarter ended December 28, 2019. A copy of the Company’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
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




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
 
Daniel L. Urness
 
Executive Vice President, Chief Financial Officer and Treasurer
 
 
Date:
January 30, 2020





EXHIBIT INDEX

Exhibit
Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



image0a12.jpg
For additional information, contact:
Mark Fusler
Director of Financial Reporting and Investor Relations
News Release
Phone: 602-256-6263
On the Internet: www.cavco.com
FOR IMMEDIATE RELEASE
CAVCO INDUSTRIES REPORTS FISCAL 2020 THIRD QUARTER RESULTS

PHOENIX, January 30, 2020 – Cavco Industries, Inc. (Nasdaq: CVCO) today announced financial results for the third fiscal quarter ended December 28, 2019. On August 2, 2019, the Company completed the acquisition of Destiny Homes, which operates a manufactured and modular housing factory in Moultrie, Georgia. The results from this acquired operation since the acquisition date are included in the consolidated financial statements presented herein.
Financial highlights include the following:
•
Net revenue for the third quarter of fiscal year 2020 was $273.7 million, up 17.1% from $233.7 million for the third quarter of fiscal year 2019. The increase was from improved home sales volume, including homes sold from the new Destiny acquisition, changes in product mix and higher home selling prices compared to the prior year. Net revenue for the first nine months of fiscal 2020 was $806.4 million, an 11.8% increase from $721.6 million in the comparable prior year period.
•
Income from operations increased 26.4% to $23.0 million for the third quarter of fiscal year 2020 compared to $18.2 million in the same quarter last year. The improvement was the result of sales increases in the factory-built housing segment and decreased weather related claims volume in the financial services segment compared to the same period in the prior year. The increase was partially offset by greater amortization of additional director and officer insurance premiums, as the policies were purchased in the last month of the prior year period, as well as greater sales commissions and incentive compensation. Income from operations for the first nine months of fiscal 2020 was $70.4 million, a 17.7% increase from $59.8 million in the comparable prior year period.
•
Net income was $20.9 million for the third quarter of fiscal year 2020, compared to net income of $13.4 million in the same quarter of the prior year, a 56.0% increase. These results were further benefited by greater unrealized gains on corporate equity investments compared to the prior year quarter, lower effective income tax rates largely from tax credits enacted during the period and lower interest expense resulting from securitized bond repurchases earlier in the fiscal year. For the nine months ended December 28, 2019, net income was $63.1 million, up 29.6% from $48.7 million in the prior year period. Diluted net income per share was $2.25 and $6.81 for the three and nine months ended December 28, 2019, respectively, compared to $1.44 and $5.24 for the comparable periods last year.
Factory-built housing shipments have increased in recent months, helping to bring elevated sales order backlogs down to approximately 6 weeks of production, or $115 million. This is compared to approximately 7 weeks, or $137 million, at the end of the most recent quarter ended September 28, 2019, and down from approximately 10 weeks of production, or $166 million, at December 29, 2018. At 6 weeks of production, the Company views the current backlog to be healthy and still above ideal levels.




During each period presented, ancillary items had the following impact on the results of operations (in millions):
 
 
Three Months Ended
 
Nine Months Ended
 
December 28,
2019
 
December 29,
2018
 
December 28,
2019
 
December 29,
2018
Net revenue
 
Unrealized gains (losses) on equity investments in the financial services segment
$
0.3

 
$
(0.9
)
 
$
0.6

 
$
(0.5
)
Selling, general and administrative expenses
 
 
 
Amortization of additional director and officer insurance premiums
(2.1
)
 
(0.7
)
 
(6.3
)
 
(0.7
)
 
Legal and other expenses related to the Securities and Exchange Commission inquiry
(0.9
)
 
(1.3
)
 
(2.5
)
 
(1.3
)
Other income, net
 
Unrealized gains (losses) on corporate equity securities
0.3

 
(2.1
)
 
1.4

 
(1.0
)
 
Gain on sale of idle land
—

 
—

 
3.4

 
—

Income tax expense
 
Recognition of certain tax credits under the 2020 Appropriations Bill
1.7

 
—

 
1.7

 
—

 
Tax benefits from stock option exercises
0.4

 
—

 
1.3

 
2.3

Commenting on the quarter, Bill Boor, President and Chief Executive Officer said, "In the third quarter, we continued to see strong margins and growth in factory-built home shipments. Consumer demand is strong as well, supported by high employment levels, growing household incomes and low interest rates. Backlogs remain at healthy levels that will carry us through to the seasonally stronger Spring season."
Cavco’s management will hold a conference call to review these results tomorrow, January 31, 2020, at 1:00 PM (Eastern Time). Interested parties can access a live webcast of the conference call on the Internet at https://investor.cavco.com or via telephone at + 1 (844) 348-1686 (domestic) or + 1 (213) 358-0891 (international). An archive of the webcast and presentation will be available for 90 days at https://investor.cavco.com.
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 one of the largest producers of manufactured homes in the United States, based on reported wholesale shipments, marketed under a variety of brand names including Cavco, Fleetwood, Palm Harbor, Fairmont, Friendship, Chariot Eagle, Lexington and Destiny. The Company is also a leading producer of park model RVs, vacation cabins and systems-built commercial structures, as well as modular homes. Cavco’s finance subsidiary, CountryPlace Mortgage, is an approved Fannie Mae and Freddie Mac seller/servicer and a Ginnie Mae mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Our insurance subsidiary, Standard Casualty, provides property and casualty insurance to owners of manufactured homes.




Forward-Looking Statements

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: our ability to successfully integrate past acquisitions or future acquisitions and the ability to attain the anticipated benefits of such acquisitions; the risk that any past or future acquisition may adversely impact our liquidity; involvement in vertically integrated lines of business, including manufactured housing consumer finance, commercial finance and insurance; information technology failures or cyber incidents; curtailment of available financing from home-only lenders; availability of wholesale financing and limited floor plan lenders; our participation in certain wholesale and retail financing programs for the purchase of our products by industry distributors and consumers, which may expose us to additional risk of credit loss; significant warranty and construction defect claims; our contingent repurchase obligations related to wholesale financing; market forces and housing demand fluctuations; net losses were incurred in certain prior periods and our ability to generate income in the future; a write-off of all or part of our goodwill; the cyclical and seasonal nature of our business; limitations on our ability to raise capital; competition; our ability to maintain relationships with independent distributors; our business and operations being concentrated in certain geographic regions; labor shortages and the pricing and availability of raw materials; unfavorable zoning ordinances; loss of any of our executive officers; organizational document provisions delaying or making a change in control more difficult; volatility of stock price; general deterioration in economic conditions and turmoil in the credit markets; governmental and regulatory disruption, including federal government shutdowns; extensive regulation affecting manufactured housing; potential financial impact on the Company from the subpoenas we received from the SEC, including the risk of potential litigation or regulatory action, and costs and expenses arising from the SEC subpoenas and the events described in or covered by the SEC subpoenas, which include the Company's indemnification obligations and insurance costs regarding such matters, and potential reputational damage that the Company may suffer; and losses not covered by our director and officer insurance may be large, adversely impacting financial performance; 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 2019 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 undue reliance on any such forward-looking statements.




CAVCO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
 
December 28,
2019
 
March 30,
2019
ASSETS
(Unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
216,882

 
$
187,370

Restricted cash, current
13,026

 
12,148

Accounts receivable, net
39,411

 
40,701

Short-term investments
13,945

 
12,620

Current portion of consumer loans receivable, net
37,151

 
30,058

Current portion of commercial loans receivable, net
15,433

 
15,234

Inventories
110,144

 
116,203

Assets held for sale
—

 
3,061

Prepaid expenses and other current assets
55,994

 
44,654

Total current assets
501,986

 
462,049

Restricted cash
350

 
351

Investments
31,229

 
32,137

Consumer loans receivable, net
52,841

 
56,727

Commercial loans receivable, net
28,924

 
27,772

Property, plant and equipment, net
71,407

 
63,484

Goodwill and other intangibles, net
89,962

 
82,696

Operating lease right-of-use assets
10,710

 
—

Total assets
$
787,409

 
$
725,216

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
27,050

 
$
29,305

Accrued liabilities
132,878

 
125,181

Current portion of securitized financings and other
1,862

 
19,522

Total current liabilities
161,790

 
174,008

Operating lease liabilities
7,795

 
—

Deferred income taxes
8,439

 
7,002

Securitized financings and other
14,125

 
14,618

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value; 1,000,000 shares authorized; No shares issued or outstanding
—

 
—

Common stock, $0.01 par value; 40,000,000 shares authorized; Outstanding 9,141,191 and 9,098,320 shares, respectively
91

 
91

Additional paid-in capital
251,941

 
249,447

Retained earnings
343,143

 
280,078

Accumulated other comprehensive income (loss)
85

 
(28
)
Total stockholders’ equity
595,260

 
529,588

Total liabilities and stockholders’ equity
$
787,409

 
$
725,216






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

 
Three Months Ended
 
Nine Months Ended
 
December 28,
2019
 
December 29,
2018
 
December 28,
2019
 
December 29,
2018
Net revenue
$
273,722

 
$
233,700

 
$
806,439

 
$
721,633

Cost of sales
213,867

 
184,679

 
627,819

 
571,720

Gross profit
59,855

 
49,021

 
178,620

 
149,913

Selling, general and administrative expenses
36,844

 
30,833

 
108,191

 
90,081

Income from operations
23,011

 
18,188

 
70,429

 
59,832

Interest expense
(490
)
 
(923
)
 
(1,278
)
 
(2,836
)
Other income, net
2,211

 
(318
)
 
10,198

 
3,604

Income before income taxes
24,732

 
16,947

 
79,349

 
60,600

Income tax expense
(3,834
)
 
(3,563
)
 
(16,284
)
 
(11,949
)
Net income
$
20,898

 
$
13,384

 
$
63,065

 
$
48,651

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
2.29

 
$
1.47

 
$
6.91

 
$
5.36

Diluted
$
2.25

 
$
1.44

 
$
6.81

 
$
5.24

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
9,138,202

 
9,097,993

 
9,120,241

 
9,075,156

Diluted
9,293,941

 
9,270,220

 
9,259,203

 
9,282,178







CAVCO INDUSTRIES, INC.
OTHER OPERATING DATA
(Dollars in thousands)
(Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
December 28,
2019
 
December 29,
2018
 
December 28,
2019
 
December 29,
2018
Net revenue:
 
 
 
 
 
 
 
Factory-built housing
$
257,106

 
$
220,342

 
$
758,564

 
$
680,198

Financial services
16,616

 
13,358

 
47,875

 
41,435

Total net revenue
$
273,722

 
$
233,700

 
$
806,439

 
$
721,633

 
 
 
 
 
 
 
 
Gross profit:
 
 
 
 
 
 
 
Factory-built housing
$
48,793

 
$
41,730

 
$
149,567

 
$
127,414

Financial services
11,062

 
7,291

 
29,053

 
22,499

Total gross profit
$
59,855

 
$
49,021

 
$
178,620

 
$
149,913

 
 
 
 
 
 
 
 
Income from operations:
 
 
 
 
 
 
 
Factory-built housing
$
16,776

 
$
14,948

 
$
55,219

 
$
49,662

Financial services
6,235

 
3,240

 
15,210

 
10,170

Total income from operations
$
23,011

 
$
18,188

 
$
70,429

 
$
59,832

 
 
 
 
 
 
 
 
Capital expenditures
$
2,543

 
$
2,442

 
$
6,487

 
$
6,318

Depreciation
$
1,372

 
$
1,114

 
$
3,789

 
$
3,224

Amortization of other intangibles
$
188

 
$
80

 
$
419

 
$
244

 
 
 
 
 
 
 
 
Total factory-built homes sold
3,865

 
3,447

 
11,453

 
10,870


###