8-K

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 28, 2020

SKYLINE CHAMPION CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Indiana	001-04714	35-1038277
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br><br>Identification No.)
755 West Big Beaver Road, Suite 1000<br><br><br>Troy, MI		48084
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(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 (see General Instructions A.2. below):

☐	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><br><br>Symbol(s)	Name of each exchange on which registered
Common Stock	SKY	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 January 28, 2020, Skyline Champion Corporation issued a press release relating to its results of operations and financial condition for the quarter ended December 28, 2019. 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.

(d) Exhibits.

99.1	Press Release issued by Skyline Champion Corporation on January 28, 2020.
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
By:	/s/ Robert Spence
	Robert Spence
	Senior Vice President,<br><br><br>General Counsel and Secretary

Date: January 28, 2020

sky-ex991_21.htm

Exhibit 99.1

SKYLINE CHAMPION ANNOUNCES THIRD QUARTER FISCAL 2020 RESULTS

Troy, Michigan, January 28, 2020 / Business Wire/ -- Skyline Champion Corporation (NYSE:SKY) (“Skyline Champion”) today announced financial results for its third quarter ended December 28, 2019 of the fiscal year ending March 28, 2020 (“fiscal 2020”).

Third Quarter Fiscal 2020 Highlights (compared to Third Quarter Fiscal 2019)

•	Net sales decreased 3.5% to $342.2 million
•	U.S. factory-built homes sold increased 0.3% to 5,033
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•	Gross profit as a percent of sales expanded by 180 basis points to 20.1%
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•	Net income increased 62.0% to $17.0 million
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•	Earnings per share (“EPS”) of $0.30, an increase of 57.9% compared to EPS of $0.19
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•	Excluding non-recurring expenses, Adjusted EPS was $0.32, an increase of 18.5% compared to $0.27
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•	Adjusted EBITDA increased 12.6% to $29.7 million
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•	Adjusted EBITDA margin expanded by 130 basis points to 8.7%
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•	Generated net cash from operating activities of $20.9 million and paid down $5.0 million of revolving debt facility
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“I am very pleased with our ability to improve profitability across several key metrics while generating solid cash flow during the third quarter,” said Mark Yost, Skyline Champion’s Chief Executive Officer. “We achieved these gains in a quarter in which our topline was lower as a result of our Canadian and Trucking operations as well as U.S. product mix changes.”

“As we look forward, we continue to have a positive view about the underlying health of the market and demand for our product offerings. We are particularly excited about the favorable response to our homes at the Louisville Manufactured Housing Show and to our Genesis® brand of homes and accessory dwelling units (ADUs) which debuted at the NAHB International Builders’ Show in Las Vegas. We believe that these products offer a cost effective and attractive solution for housing needs across the country.”

Third Quarter Fiscal 2020 Results

Net sales for the third quarter fiscal 2020 decreased 3.5% to $342.2 million compared to the prior-year third quarter. The number of U.S. factory-built homes sold by Skyline Champion in the third quarter fiscal 2020 increased 0.3% to 5,033 compared to the prior year third quarter. The increase in number of homes sold was more than offset by a 2% decrease in average selling price (“ASP”) per U.S. home sold to $60,600. ASP decreased primarily due to a shift in product mix between single and multiple wide units.

Exhibit 99.1

The number of Canadian factory-built homes sold in the quarter decreased to 276 homes compared to 329 homes in the prior-year third quarter.

Total backlog for Skyline Champion was $133 million as of December 28, 2019 compared to $181 million as of December 29, 2018 as industry retailers have continued to normalize their order cadence.

Gross profit increased by 6.4% to $68.9 million in the third quarter fiscal 2020 compared to the prior-year period. Gross profit was 20.1% of net sales for the third quarter fiscal 2020, a 180 basis point improvement compared to 18.3% in the third quarter fiscal 2019. Gross profit expansion was driven by material pricing from synergies and market normalization as well as benefits from rationalization of product offerings.

Selling, general and administrative expenses in the third quarter fiscal 2020 decreased to $45.2 million from $48.8 million in the same period last year due to a reduction in equity-based compensation and acquisition integration costs.

Net income for the third quarter fiscal 2020 was $17.0 million, compared to net income of $10.5 million during the same period of the prior year. The increase in net income was driven by an increase in profitability from higher gross profit, a reduction in equity-based compensation and acquisition integration costs, and lower net interest expense.  EPS improved to $0.30, compared to earnings per share of $0.19.  Excluding non-recurring expenses, Adjusted EPS of $0.32 increased 18.5% from $0.27.

Adjusted EBITDA for the third quarter fiscal 2020 increased by 12.6% to $29.7 million compared to the third quarter fiscal 2019.  The increase was primarily driven by gross profit improvement. The Adjusted EBITDA margin expanded by 130 basis points to 8.7%.

As of December 28, 2019, Skyline Champion had $171.3 million of cash and cash equivalents and $44.4 million of unused borrowing capacity under its revolving credit facility.

Conference Call and Webcast Information:

Skyline Champion management will host a conference call tomorrow, January 29, 2020, at 8:00 a.m. Eastern Time, to discuss Skyline Champion’s financial results.

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 http://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 13698124. The replay will be available until 11:59 P.M. Eastern Time on February 12, 2020.

Exhibit 99.1

About Skyline Champion Corporation:

Skyline Champion Corporation (NYSE: SKY) was formed on June 1, 2018 as the result of the combination of Skyline Corporation (“Skyline”) and the operating assets of Champion Enterprises Holdings, LLC (“Champion”). The combined company employs approximately 7,000 people and is the largest independent, publicly traded, factory-built housing company in North America. With more than 65 years of homebuilding experience and 38 manufacturing facilities throughout the United States and western Canada, Skyline Champion is well positioned with a leading portfolio of manufactured and modular homes, park-models and modular buildings for the multi-family, hospitality, senior and workforce housing sectors.

In addition to its core home building business, Skyline Champion operates a factory-direct retail business, Titan Factory Direct, with 21 retail locations spanning the southern United States, and 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, Excel Homes, Homes of Merit, New Era, Redman 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, Adjusted EBITDA margin, and Adjusted Earnings Per Share—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 (a) the provision for income taxes, (b) interest expense, net, (c) depreciation and amortization, (d) gain or loss from discontinued operations, (e) foreign currency gains and losses, (f) equity-based compensation awards granted before December 31, 2018, (g) restructuring charges and other, (h) impairment of assets, and (i) other non-operating costs including those 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.  Skyline Champion believes that Adjusted EBITDA is commonly used by investors to evaluate its performance and that of its competitors.

Exhibit 99.1

However, Skyline Champion’s use of Adjusted EBITDA may vary from that of others in our 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," "should," "will," "estimates," "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. Skyline Champion cautions 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, but are not limited to: general economic conditions; availability of wholesale and retail financing; the health of the U.S. housing market as a whole; federal, state, and local regulations pertaining to the manufactured housing industry; the cyclical nature of the manufactured housing industry; general or seasonal weather conditions affecting sales; potential impact of natural disasters on sales and raw material costs; potential periodic inventory adjustments by independent retailers; interest rate levels; the impact of inflation; the impact of high or rising fuel costs; the cost of labor and raw materials; competitive pressures on pricing and promotional costs; Skyline Champion's relationships with its shareholders, customers, and other stakeholders; catastrophic events impacting insurance costs; the availability of insurance coverage for various risks to Skyline Champion; market demographics; and management's ability to attract and retain executive officers and key personnel and other risks and uncertainties more fully described in  Skyline Champion’s Form 10-K for fiscal year ended March 30, 2019 previously filed with the Securities and Exchange Commission (“SEC”), as well as the other filings that Skyline Champion makes with 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, 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:

Email: investorrelations@championhomes.com

Phone: (248) 614-8211

Source: Skyline Champion Corporation

Exhibit 99.1

SKYLINE CHAMPION CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	December 28,<br><br><br>2019			March 30,<br><br><br>2019
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	171,287		$	126,634
Trade accounts receivable, net		42,233			57,649
Inventories		107,938			122,638
Other current assets		13,377			11,369
Total current assets		334,835			318,290
Long-term assets:
Property, plant and equipment, net		110,944			108,587
Goodwill		173,521			173,406
Amortizable intangible assets, net		44,714			48,936
Deferred tax assets		30,435			34,058
Other noncurrent assets		30,029			16,677
Total assets	$	724,478		$	699,954
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Floor plan payable	$	32,375		$	33,321
Accounts payable		27,325			43,421
Other current liabilities		118,603			129,561
Total current liabilities		178,303			206,303
Long-term liabilities:
Long-term debt		39,330			54,330
Deferred tax liabilities		3,746			3,422
Other		33,902			23,927
Total long-term liabilities		76,978			81,679
Stockholders' Equity:
Common stock		1,570			1,569
Additional paid-in capital		483,371			479,226
Accumulated deficit		(6,046	)		(58,208	)
Accumulated other comprehensive loss		(9,698	)		(10,615	)
Total stockholders' equity		469,197			411,972
Total liabilities and stockholders' equity	$	724,478		$	699,954

Exhibit 99.1

SKYLINE CHAMPION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended				Nine Months Ended
	December 28,<br><br><br>2019		December 29,<br><br><br>2018		December 28,<br><br><br>2019		December 29,<br><br><br>2018 (a)
Net sales	$	342,239	$	354,671	$	1,068,585	$	1,032,368
Cost of sales		273,338		289,935		849,594		853,472
Gross profit		68,901		64,736		218,991		178,896
Selling, general, and administrative expenses		45,237		48,848		145,354		222,005
Operating income (loss)		23,664		15,888		73,637		(43,109	)
Interest expense, net		328		813		1,019		2,712
Other expense		—		125		—		7,845
Income (loss) before income taxes		23,336		14,950		72,618		(53,666	)
Income tax expense		6,299		4,437		20,456		13,699
Net income (loss)	$	17,037	$	10,513	$	52,162	$	(67,365	)
Net income (loss) per share:
Basic	$	0.30	$	0.19	$	0.92	$	(1.28	)
Diluted	$	0.30	$	0.19	$	0.92	$	(1.28	)
^(a)^	^Includes^^seven^^months^^of results from the Skyline operations^^.^
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Exhibit 99.1

SKYLINE CHAMPION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollars in thousands)

	Nine Months Ended
	December 28,<br><br><br>2019			December 29,<br><br><br>2018 (a)
Cash flows from operating activities
Net income (loss)	$	52,162		$	(67,365	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		9,826			8,219
Amortization of intangible assets		4,069			3,316
Amortization of deferred financing fees		384			409
Fair market value adjustment for asset classified as held for sale		986			—
Equity-based compensation		6,168			97,589
Deferred taxes		4,222			3,223
Loss on disposal of property, plant, and equipment		126			1
Foreign currency transaction (gain) loss		(93	)		188
Change in assets and liabilities net of business acquired:
Accounts receivable		15,441			8,414
Inventories		14,980			4,991
Prepaids and other assets		(6,199	)		(286	)
Accounts payable		(16,130	)		(11,756	)
Accrued expenses and other liabilities		(12,865	)		4,975
Net cash provided by operating activities		73,077			51,918
Cash flows from investing activities
Additions to property, plant, and equipment		(12,110	)		(7,627	)
Cash acquired in business acquisition		—			9,722
Proceeds from disposal of property, plant, and equipment		44			17
Proceeds from sale of held for sale asset		1,100			—
Decrease in note receivable		—			284
Net cash (used in) provided by investing activities		(10,966	)		2,396
Cash flows from financing activities
Changes in floor plan financing, net		(946	)		9,133
Borrowings on revolving debt facility		—			46,900
Payments on revolving debt facility		(15,000	)		—
Payments on term-loans and other debt		—			(46,900	)
Payments for deferred financing fees		—			(2,169	)
Stock option exercises		109			1,615
Tax payments for equity-based compensation		(2,131	)		(4,117	)
Members' capital distribution		—			(65,277	)
Net cash used in financing activities		(17,968	)		(60,815	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		510			(1,130	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		44,653			(7,631	)
Cash, cash equivalents, and restricted cash at beginning of period		126,634			136,616
Cash, cash equivalents, and restricted cash at end of period	$	171,287		$	128,985
^(a)^	^Includes^^seven^^months^^of results from the Skyline operations^^.^
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Exhibit 99.1

SKYLINE CHAMPION CORPORATION

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited, dollars in thousands)

	Three Months Ended								Nine Months Ended
	December 28,<br><br><br>2019			December 29,<br><br><br>2018		Change			December 28,<br><br><br>2019			December 29,<br><br><br>2018 (a)			Change
Reconciliation of Adjusted EBITDA:
Net income (loss)	$	17,037		$	10,513	$	6,524		$	52,162		$	(67,365	)	$	119,527
Income tax expense		6,299			4,437		1,862			20,456			13,699			6,757
Interest expense, net		328			813		(485	)		1,019			2,712			(1,693	)
Depreciation and amortization		4,516			4,577		(61	)		13,895			11,535			2,360
EBITDA		28,180			20,340		7,840			87,532			(39,419	)		126,951
Equity-based compensation (for awards granted prior to December 31, 2018)		965			3,662		(2,697	)		3,606			97,589			(93,983	)
Foreign currency transaction (gain) loss		(68	)		155		(223	)		(93	)		188			(281	)
Transaction and equity offering costs		—			—		—			—			7,721			(7,721	)
Acquisition integration costs		560			1,998		(1,438	)		1,938			5,500			(3,562	)
Restructuring charges and other		108			252		(144	)		343			1,362			(1,019	)
Fair market value adjustment for asset classified as held for sale		—			—		—			986			—			986
Adjusted EBITDA	$	29,745		$	26,407	$	3,338		$	94,312		$	72,941		$	21,371
^(a)^	^Includes^^seven^^months^^of results from the Skyline operations.^
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SKYLINE CHAMPION CORPORATION

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EARNINGS PER SHARE

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

(Certain amounts shown net of tax, as applicable)

	Three Months Ended				Nine Months Ended
	December 28,<br><br><br>2019		December 29,<br><br><br>2018		December 28,<br><br><br>2019		December 29,<br><br><br>2018 (a)
Net income (loss)	$	17,037	$	10,513	$	52,162	$	(67,365	)
Adjustments:
Equity-based compensation (for awards granted prior to December 31, 2018)		786		3,314		3,000		95,358
Transaction and equity offering costs		—		—		—		6,879
Acquisition integration costs		422		1,359		1,460		3,740
Restructuring charges and other		81		85		259		1,018
Fair market value adjustment for asset classified as held for sale		—		—		743		—
Adjusted net income		18,326		15,271		57,624		39,630
Less: Undistributed earnings allocated to participating securities		47		125		217		1,371
Adjusted net income attributable to the Company's common shareholders	$	18,279	$	15,146	$	57,407	$	38,259
Adjusted basic net income per share	$	0.32	$	0.27	$	1.02	$	0.73
Adjusted diluted net income per share	$	0.32	$	0.27	$	1.01	$	0.73
Average basic shares outstanding		56,521		56,249		56,457		52,595
Average diluted shares outstanding		56,788		56,249		56,705		52,595
^(a)^	^Includes^^seven months^^of results from the Skyline operations.^
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