0000090896false00000908962023-08-012023-08-01

 

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): August 01, 2023

 

 

SKYLINE CHAMPION CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Indiana

001-04714

35-1038277

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

755 West Big Beaver Road, Suite 1000

 

Troy, Michigan

 

48084

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (248) 614-8211

 

 

(Former Name or Former Address, if Changed Since 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(s)

 


Name of each exchange on which registered

Common Stock

 

SKY

 

The New York Stock Exchange

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

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 August 1, 2023, Skyline Champion Corporation issued a press release relating to its results of operations and financial condition for the quarter ended July 1, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The attached press release contains both U.S. Generally Accepted Accounting Principles (“GAAP”) and non-GAAP financial measures. Reconciliations between non-GAAP and GAAP financial measures are included in the attached press release. Skyline Champion Corporation’s management utilizes non-GAAP financial information to provide a useful measure of comparative operating performance of Skyline Champion Corporation. The non-GAAP financial measures are supplemental to, and not a substitute for, measures of financial performance prepared in accordance with GAAP.

The press release, and the information set forth therein, is being furnished pursuant to Item 2.02 of this Current Report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section. Nor shall such document be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in the filing unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits.

99.1

Press Release issued by Skyline Champion Corporation on August 1, 2023

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.

 

 

 

Skyline Champion Corporation

 

 

 

 

Date:

August 1, 2023

By:

/s/ Robert Spence

 

 

 

Robert Spence
Senior Vice President,
General Counsel and Secretary

 


 

img82385316_0.jpg 

 

SKYLINE CHAMPION ANNOUNCES FIRST QUARTER FISCAL 2024 RESULTS

Troy, Michigan, August 1, 2023 /Business Wire/ -- Skyline Champion Corporation (NYSE: SKY) (“Skyline Champion”) today announced financial results for its first quarter ended July 1, 2023 (“fiscal 2024”).

First Quarter Fiscal 2024 Highlights (compared to First Quarter Fiscal 2023)

·
Net sales decreased 36.0% to $464.8 million
·
U.S. homes sold decreased 29.3% to 4,817
·
Total backlog decreased 15.7% to $260 million from the sequential fourth quarter
·
Average selling price (“ASP”) per U.S. home sold decreased 8.2% to $89,000
·
Gross profit margin contracted by 370 basis points to 27.9%
·
Net income decreased by 56.2% to $51.3 million
·
Earnings per share (“EPS”) decreased 56.4% to $0.89
·
Adjusted EBITDA decreased 58.9% to $66.8 million
·
Adjusted EBITDA margin contracted by 800 basis points to 14.4%
·
Net cash generated by operating activities of $74.9 million during the quarter

“Skyline Champion’s results for the first quarter of fiscal 2024 met expectations, reflecting continued execution on our operational initiatives as we navigate the current environment and shifts in demand” said Mark Yost, Skyline Champion’s President, and Chief Executive Officer. “On a sequential basis we are seeing orders increase and backlogs return to historically normal levels, while managing production to align with current demand trends. Skyline Champion continues to drive our strategic initiatives to transform homebuilding, generating value for shareholders now and in years to come.”

First Quarter Fiscal 2024 Results

Net sales for the first quarter fiscal 2024 decreased 36.0% to $464.8 million compared to the prior-year period. The number of U.S. homes sold in the first quarter fiscal 2024 decreased 29.3% to 4,817. Volume levels during the quarter were adversely impacted by the timing of community orders and the absence of FEMA-related sales which totaled $82.5 million in the first quarter of last year. The ASP per U.S. home sold decreased 8.2% to $89,000 due to the impact of product mix and the decrease in material surcharges. The number of Canadian factory-built homes sold in the quarter decreased to 221 homes compared to 352 homes in the prior-year period due to softening demand in certain markets.

 

Gross profit decreased by 43.5% to $129.7 million in the first quarter fiscal 2024 compared to the prior-year period. Gross profit margin was 27.9% of net sales, a 370-basis point contraction compared to 31.6% in the first quarter fiscal 2023. Gross margin contraction is being driven by lower volumes and changes in product mix including the absence of FEMA unit sales versus last year’s first quarter. Improvements in

 


 

operational capabilities helped maintain the margin profile on a sequential basis despite lower production rates and consumer shifts to smaller less optioned homes.

 

Selling, general, and administrative expenses (“SG&A”) in the first quarter fiscal 2024 decreased to $70.4 million from $72.3 million in the same period last year. SG&A as a percentage of net sales was 15.2%, compared to 10.0% in the prior year period. SG&A during the quarter reflects lower sales volumes and variable compensation, partially offset by expenses related to acquisitions closed in fiscal 2023 and investments in new capacity.

 

Net income decreased by 56.2% to $51.3 million for the first quarter fiscal 2024 compared to the prior-year period. The decrease in net income was driven by lower sales in the quarter.

 

Adjusted EBITDA for the first quarter fiscal 2024 decreased by 58.9% to $66.8 million compared to the first quarter fiscal 2023. Adjusted EBITDA margin for the quarter was 14.4%, compared to 22.4% in the prior-year period.

 

As of July 1, 2023, Skyline Champion had $797.7 million of cash and cash equivalents, an increase of $50.3 million in the current quarter.

 

Conference Call and Webcast Information:

Skyline Champion management will host a conference call tomorrow, August 2, 2023, at 9:00 a.m. Eastern Time, to discuss Skyline Champion’s financial results and an update on current operations.

 

Investors and other interested parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of Skyline Champion’s website at skylinechampion.com. The online replay will be available on the same website immediately following the call.

 

The conference call can also be accessed by dialing (877) 407-4018 (domestic) or (201) 689-8471 (international). A telephonic replay will be available approximately two hours after the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13739924. The replay will be available until 11:59 P.M. Eastern Time on August 16, 2023.

 

About Skyline Champion Corporation:

Skyline Champion Corporation (NYSE: SKY) is a leading producer of factory-built housing in North America and employs approximately 7,600 people. With more than 70 years of homebuilding experience and 44 manufacturing facilities throughout the United States and western Canada, Skyline Champion is well positioned with an innovative portfolio of manufactured and modular homes, ADUs, park-models and modular buildings for the single-family, multi-family, and hospitality sectors.

In addition to its core home building business, Skyline Champion provides construction services to install and set-up factory-built homes, operates a factory-direct retail business with 31 retail locations across the United States, and operates Star Fleet Trucking, providing transportation services to the manufactured housing and other industries from several dispatch locations across the United States.

Skyline Champion builds homes under some of the most well-known brand names in the factory-built housing industry including Skyline Homes, Champion Home Builders, Genesis Homes, Athens Park Models, Dutch Housing, Atlantic Homes, Excel Homes, Homes of Merit, New Era, Redman Homes, ScotBilt Homes, Shore Park, Silvercrest, Titan Homes in the U.S. and Moduline and SRI Homes in western Canada.

 


 

Presentation of Non-GAAP Financial Measures

In addition to the results provided in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) throughout this press release, Skyline Champion has provided non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA Margin, which present operating results on a basis adjusted for certain items. Skyline Champion uses these non-GAAP financial measures for business planning purposes and in measuring its performance relative to that of its competitors. Skyline Champion believes that these non-GAAP financial measures are useful financial metrics to assess its operating performance from period-to-period by excluding certain items that Skyline Champion believes are not representative of its core business. These non-GAAP financial measures are not intended to replace, and should not be considered superior to, the presentation of Skyline Champion’s financial results in accordance with U.S. GAAP.

Skyline Champion defines Adjusted EBITDA as net income or loss plus expenses or minus income, (a) the provision for income taxes, (b) interest income or expense, net, (c) depreciation and amortization, (d) gain or loss from discontinued operations, (e) non-cash restructuring charges and impairment of assets, (f) other non-operating income and costs, including but not limited to those costs for the acquisition and integration or disposition of businesses and idle facilities. Adjusted EBITDA is not a measure of earnings calculated in accordance with U.S. GAAP, and should not be considered an alternative to, or more meaningful than, net income or loss, net sales, operating income or earnings per share prepared on a U.S. GAAP basis. Adjusted EBITDA does not purport to represent cash flow provided by, or used in, operating activities as defined by U.S. GAAP. Skyline Champion believes that Adjusted EBITDA is commonly used by investors to evaluate its performance and that of its competitors. However, Skyline Champion’s use of Adjusted EBITDA may vary from that of others in its industry. Adjusted EBITDA is reconciled from the respective measure under U.S. GAAP in the tables below. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by net sales reported in the statement of operations.

 

Forward-Looking Statements

Statements in this press release, including certain statements regarding Skyline Champion’s strategic initiatives, and future market demand are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of words such as "believe," "expect," "future," "anticipate," "intend," "plan," "foresee," "may," "could," "should," "will," "potential," "continue," or other similar words or phrases. Similarly, statements that describe objectives, plans, or goals also are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Skyline Champion. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements. Risks and uncertainties include regional, national and international economic, financial, public health and labor conditions, and the following: supply-related issues, including prices and availability of materials; labor-related issues; inflationary pressures in the North American economy; the cyclicality and seasonality of the housing industry and its sensitivity to changes in general economic or other business conditions; demand fluctuations in the housing industry, including as a result of actual or anticipated increases in homeowner borrowing rates; the possible unavailability of additional capital when needed; competition and competitive pressures; changes in consumer preferences for our products or our failure to gauge those preferences; quality problems, including the quality of parts sourced from suppliers and related liability and reputational issues; data security breaches, cybersecurity attacks, and other information technology disruptions; the potential disruption of operations caused by the conversion to new information systems; the extensive regulation

 


 

affecting the production and sale of factory-built housing and the effects of possible changes in laws with which we must comply; the potential impact of natural disasters on sales and raw material costs; the risks associated with mergers and acquisitions, including integration of operations and information systems; periodic inventory adjustments by, and changes to relationships with, independent retailers; changes in interest and foreign exchange rates; insurance coverage and cost issues; the possibility that all or part of our intangible assets, including goodwill, might become impaired; the possibility that our risk management practices may leave us exposed to unidentified or unanticipated risks; the potential disruption to our business caused by public health issues, such as an epidemic or pandemic, and resulting government actions; and other risks set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section, and other sections, as applicable, in our Annual Reports on Form 10-K, including our Annual Report on Form 10-K for the fiscal year ended April 1, 2023 previously filed with the Securities and Exchange Commission (“SEC”), as well as in our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed with or furnished to the SEC.

If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, then the developments and future events concerning Skyline Champion set forth in this press release may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this release. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. Skyline Champion assumes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

 

Investor contact information:

Name: Kevin Doherty

Email: investorrelations@championhomes.com

Phone: (248) 614-8211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SKYLINE CHAMPION CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited, dollars and shares in thousands)

 

 

July 1,
2023

 

 

April 1,
2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

797,717

 

 

$

747,453

 

Trade accounts receivable, net

 

 

50,678

 

 

 

67,296

 

Inventories, net

 

 

196,510

 

 

 

202,238

 

Other current assets

 

 

34,123

 

 

 

26,479

 

Total current assets

 

 

1,079,028

 

 

 

1,043,466

 

Long-term assets:

 

 

 

 

 

 

Property, plant, and equipment, net

 

 

184,259

 

 

 

177,125

 

Goodwill

 

 

196,574

 

 

 

196,574

 

Amortizable intangible assets, net

 

 

42,383

 

 

 

45,343

 

Deferred tax assets

 

 

18,746

 

 

 

17,422

 

Other noncurrent assets

 

 

96,669

 

 

 

82,794

 

Total assets

 

$

1,617,659

 

 

$

1,562,724

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

47,218

 

 

$

44,702

 

Other current liabilities

 

 

198,726

 

 

 

204,215

 

Total current liabilities

 

 

245,944

 

 

 

248,917

 

Long-term liabilities:

 

 

 

 

 

 

Long-term debt

 

 

12,430

 

 

 

12,430

 

Deferred tax liabilities

 

 

6,305

 

 

 

5,964

 

Other liabilities

 

 

62,059

 

 

 

62,412

 

Total long-term liabilities

 

 

80,794

 

 

 

80,806

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

Common stock

 

 

1,586

 

 

 

1,585

 

Additional paid-in capital

 

 

524,907

 

 

 

519,479

 

Retained earnings

 

 

775,980

 

 

 

725,672

 

Accumulated other comprehensive loss

 

 

(11,552

)

 

 

(13,735

)

Total stockholders' equity

 

 

1,290,921

 

 

 

1,233,001

 

Total liabilities and stockholders' equity

 

$

1,617,659

 

 

$

1,562,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SKYLINE CHAMPION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, dollars and shares in thousands, except per share amounts)

 

 

Three Months Ended

 

 

 

July 1,
2023

 

 

July 2,
 2022

 

Net sales

 

$

464,769

 

 

$

725,881

 

Cost of sales

 

 

335,096

 

 

 

496,546

 

Gross profit

 

 

129,673

 

 

 

229,335

 

Selling, general, and administrative expenses

 

 

70,439

 

 

 

72,282

 

Operating income

 

 

59,234

 

 

 

157,053

 

Interest (income) expense, net

 

 

(9,301

)

 

 

90

 

Other (income)

 

 

 

 

 

(634

)

Income before income taxes

 

 

68,535

 

 

 

157,597

 

Income tax expense

 

 

17,266

 

 

 

40,446

 

Net income

 

$

51,269

 

 

$

117,151

 

Net income per share:

 

 

 

 

 

 

Basic

 

$

0.90

 

 

$

2.06

 

Diluted

 

$

0.89

 

 

$

2.04

 

 

 

 


 

SKYLINE CHAMPION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollars in thousand)

 

 

Three Months Ended

 

 

 

July 1,
2023

 

 

July 2,
 2022

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

51,269

 

 

$

117,151

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

7,592

 

 

 

5,616

 

Amortization of deferred financing fees

 

 

69

 

 

 

95

 

Equity-based compensation

 

 

5,428

 

 

 

3,960

 

Deferred taxes

 

 

(997

)

 

 

1,685

 

Loss on disposal of property, plant, and equipment

 

 

1

 

 

 

6

 

Foreign currency transaction (gain) loss

 

 

(207

)

 

 

351

 

Change in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

16,676

 

 

 

(38,141

)

Inventories

 

 

6,173

 

 

 

(48,855

)

Other assets

 

 

(6,974

)

 

 

(11,084

)

Accounts payable

 

 

1,375

 

 

 

(15,931

)

Accrued expenses and other liabilities

 

 

(5,548

)

 

 

32,569

 

Net cash provided by operating activities

 

 

74,857

 

 

 

47,422

 

Cash flows from investing activities

 

 

 

 

 

 

Additions to property, plant, and equipment

 

 

(10,341

)

 

 

(9,435

)

Investment in floor plant loans

 

 

(18,466

)

 

 

 

Proceeds from floor plan loans

 

 

3,184

 

 

 

 

Cash paid for acquisition

 

 

 

 

 

(9,553

)

Proceeds from disposal of property, plant, and equipment

 

 

8

 

 

 

17

 

Net cash used in investing activities

 

 

(25,615

)

 

 

(18,971

)

Cash flows from financing activities

 

 

 

 

 

 

Changes in floor plan financing, net

 

 

 

 

 

2,398

 

Stock option exercises

 

 

 

 

 

9

 

Tax payment for equity-based compensation

 

 

(961

)

 

 

(351

)

Net cash (used in) provided by financing activities

 

 

(961

)

 

 

2,056

 

Effect of exchange rate changes on cash, and cash equivalents

 

 

1,983

 

 

 

(2,142

)

Net increase in cash and cash equivalents

 

 

50,264

 

 

 

28,365

 

Cash and cash equivalents at beginning of period

 

 

747,453

 

 

 

435,413

 

Cash and cash equivalents at end of period

 

$

797,717

 

 

$

463,778

 

 

 


 

SKYLINE CHAMPION CORPORATION

RECONCILIAITON OF NET INCOME TO ADJUSTED EBITDA

(Unaudited, dollars in thousand)

 

 

 

 

Three Months Ended

 

 

 

 

July 1,
2023

 

 

July 2,
 2022

 

 Net income

 

 

$

51,269

 

 

$

117,151

 

Income tax expense

 

 

 

17,266

 

 

 

40,446

 

Interest (income) expense, net

 

 

 

(9,301

)

 

 

90

 

Depreciation and amortization

 

 

 

7,592

 

 

 

5,616

 

 EBITDA

 

 

 

66,826

 

 

 

163,303

 

Transaction costs

 

 

 

-

 

 

 

338

 

Other

 

 

 

-

 

 

 

(973

)

 Adjusted EBITDA

 

 

$

66,826

 

 

$

162,668

 

 

 


v3.23.2
Document And Entity Information
Aug. 01, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 01, 2023
Entity Registrant Name SKYLINE CHAMPION CORPORATION
Entity Central Index Key 0000090896
Entity Emerging Growth Company false
Securities Act File Number 001-04714
Entity Incorporation, State or Country Code IN
Entity Tax Identification Number 35-1038277
Entity Address, Address Line One 755 West Big Beaver Road, Suite 1000
Entity Address, City or Town Troy
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48084
City Area Code (248)
Local Phone Number 614-8211
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol SKY
Security Exchange Name NYSE

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