| Closing Price ($) | Shares Out (MM) | Market Cap ($MM) |
| $0.00 | 57 | $1,486 |
| 8-K | 2020-01-28 | Earnings, Exhibits |
| 8-K | 2019-10-30 | Earnings, Exhibits |
| 8-K | 2019-09-16 | Exhibits |
| 8-K | 2019-09-05 | Exhibits |
| 8-K | 2019-07-31 | Earnings, Exhibits |
| 8-K | 2019-07-30 | Shareholder Vote |
| 8-K | 2019-05-21 | Earnings, Exhibits |
| 8-K | 2019-05-01 | Officers, Exhibits |
| 8-K | 2019-03-05 | Officers |
| 8-K | 2019-02-27 | Enter Agreement, Other Events, Exhibits |
| 8-K | 2019-02-05 | Earnings, Exhibits |
| 8-K | 2018-11-27 | Enter Agreement, Other Events, Exhibits |
| 8-K | 2018-11-15 | Officers, Exhibits |
| 8-K | 2018-11-05 | Earnings, Exhibits |
| 8-K | 2018-09-26 | Officers, Shareholder Vote, Exhibits |
| 8-K | 2018-09-20 | Enter Agreement, Other Events, Exhibits |
| 8-K | 2018-08-23 | Officers |
| 8-K | 2018-08-08 | Earnings, Exhibits |
| 8-K | 2018-08-02 | Enter Agreement, Other Events, Exhibits |
| 8-K | 2018-07-30 | Other Events, Exhibits |
| 8-K | 2018-07-13 | Other Events, Exhibits |
| 8-K | 2018-06-25 | Regulation FD, Exhibits |
| 8-K | 2018-05-31 | Enter Agreement, M&A, Off-BS Arrangement, Sale of Shares, Shareholder Rights, Accountant, Control, Officers, Amend Bylaw, Other Events, Exhibits |
| 8-K | 2018-05-31 | Enter Agreement, M&A, Off-BS Arrangement, Sale of Shares, Shareholder Rights, Accountant, Control, Officers, Amend Bylaw, Other Events, Exhibits |
| 8-K | 2018-05-25 | Leave Agreement, Amend Bylaw, Shareholder Vote, Other Events, Exhibits |
| 8-K | 2018-05-17 | Exhibits |
| 8-K | 2018-05-15 | Other Events, Exhibits |
| 8-K | 2018-05-08 | |
| 8-K | 2018-04-12 | Earnings, Exhibits |
| 8-K | 2018-01-25 | Other Events, Exhibits |
| 8-K | 2018-01-25 | Other Events, Exhibits |
| 8-K | 2018-01-23 | Other Events, Exhibits |
| 8-K | 2018-01-11 | Earnings, Exhibits |
| 8-K | 2018-01-04 | Enter Agreement, Sale of Shares, Control, Officers, Amend Bylaw, Other Events, Exhibits |
| Part I - Financial Information |
| Item 1. Financial Statements |
| Item 2. Management' S Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
| Item 4. Controls and Procedures |
| Part II - Other Information |
| Item 1. Legal Proceedings |
| Item 1A. Risk Factors |
| Item 6. Exhibits |
| EX-31 | sky-ex311_6.htm |
| EX-31 | sky-ex312_7.htm |
| EX-32 | sky-ex32_8.htm |
| Balance Sheet | Income Statement | Cash Flow |
|---|---|---|
| Comparables ($MM TTM) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ticker | M Cap | Assets | Liab | Rev | G Profit | Net Inc | EBITDA | EV | G Margin | EV/EBITDA | ROA |
| TMHC | 2,134 | 5,178 | 2,775 | 4,685 | 822 | 237 | 353 | 4,028 | 18% | 11.4 | 5% |
| MDC | 2,040 | 3,086 | 1,425 | 882 | 0 | 203 | 288 | 2,569 | 0% | 8.9 | 7% |
| MTH | 2,023 | 3,467 | 1,669 | 0 | 0 | 206 | 298 | 1,615 | 5.4 | 6% | |
| LGIH | 1,815 | 1,486 | 761 | 1,555 | 379 | 145 | 215 | 1,777 | 24% | 8.3 | 10% |
| IBP | 1,657 | 916 | 710 | 1,416 | 393 | 60 | 136 | 2,018 | 28% | 14.9 | 7% |
| TPH | 1,610 | 3,878 | 1,791 | 3,101 | 235 | 191 | 283 | 1,438 | 8% | 5.1 | 5% |
| SKY | 1,486 | 722 | 290 | 1,410 | 266 | -40 | -2 | 1,392 | 19% | -683.3 | -6% |
| CVCO | 1,440 | 756 | 206 | 980 | 215 | 70 | 98 | 1,227 | 22% | 12.5 | 9% |
| WGO | 1,177 | 1,083 | 480 | 1,991 | 308 | 110 | 189 | 1,439 | 15% | 7.6 | 10% |
| JOE | 982 | 906 | 364 | 92 | 0 | 18 | 43 | 865 | 0% | 20.3 | 2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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)
| |
| |
| (State of Incorporation) |
| (I.R.S. Employer Identification No.) |
|
|
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|
| |
|
|
| |
| |
| (Address of Principal Executive Offices) |
| (Zip Code) |
| ( |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
| |
| |
| |
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:):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
| Smaller reporting company | | 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Number of shares of common stock outstanding as of January 26, 2020:
SKYLINE CHAMPION CORPORATION
FORM 10-Q
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Skyline Champion Corporation
Condensed Consolidated Balance Sheets
(Dollars and shares in thousands, except per share amounts)
|
|
| December 28, 2019 |
|
| March 30, 2019 |
| ||
|
|
| (unaudited) |
|
|
|
|
| |
| ASSETS |
|
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|
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|
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
| $ | |
|
| $ | |
|
| Trade accounts receivable, net |
|
| |
|
|
| |
|
| Inventories, net |
|
| |
|
|
| |
|
| Other current assets |
|
| |
|
|
| |
|
| Total current assets |
|
| |
|
|
| |
|
| Long-term assets: |
|
|
|
|
|
|
|
|
| Property, plant, and equipment, net |
|
| |
|
|
| |
|
| Goodwill |
|
| |
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| |
|
| Amortizable intangible assets, net |
|
| |
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| |
|
| Deferred tax assets |
|
| |
|
|
| |
|
| Other noncurrent assets |
|
| |
|
|
| |
|
| Total assets |
| $ | |
|
| $ | |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Floor plan payable |
| $ | |
|
| $ | |
|
| Accounts payable |
|
| |
|
|
| |
|
| Other current liabilities |
|
| |
|
|
| |
|
| Total current liabilities |
|
| |
|
|
| |
|
| Long-term liabilities: |
|
|
|
|
|
|
|
|
| Long-term debt |
|
| |
|
|
| |
|
| Deferred tax liabilities |
|
| |
|
|
| |
|
| Other |
|
| |
|
|
| |
|
| Total long-term liabilities |
|
| |
|
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| |
|
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|
|
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|
|
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|
| Stockholders' Equity: |
|
|
|
|
|
|
|
|
| Common stock, $ |
|
| |
|
|
| |
|
| Additional paid-in capital |
|
| |
|
|
| |
|
| Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
| Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
| Total stockholders’ equity |
|
| |
|
|
| |
|
| Total liabilities and stockholders’ equity |
| $ | |
|
| $ | |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
1
Skyline Champion Corporation
Condensed Consolidated Statements of Operations
(Unaudited, dollars in thousands, except per share amounts)
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
|
| December 28, 2019 |
|
| December 29, 2018 |
|
| December 28, 2019 |
|
| December 29, 2018 |
| ||||
| Net sales |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
| Cost of sales |
|
| |
|
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| |
|
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| |
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| |
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| Gross profit |
|
| |
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| |
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| |
|
| Selling, general, and administrative expenses |
|
| |
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| |
|
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| |
|
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| |
|
| Operating income (loss) |
|
| |
|
|
| |
|
|
| |
|
|
| ( | ) |
| Interest expense, net |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Other expense |
|
| — |
|
|
| |
|
|
| — |
|
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| |
|
| Income (loss) before income taxes |
|
| |
|
|
| |
|
|
| |
|
|
| ( | ) |
| Income tax expense |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Net income (loss) |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | ( | ) |
| Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | ( | ) |
| Diluted |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | ( | ) |
See accompanying Notes to Condensed Consolidated Financial Statements.
2
Skyline Champion Corporation
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited, dollars in thousands, except per share amounts)
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
|
| December 28, 2019 |
|
| December 29, 2018 |
|
| December 28, 2019 |
|
| December 29, 2018 |
| ||||
| Net income (loss) |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | ( | ) |
| Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustments |
|
| |
|
|
| ( | ) |
|
| |
|
|
| ( | ) |
| Total comprehensive income (loss) |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | ( | ) |
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Skyline Champion Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
|
|
| Nine Months Ended |
| |||||
|
|
| December 28, 2019 |
|
| December 29, 2018 |
| ||
| Cash flows from operating activities |
|
|
|
|
|
|
|
|
| Net income (loss) |
| $ | |
|
| $ | ( | ) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation |
|
| |
|
|
| |
|
| Amortization of intangible assets |
|
| |
|
|
| |
|
| Amortization of deferred financing fees |
|
| |
|
|
| |
|
| Fair market value adjustment for asset classified as held for sale |
|
| |
|
|
| — |
|
| Equity-based compensation |
|
| |
|
|
| |
|
| Deferred taxes |
|
| |
|
|
| |
|
| Loss on disposal of property, plant, and equipment |
|
| |
|
|
| |
|
| Foreign currency transaction (gain) loss |
|
| ( | ) |
|
| |
|
| Change in assets and liabilities net of business acquired: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
| |
|
|
| |
|
| Inventories |
|
| |
|
|
| |
|
| Prepaids and other assets |
|
| ( | ) |
|
| ( | ) |
| Accounts payable |
|
| ( | ) |
|
| ( | ) |
| Accrued expenses and other liabilities |
|
| ( | ) |
|
| |
|
| Net cash provided by operating activities |
|
| |
|
|
| |
|
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
| Additions to property, plant, and equipment |
|
| ( | ) |
|
| ( | ) |
| Cash acquired in business acquisition |
|
| — |
|
|
| |
|
| Proceeds from disposal of property, plant, and equipment |
|
| |
|
|
| |
|
| Proceeds from sale of held for sale asset |
|
| |
|
|
| — |
|
| Decrease in note receivable |
|
| — |
|
|
| |
|
| Net cash (used in) provided by investing activities |
|
| ( | ) |
|
| |
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
| Changes in floor plan financing, net |
|
| ( | ) |
|
| |
|
| Borrowings on revolving debt facility |
|
| — |
|
|
| |
|
| Payments on revolving debt facility |
|
| ( | ) |
|
| — |
|
| Payments on term-loans and other debt |
|
| — |
|
|
| ( | ) |
| Payments for deferred financing fees |
|
| — |
|
|
| ( | ) |
| Stock option exercises |
|
| |
|
|
| |
|
| Tax payments for equity-based compensation |
|
| ( | ) |
|
| ( | ) |
| Members' capital distribution |
|
| — |
|
|
| ( | ) |
| Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
| |
|
|
| ( | ) |
| Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
| |
|
|
| ( | ) |
| Cash, cash equivalents, and restricted cash at beginning of period |
|
| |
|
|
| |
|
| Cash, cash equivalents, and restricted cash at end of period |
| $ | |
|
| $ | |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Skyline Champion Corporation
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, dollars and shares in thousands)
|
|
| Three Months Ended December 28, 2019 |
| |||||||||||||||||||||||||
|
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
| Shares |
|
| Amount |
|
| Members' Contributed Capital |
|
| Additional Paid in Capital |
|
| Retained Earnings (Accumulated Deficit) |
|
| Accumulated Other Comprehensive Loss |
|
| Total |
| |||||||
| Balance at September 28, 2019 |
|
| |
|
| $ | |
|
| $ | — |
|
| $ | |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | |
|
| Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| — |
|
|
| |
|
| Equity-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| — |
|
|
| — |
|
|
| |
|
| Net common stock issued under equity-based compensation plans |
|
| |
|
|
| — |
|
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| — |
|
|
| ( | ) |
| Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| |
|
| Balance at December 28, 2019 |
|
| |
|
| $ | |
|
| $ | — |
|
| $ | |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended December 28, 2019 |
| |||||||||||||||||||||||||
|
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
| Shares |
|
| Amount |
|
| Members' Contributed Capital |
|
| Additional Paid in Capital |
|
| Retained Earnings (Accumulated Deficit) |
|
| Accumulated Other Comprehensive Loss |
|
| Total |
| |||||||
| Balance at March 30, 2019 |
|
| |
|
| $ | |
|
| $ | — |
|
| $ | |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | |
|
| Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| — |
|
|
| |
|
| Equity-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| — |
|
|
| — |
|
|
| |
|
| Net common stock issued under equity-based compensation plans |
|
| |
|
|
| |
|
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| — |
|
|
| ( | ) |
| Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| |
|
| Balance at December 28, 2019 |
|
| |
|
| $ | |
|
| $ | — |
|
| $ | |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | |
|
|
|
| Three Months Ended December 29, 2018 |
| |||||||||||||||||||||||||
|
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
| Shares |
|
| Amount |
|
| Members' Contributed Capital |
|
| Additional Paid in Capital |
|
| Retained Earnings (Accumulated Deficit) |
|
| Accumulated Other Comprehensive Loss |
|
| Total |
| |||||||
| Balance at September 29, 2018 |
|
| |
|
| $ | |
|
| $ | — |
|
| $ | |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | |
|
| Net income |
|
| — |
|
|
| — |
|
|
|
|
|
|
| — |
|
|
| |
|
|
| — |
|
|
| |
|
| Equity-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| |
|
|
| — |
|
|
| — |
|
|
| |
|
| Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| ( | ) |
|
| ( | ) |
| Balance at December 29, 2018 |
|
| |
|
| $ | |
|
| $ | — |
|
| $ | |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended December 29, 2018 |
| |||||||||||||||||||||||||
|
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
| Shares |
|
| Amount |
|
| Members' Contributed Capital |
|
| Additional Paid in Capital |
|
| Retained Earnings (Accumulated Deficit) |
|
| Accumulated Other Comprehensive Loss |
|
| Total |
| |||||||
| Balance at April 1, 2018 |
|
| — |
|
| $ | — |
|
| $ | |
|
| $ | — |
|
| |||||||||||