UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filers,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:):
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
Emerging growth company |
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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.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Number of shares of common stock outstanding as of October 22, 2024:
CHAMPION HOMES, INC.
FORM 10-Q
TABLE OF CONTENTS
i
EXPLANATORY NOTE
On August 5, 2024, Skyline Champion Corporation changed its name to Champion Homes, Inc., which we refer to in this Quarterly Report on Form 10-Q as the “name change.” Unless the context otherwise requires, references herein to the “Company,” “we,” “us,” or “our” refer to Skyline Champion Corporation for periods ending on or before the name change and to Champion Homes, Inc. for any references to the Company after the name change.
ii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Champion Homes, Inc.
Condensed Consolidated Balance Sheets
(Dollars and shares in thousands, except per share amounts)
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September 28, 2024 |
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March 30, 2024 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade accounts receivable, net |
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Inventories, net |
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Other current assets |
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Total current assets |
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Long-term assets: |
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Property, plant, and equipment, net |
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Goodwill |
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Amortizable intangible assets, net |
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Deferred tax assets |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Floorplan payable |
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$ |
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$ |
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Accounts payable |
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Other current liabilities |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt |
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Deferred tax liabilities |
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Other liabilities |
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Total long-term liabilities |
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Stockholders' Equity: |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
) |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
1
Champion Homes, Inc.
Condensed Consolidated Income Statements
(Unaudited, dollars in thousands, except per share amounts)
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Three months ended |
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Six months ended |
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September 28, 2024 |
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September 30, 2023 |
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September 28, 2024 |
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September 30, 2023 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general, and administrative expenses |
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Operating income |
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Interest (income), net |
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( |
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( |
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( |
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( |
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Other expense (income) |
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( |
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Income before income taxes |
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Income tax expense |
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Net income before equity in net loss of affiliates |
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Equity in net loss of affiliates |
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Net income |
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Net (income) attributable to non-controlling interest |
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Net income attributable to Champion Homes, Inc. |
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$ |
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$ |
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$ |
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$ |
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Net income attributable to Champion Homes, Inc. per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
2
Champion Homes, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, dollars in thousands)
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Three months ended |
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Six months ended |
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September 28, 2024 |
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September 30, 2023 |
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September 28, 2024 |
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September 30, 2023 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income, net of tax: |
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Foreign currency translation adjustments |
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( |
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Total other comprehensive income (loss) |
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Total comprehensive income before non-controlling interests |
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Comprehensive (income) attributable to non-controlling interests |
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( |
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Comprehensive income attributable to Champion Homes, Inc. |
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$ |
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$ |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
3
Champion Homes, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
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Six months ended |
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September 28, 2024 |
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September 30, 2023 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of deferred financing fees |
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Equity-based compensation |
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Deferred taxes |
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( |
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Loss on disposal of property, plant, and equipment |
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Foreign currency transaction (gain) loss |
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( |
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Equity in net loss of affiliates |
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Dividends from equity method investment |
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Change in fair value of contingent consideration |
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Change in assets and liabilities: |
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Accounts receivable |
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( |
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Floor plan receivables |
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( |
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( |
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Inventories |
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( |
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Other assets |
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( |
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( |
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Accounts payable |
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Accrued expenses and other liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Additions to property, plant, and equipment |
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( |
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Cash paid for equity method investment |
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( |
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Cash paid for investment in ECN common stock |
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Cash paid for investment in ECN preferred stock |
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( |
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Investment in floor plan loans |
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( |
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Proceeds from floor plan loans |
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Proceeds from disposal of property, plant, and equipment |
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Net cash used in investing activities |
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( |
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Cash flows from financing activities |
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Changes in floor plan financing, net |
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( |
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Payments on long term debt |
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( |
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Payments on repurchase of common stock |
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( |
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Stock option exercises |
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Tax payments for equity-based compensation |
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( |
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( |
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Net cash used in financing activities |
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( |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
4
Champion Homes, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, dollars and shares in thousands)
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Three months ended September 28, 2024 |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Accumulated |
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Non-Controlling Interest |
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Total |
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Balance at June 29, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net common stock issued under equity-based compensation plans |
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( |
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— |
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— |
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Common stock repurchases |
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( |
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( |
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— |
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( |
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— |
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— |
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( |
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Distributions declared payable to non-controlling interest |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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Balance at September 28, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Six months ended September 28, 2024 |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Accumulated |
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Non-Controlling Interest |
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Total |
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Balance at March 30, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net common stock issued under equity-based compensation plans |
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( |
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— |
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— |
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( |
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Common stock repurchases |
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( |
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( |
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— |
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( |
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— |
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— |
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( |
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Distributions declared payable to non-controlling interest |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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Balance at September 28, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Three months ended September 30, 2023 |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Accumulated |
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Total |
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Balance at July 1, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Net common stock issued under equity-based compensation plans |
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( |
) |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Six months ended September 30, 2023 |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Retained |
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Accumulated |
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Total |
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Balance at April 1, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Net common stock issued under equity-based compensation plans |
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( |
) |
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— |
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( |
) |
|||
Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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Balance at September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Components of accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Champion Homes, Inc.
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation and Business
Nature of Operations: The operations of Champion Homes, Inc., formerly known as Skyline Champion Corporation (the “Company”), consist of manufacturing, retail, construction services, and transportation activities. At September 28, 2024, the Company operated
Basis of Presentation: The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations.
The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries after elimination of intercompany balances and transactions. In the opinion of management, these statements include all normal recurring adjustments necessary to fairly state the Company’s consolidated results of operations, cash flows, and financial position. The Company has evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on May 29, 2024 (the “Fiscal 2024 Annual Report”).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes thereto. Actual results could differ from those estimates. The condensed consolidated income statements, condensed consolidated statements of comprehensive income, and condensed consolidated statements of cash flows for the interim periods are not necessarily indicative of the results of operations or cash flows for the full year.
The Company’s fiscal year is a 52- or 53-week period that ends on the Saturday nearest to March 31. The Company’s current fiscal year, “fiscal 2025,” will end on March 29, 2025 and will include 52 weeks. References to “fiscal 2024” refer to the Company’s fiscal year ended March 30, 2024. The three and six months ended September 28, 2024 and September 30, 2023 each included 13 weeks and 26 weeks, respectively.
The Company’s allowance for credit losses on financial assets measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current economic conditions and forecasts that affect the collectability of the reported amount. Expected credit losses for newly recognized financial assets, as well as changes to expected credit losses during the period, are recognized in earnings. Accounts receivable are reflected net of reserves of $
Floor plan receivables consist primarily of amounts loaned by the Company through Triad Financial Services, Inc. ("Triad") to certain independent retailers for purchases of homes manufactured by the Company, of which $
The floor plan receivables are collateralized by the related homes, mitigating loss exposure. The Company and Triad evaluate the credit worthiness of each independent retailer prior to credit approval, including reviewing the independent retailer’s payment history, financial condition, and the overall economic environment. The Company evaluates the risk of credit loss in aggregate on existing loans with similar terms, based on historic experience and current economic conditions, as well as individual retailers with past due balances or other indications of heightened credit risk. The allowance for credit losses related to floor plan receivables was not material as of September 28, 2024 or March 30, 2024. Loans are considered past due if any required interest or curtailment payment remains unpaid 30 days after the due date. Receivables are placed on non-performing status if any interest or installment payments are past due over 90 days. Loans are placed on nonaccrual status when interest payments are past due over 90 days. At September 28, 2024, there were
6
Champion Homes, Inc.
Notes to Condensed Consolidated Financial Statements - Continued
Interest income from floor plan receivables is recognized on an accrual basis and is included in interest income in the accompanying Condensed Consolidated Income Statements. Interest income from floor plan receivables for the three months ended September 28, 2024 and September 30, 2023 was $
Recently issued accounting pronouncements: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023 (fiscal 2025). We are assessing the effect of this update on our consolidated financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). We are assessing the effect of this update on our consolidated financial statement disclosures.
2. Business Combinations
Regional Homes Acquisition
On
7
Champion Homes, Inc.
Notes to Condensed Consolidated Financial Statements - Continued
The following table presents the consideration transferred and the purchase price allocation:
Description |
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Amount |
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Fair value of consideration transferred |
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|
|
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Fair value of Champion Homes, Inc. common stock issued as consideration ( |
|
$ |
|
|
Cash consideration, net of cash acquired |
|
|
|
|
Working capital adjustment |
|
|
|
|
Estimated earn out consideration |
|
|
|
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Total consideration |
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$ |
|
|
Preliminary purchase price allocations: |
|
|
|
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Trade accounts receivable |
|
|
|
|
Inventories |
|
|
|
|
Other current assets |
|
|
|
|
Property, plant, and equipment, net |
|
|
|
|
Amortizable intangible assets, net |
|
|
|
|
Other noncurrent assets |
|
|
|
|
Floor plan payable |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
Other current liabilities |
|
|
( |
) |
Long-term debt |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
Identifiable net assets acquired |
|
|
|
|
Goodwill |
|
|
|
|
Total purchase price |
|
$ |
|
|
Trade accounts receivable, other assets, floor plan and accounts payable, long-term debt and other liabilities are generally stated at historical carrying values as they approximate fair value. Retail inventories are reflected at manufacturer wholesale prices. Intangible assets include $
The acquisition of Regional Homes was a taxable business combination. Therefore, the Company’s tax basis in the assets acquired and the liabilities assumed approximate the respective fair values at the acquisition date.
3. Inventories, net
The components of inventory, net of reserves for obsolete inventory, were as follows:
(Dollars in thousands) |
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September 28, 2024 |
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March 30, 2024 |
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||
Raw materials |
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$ |
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$ |
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||
Work in process |
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|
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|
|
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Finished goods and other |
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|
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Total inventories, net |
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$ |
|
|
$ |
|
||
8
Champion Homes, Inc.
Notes to Condensed Consolidated Financial Statements - Continued
4. Property, Plant, and Equipment
Property, plant, and equipment are stated at cost. Depreciation is calculated primarily on a straight-line basis, generally over the following estimated useful lives: land improvements –
The components of property, plant, and equipment were as follows:
(Dollars in thousands) |
|
September 28, 2024 |
|
|
March 30, 2024 |
|
||
Land and improvements |
|
$ |
|
|
$ |
|
||
Buildings and improvements |
|
|
|
|
|
|
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Machinery and equipment |
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|
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Construction in progress |
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Property, plant, and equipment, at cost |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property, plant, and equipment, net |
|
$ |
|
|
$ |
|
||
5. Goodwill, Intangible Assets, and Cloud Computing Arrangements
Goodwill
Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At both September 28, 2024 and March 30, 2024, the Company had goodwill of $
Intangible Assets
The components of amortizable intangible assets were as follows:
(Dollars in thousands) |
|
September 28, 2024 |
|
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March 30, 2024 |
|
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Customer |
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Trade |
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Total |
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Customer |
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Trade |
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Total |
|
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Gross carrying amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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$ |
|
|
$ |
|
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Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortizable intangibles, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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During the three months ended September 28, 2024 and September 30, 2023, amortization of intangible assets was $
Cloud Computing Arrangements
The Company capitalizes costs associated with the development of cloud computing arrangements in a manner consistent with internally developed software. At September 28, 2024 and March 30, 2024, the Company had capitalized cloud computing costs, net of amortization of $
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Champion Homes, Inc.
Notes to Condensed Consolidated Financial Statements - Continued
6. Investment in ECN Capital Corporation
In September 2023, the Company entered into a share subscription agreement with ECN Capital Corp. ("ECN") and made a $
The Company's interest in the common stock investment in ECN is accounted for under the equity method and the Company’s share of the earnings or losses of ECN are recorded on a three-month lag. For the three months ended September 28, 2024, the Company's share of ECN's earnings was $
The Company's investment in the Preferred Shares is included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. The investment is measured using the measurement alternative for equity investments without a readily determinable fair value. The carrying amount of $
7. Other Current Liabilities
The components of other current liabilities were as follows:
(Dollars in thousands) |
|
September 28, 2024 |
|
|
March 30, 2024 |
|
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Customer deposits |
|
$ |
|
|
$ |
|
||
Accrued volume rebates |
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|
|
|
|
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Accrued warranty obligations |
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Accrued compensation and payroll taxes |
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Accrued insurance |
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Accrued product liability - water intrusion |
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|
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Other |
|
|
|
|
|
|
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Total other current liabilities |
|
$ |
|
|
$ |
|
||
10
Champion Homes, Inc.
Notes to Condensed Consolidated Financial Statements - Continued
8. Accrued Warranty Obligations
Changes in the accrued warranty obligations were as follows:
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Three months ended |
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Six months ended |
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(Dollars in thousands) |
|
September 28, 2024 |
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September 30, 2023 |
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September 28, 2024 |
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September 30, 2023 |
|
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Balance at beginning of period |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
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Warranty expense |
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Cash warranty payments |
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