8-K
Champion Homes, Inc. (SKY)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): February 08, 2022 |
|---|
SKYLINE CHAMPION CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| Indiana | 001-04714 | 35-1038277 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>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<br>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 1.01 Entry into a Material Definitive Agreement.
On February 7, 2022, Champion Home Builders, Inc., a wholly owned subsidiary of Skyline Champion Corporation (the “Company”) entered into a Delivery Disaster Relief Order (the “Order”) pursuant to a December 30, 2020, contract (the “Contract”) for the production, shipment, and delivery of NextGen Manufactured Housing Units (“MHU’s”) with FEMA-Community Survivor Assistance Federal Emergency Management Agency (“FEMA”). FEMA invoked the Defense Protection Act in awarding the Contract. The Contract calls for a Base Year and four (4) Option Years. The Company previously performed under FEMA’s First Article Order during the Base Year in December 2021. The First Article Order was the first order under the Contract and deemed immaterial. The Order was received during Option Year 1 and has been deemed material by the Company. The Order totals $200,321,700.00 and will be completed by September 2022. There are three (3) Option Years remaining under the Contract, collectively ending December 29, 2025.
The foregoing description is qualified in its entirety by reference to the Order, a copy of which is attached to this Current Report on Form 8-K as Exhibit 9.01 and is incorporated herein by reference.
Certain terms of the Order have been omitted because they are not material to this notice of the Order and could cause competitive harm to the Company if publicly disclosed. In particular, the Company has redacted the number of specific units ordered and the price per unit and personally identifiable information of FEMA representatives.
Item 9.01 Financial Statements and Exhibits.
99.1 Delivery Disaster Relief Order
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 thereunto duly authorized.
| Skyline Champion Corporation | |||
|---|---|---|---|
| Date: | February 08, 2022 | By: | /s/ Robert Spence |
| Robert Spence<br>Senior Vice President,<br>General Counsel and Secretary |
EX-99.1
Exhibit 99.1

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12,17,23, 24, & 30 1. REQUISITION NUMBER TX00247Y2022T PAGE 1 OF 30 2.CONTRACT NO 70FB7021D00000008 3. AWARD/ EFFECTIVE DATE 4 ORDER NUMBER 70FB8022F00000079 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE 7. FOR SOLICITATION INFORMATION CALL: a. NAME T. B. b TELEPHONE NUMBER (No collect calls) - - 6274 8. OFFER DUE DATE/LOCAL TIME ES 9.1SSUED BY FEMA-COMMUNITY SURVIVOR ASSISTANCE DEFERAL EMERGENCY MANAGEMENT AGENCY 500 C STREET SW 3RDFLOOR WASHINGTON DC 20472 CODE 70FB80 10. THIS ACQUISITION IS SMALL BUSINESS HUBZONE SMALL BUSINESS SERVICE-DISABLED VERTERAN-OWNED SMALL BUSINESS UNRESTRICTED OR WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM EDWOSB 9(A) SET ASIDE: %FOR: NAICS: 321991 SIZE STANDARD: 500 11. DELIVERY FOR FOB DESTINA-TION UNLESS BLOCK IS MARKED X SEE SCHEDULE 12. DISCOUNT TERMS 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 13b.RATING 14. METHOD OF SOLICITATION RFQ IFB RFP 15.DELIVER TO CODE Multiple Destinations 16.ADMNIISTERED BY FEMA-COMMUNITY SURVIVOR ASSISTANCE DEFERAL EMERGENCY MANAGEMENT AGENCY 500 C STREET SW 3RDFLOOR WASHINGTON DC 20472 CODE 70FB80 17a. CONTRACTOR/OFFEROR CHAMPION HOME BUSINESS BUILDERS INC ATTN JOSEPH KIMMELL 755 W BIG BEAVER ROAD SUITE 1000 TROY MI 480844900 TELPHONE NO. 5749710018 CODE 005318746 FACILITY CODE 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18a.PAYMENT WILL BE MADE BY FEMA FINANCE CENTER FEMA FINANCE CENTER PO BOX 9001 WINCHESTER VA 22604 CODE FEMA 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK BELOW IS CHECKED SEE ADDENDUM 19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES DUNS Number: 005318746 The purpose of this Firm-Fixed Price Delivery Order is for Manufactured Housing Unit to FEMA in accordance with the terms and conditions of contract #70FB7021D00000008, the attached Delivery schedule and the MHU Statement of Work. This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow al the provisions of the Defense Priorities and (Use Reverse and/or Attached additional Sheets as Necessary) 21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT 25. ACCOUNTING AND APPROPRIATION DATA 2022-D1-4611DR9064--3190 25. TOTAL AWARD AMOUNT (For Govt. Use Only) $200,321,700.00 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED ADDENDA ARE ARE NOT ATTACHED. X 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE X ARE NOT ATTACHED. 28. CONTACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS TO THE TERMS AND CONDITIONS SPECIFIED. 29. AWARD OF CONTRACT: OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR /s/Joseph Kimmell 30b. NAME AND TITLE OF SIGNER (Type or print) Joseph Kimmell EVP US Operations 30c. DATE SIGNED 2/7/22 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) T. PARKER Digitally signed by T. Parker Date 2022.02.07 18:12:23-05"00" 31b. NAME OF CONTRACTING OFFICER (Type or print) T. Parker 31c. DATE SIGNED AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITIONS IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012) Prescribed by GSA - FAR (48 CFR) 53.212

2 OF 30 19. ITEM NO. 1003 20. SCHEDULE OF SUPPLIES/SERVICES Allocations System regulation (15 CFR 700). Contractors shall receive approval for new plants in accordance with section, "C.11 Adding An Additional Manufacturing Facility" in the 2020 MHU Statement of Work. All terms and conditions of the underlying IDIQ contract are incorporated into this delivery order. DO/DPAS Rating: DO-N1 Delivery: 09/20/2022 BFY: 2022 Fund Code: D1 Program: 4611DR Organization: 9064 Object Class: 3190 Fund Type: D Period of Performance: 02/03/2022 to 09/20/2022 FEMA NextGen 14 Foot Wide Two Bedroom Manufactured Home Unit supplied shall be in accordance with statement of work and all applicable contract specifications and attachments. Product/Service Code: 5450 Product Service Description: MISCELLANEOUS PREFABRICATED STRUCTURES Delivery Location Code: 000000 VARIOUS LOCATIONS 21. QUANITITY 22. UNIT EA 23. PRICE 24. AMOUNT 32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATED 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33. SHIP NUMBER PARTIAL FINAL 34. VOUCHER NUMBER 35. AMOUNT VERIFIED CORRECT FOR 36. PAYMENT COMPLETE PARTIAL FINAL 37. CHECK NUMBER 38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42a. RECEIVED BY (Print) 42b. RECEIVED AT (Location) 42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS SRANDARD FORM 1449 (REV. 2/2012) BACK

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED 70FB7021D00000008/70FB8022F00000079 PAGE 3 OF 30 NAME OF CONTACTORS CHAMPION HOME BUILDERS INC ITEM NO. (A) 1004 1015 1018 SUPPLIES/SERVICES (B) FEMA NextGen 14 Foot Wide Three Bedroom Manufactured Home Unit supplied shall be in accordance with statement of work and all applicable contract specification and attachments. Product/Service Code: 5450 Product/Service Description: MISCELLANEOUS PREFABRICATED STRUCTURES Delivery Location Code: 000000 VARIOUS LOCATIONS Delivery of Two Bedroom and Three Bedroom from Factory Delivery shall be in accordance with contract requirements and statement of work. Product/Service Code: 5450 Product/Service Description: MISCELLANEOUS PREFABRICATED STRUCTURES Delivery Location Code: FEMA SELMA MHSS FEMA SELMA ROAD SELMA AL 36703 US Transportation of TPS for 2 bedroom and 4 bedroom Product/Service Code: 5450 Product/Service Description: MISCELLANEOUS PREFABRICATED STRUCTURES Delivery Location Code: 000000 VARIOUS LOCATIONS Amount: $ QUANTITY (C) UNIT (D) EA EA UNIT PRICE (E) AMOUNT (F) NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110