SKY Sky

Skyline Champion Corporation (NYSE:SKY) (“Skyline Champion”), today announced financial results for its second quarter ended September 29, 2018 of the fiscal year ending March 30, 2019 (“fiscal 2019”).

On June 1, 2018, Skyline Corporation (“Skyline”) and Champion Enterprises Holdings, LLC (“Champion”), the parent company of Champion Home Builders, Inc., completed the previously announced combination of their operations (the “Combination”). The combined company operates as Skyline Champion Corporation and is traded on the New York Stock Exchange under the ticker symbol “SKY”. The second quarter of fiscal 2019 includes a full quarter of results for both the Skyline and Champion businesses while the six-month period ended September 29, 2018 includes only four months of results from the Skyline operations. Results for the three and six months ended September 30, 2017 of the fiscal year ended March 31, 2018 (“fiscal 2018”) include only the results of Champion.

Second Quarter Fiscal 2019 Highlights (compared to Second Quarter Fiscal 2018)

• Net sales increased 37% to $355.4 million
• Total homes sold increased 26% to 5,350
• Gross profit as a percent of sales expanded by 70 basis points to 16.6%
• Net loss of $77.0 million, compared to net income of $7.4 million, the year-over-year decline includes $85.8 million in non-cash, equity-based compensation expense
• EPS was a net loss of $1.42; excluding non-recurring expenses, Adjusted EPS was net income of $0.23
• Adjusted EBITDA increased 58% to $23.8 million
• Adjusted EBITDA margin expanded by 90 basis points to 6.7%

“The second quarter fiscal 2019 was another strong period for Skyline Champion as we continued to benefit from a healthy market and increased demand for our products,” said Keith Anderson, Skyline Champion’s Chief Executive Officer. “I am encouraged by the results we are seeing and the progress that we have made toward achieving synergies from the combined businesses. As we look forward, demand for manufactured homes remains healthy and Skyline Champion is strategically adding capacity to meet the needs of the market.”

Second Quarter Fiscal 2019 Results

Net sales for the second quarter fiscal 2019 increased by 37% to $355.4 million compared to the prior-year period. The increase in net sales was driven by an increase in the number of homes sold as well as an increase in average selling price (“ASP”) per home sold. The number of U.S. factory-built homes sold by Skyline Champion in the second quarter fiscal 2019 increased by 29% to 5,038 with U.S. ASPs increasing by 16% to $60,900. Unit volume increased due to additional manufacturing capacity as well as plant operating improvements. Home sales prices increased primarily in order to offset rising material cost inflation while remaining price competitive and continuing to offer affordable housing alternatives to our customers. The number of Canadian factory-built homes sold declined to 312 homes compared to 345 homes in the prior-year period with the decrease concentrated in the Alberta and Saskatchewan provinces where housing demand remains soft. Looking forward, overall demand for manufactured housing remains strong and Skyline Champion is well positioned with $252 million in backlog as of September 2018.

Gross profit increased by 43% to $59.0 million compared to the prior-year period. Gross profit was 16.6% of net sales for the second quarter fiscal 2019, a 70-basis point improvement compared to 15.9% in the second quarter fiscal 2018. Gross profit expansion was driven by an increase in the average selling price of homes sold in addition to plant operating improvements which led to increased output and an increased number of homes sold.

Selling, general and administrative expenses (“SG&A”) in the second quarter fiscal 2019 increased to $128.1 million from $27.8 million in the same period last year, primarily due to non-cash, equity-based compensation expense of $85.8 million resulting from the vesting of restricted shares issued to Champion employees and directors in connection with the Combination, which was triggered by the secondary offerings which closed during the second quarter of fiscal 2019. In addition, SG&A includes the Skyline operations for the entire second quarter of fiscal 2019 as well as continued integration and restructuring costs associated with the Combination.

The net loss for the second quarter fiscal 2019 was $77.0 million, compared to net income of $7.4 million during the same period from the prior year. The decline in net income was driven by an increase in SG&A expenses related to the Combination, equity compensation expense and higher tax expense. Skyline Champion’s effective income tax rate for the second quarter fiscal 2019 was impacted by the non-deductibility of certain transaction-related expenses and non-cash equity compensation.

Adjusted EBITDA for the second quarter fiscal 2019 increased by 58% to $23.8 million compared to the second quarter fiscal 2018. The increase was primarily driven by higher sales volumes, improved gross profit and leveraging of fixed costs. The Adjusted EBITDA margin expanded by 90 basis points to 6.7%.

As of September 29, 2018, Skyline Champion had $102.9 million of cash and cash equivalents and $32.1 million of unused borrowing capacity under its revolving credit facility.

Six Months Ended September 29, 2018 Financial Highlights

For the six months ended September 29, 2018 net sales were $677.7 million, which represents growth of 34%, or $173.6 million, compared to the six months ended September 30, 2017.

Gross profit increased $36.8 million or 48% to $114.2 million compared to $77.4 million for the prior year period. Gross profit was 16.8% of net sales for the six months ended September 29, 2018, compared to 15.3% in the six months ended September 30, 2017.

SG&A increased to $173.2 million for the six months ended September 29, 2018, compared to $54.6 million in the prior year period, driven by $93.9 million of non-cash, equity compensation expense, as well as transaction and integration related expenses and added capacity from the Skyline operations.

The net loss for the six months ended September 29, 2018 was $77.9 million, compared to net income of $12.7 million for the prior year period.

Adjusted EBITDA for the six months ended September 29, 2018 increased by 79% to $46.5 million compared $26.0 million for the six months ended September 30, 2017.

Conference Call and Webcast Information:

Skyline Champion management will host a conference call tomorrow, November 6, 2018, at 8:30 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 https://ir.skylinechampion.com/overview/default.aspx. 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 13684417. The replay will be available until 11:59 P.M. Eastern Time on November 20, 2018.

About Skyline Champion Corporation:

Skyline Champion Corporation (NYSE:SKY) was formed in June 2018 as the result of the Combination of Skyline Corporation and the operating assets of Champion Enterprises Holdings, LLC. The combined company employs more than 6,800 people and is the largest independent factory-built housing company in North America. With more than 65 years of homebuilding experience and 36 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 10 dispatch locations across the United States.

Skyline Champion builds homes under some of the most well know brand names in the factory-built housing industry including Skyline Homes, Champion Home Builders, 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.

Learn more about our products and services at the following company brand websites:

Manufactured and Modular Homeswww.championhomes.comwww.skylinehomes.com

Park Model RVswww.athensparkmodelrvs.comwww.skylinepm.com

Modular Buildingswww.championcommercial.com

Retail Sales Centerswww.titanfactorydirect.com

Transportation Serviceswww.starfleettrucking.com

Presentation of Non-GAAP Financial Measures

In addition to the results provided in accordance with U.S. generally accepted accounting principles (“GAAP”) throughout this press release, Skyline Champion has provided non-GAAP financial measures—Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EPS—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.

Adjusted EBITDA

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, (g) restructuring charges and impairment of assets, and (h) 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. 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.

Forward-Looking Statements

Statements in this press release regarding the potential benefits created by the Combination, including potential synergies, the future performance of Skyline Champion, market demand and backlogs, and the availability of financing 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: Skyline Champion's inability to realize the expected benefits from the Combination, 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-Q for the first quarter fiscal 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 document. 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.

SKYLINE CHAMPION CORPORATIONCONSOLIDATED BALANCE SHEETS(Dollars and shares in thousands, except per share amounts)

        September 29,

2018

March 31,

2018

(unaudited) ASSETS Current assets: Cash and cash equivalents $ 102,873 $ 113,731 Trade accounts receivable, net 55,165 41,984 Inventories 113,147 98,022 Other current assets   11,738   9,367 Total current assets   282,923   263,104 Property, plant and equipment, net 111,950 67,960 Restricted cash — 22,885 Goodwill 177,485 3,179 Amortizable intangible assets, net 43,158 1,542 Deferred tax assets 37,112 30,290 Other noncurrent assets   12,784   6,438 Total assets $ 665,412 $ 395,398 LIABILITIES AND EQUITY Current liabilities: Floor plan payable $ 29,893 $ 29,825 Short-term portion of debt — 404 Accounts payable 46,021 36,773 Other current liabilities   119,736   100,112 Total current liabilities   195,650   167,114 Long-term liabilities: Long-term debt 59,330 58,927 Deferred tax liabilities 3,459 3,294 Other long-term liabilities   20,504   12,766 Total long-term liabilities   83,293   74,987 Contingent liabilities Equity: Common stock, $0.0277 par value, 115,000 shares authorized, 56,713 shares issued

as of September 29, 2018 (including 464 shares subject to restriction)

1,571 — Additional paid-in capital 472,176 — Members’ contributed capital — 140,076 (Accumulated deficit) retained earnings (77,878 ) 22,514 Accumulated other comprehensive loss (9,400 ) (9,293 ) Total equity   386,469   153,297 Total liabilities and equity $ 665,412 $ 395,398  

SKYLINE CHAMPION CORPORATIONCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(Dollars and shares in thousands, except per share amounts)(Unaudited)

          Three Months Ended Six Months Ended September 29,

2018

    September 30,

2017

September 29,

2018

    September 30,

2017

  Net sales $ 355,436 $ 259,963 $ 677,697 $ 504,065 Cost of sales   296,436   218,636   563,537   426,706 Gross profit 59,000 41,327 114,160 77,359 Selling, general, and administrative expenses   128,069   27,763   173,157   54,562 Operating (loss) income (69,069 ) 13,564 (58,997 ) 22,797 Interest expense, net 827 1,065 1,899 2,165 Other expense   1,307   842   7,720   923 (Loss) income before income taxes (71,203 ) 11,657 (68,616 ) 19,709 Income tax expense   5,822   4,249   9,262   7,038 Net (loss) income $ (77,025 ) $ 7,408 $ (77,878 ) $ 12,671 Comprehensive (loss) income: Net (loss) income $ (77,025 ) $ 7,408 $ (77,878 ) $ 12,671 Foreign currency translation gain (loss)   588   1,382   (107 )   2,199 Comprehensive (loss) income $ (76,437 ) $ 8,790 $ (77,985 ) $ 14,870 Net (loss) income per share: Basic $ (1.42 ) $ 0.16 $ (1.53 ) $ 0.27 Diluted $ (1.42 ) $ 0.16 $ (1.53 ) $ 0.27  

SKYLINE CHAMPION CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands)(Unaudited)

    Six Months Ended September 29,

2018

    September 30,

2017

  Cash flows from operating activities Net (loss) income $ (77,878 ) $ 12,671 Adjustments to reconcile net (loss) income to net cash provided by operating activities Depreciation 5,275 3,860 Amortization of intangible assets 1,683 238 Equity-based compensation 93,927 300 Deferred income taxes 3,025 2,023 Amortization of deferred financing fees 285 30 Loss on disposal of property, plant and equipment 3 11 Foreign currency transaction loss (gain) 33 (1,233) (Increase) decrease in assets net of business acquired Accounts receivable 398 (11,331) Inventories 3,852 (8,806) Prepaid expenses (1,028 ) (2,434) Other assets 504 1,900 Increase (decrease) in liabilities net of business acquired Accounts payable (586 ) 5,430 Accrued expenses 447 (115) Other liabilities   (922 )   1,157 Net cash provided by operating activities   29,018   3,701 Cash flows from investing activities Additions to property, plant, and equipment (4,684 ) (5,853) Cash assumed in business acquisition 9,722 — Proceeds from disposal of property, plant and equipment 11 395 Decrease in note receivable   132   120 Net cash provided by (used in) investing activities   5,181   (5,338) Cash flows from financing activities Borrowings on revolving credit facility 46,900 — Payments on term loans and capital leases (46,898 ) (216) Changes in floor plan financing, net 68 5,771 Payments for deferred financing fees (1,976 ) — Members’ capital distributions (65,277 ) — Stock option exercises 1,615 — Tax payments for equity-based compensation   (2,336 )   — Net cash (used in) provided by financing activities   (67,904 )   5,555 Effect of exchange rate changes on cash, cash equivalents and restricted cash   (38 )   1,693 Net increase (decrease) in cash, cash equivalents and restricted cash during the period (33,743 ) 5,611 Cash, cash equivalents and restricted cash at beginning of period   136,616   102,692 Cash, cash equivalents and restricted cash at end of period $ 102,873 $ 108,303 Supplemental disclosures of cash flow information Cash paid for income taxes, net of refunds $ 5,878 $ 4,298 Cash paid for interest $ 2,572 $ 2,568  

SKYLINE CHAMPION CORPORATIONRECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA(Dollars in thousands)(Unaudited)

       

 

Three Months Ended Six Months Ended (Dollars in thousands) September 29,

2018

  September 30,

2017

  Change   %

Change

September 29,

2018

  September 30,

2017

  Change   %

Change

    Net (loss) income $ (77,025 ) $ 7,408 $ (84,433 ) N/M $ (77,878 ) $ 12,671 $ (90,549 ) N/M Income tax expense 5,822 4,249 1,573 37.0 % 9,262 7,038 2,224 31.6 % Interest expense, net 827 1,065 (238 ) (22.3 %) 1,899 2,165 (266 ) (12.3 %) Depreciation and amortization 4,047 2,130 1,918 90.1 % 6,958 4,098 2,860 69.8 % Equity-based compensation

85,839

150 85,689 N/M 93,927 300 93,627 N/M

Foreign currency gain (loss)

(34

) (754 ) 720 (95.5 %) 33 (1,233 ) 1,266 102.7 % Transaction costs 492 804 (312 ) (38.8 %) 6,905 894 6,011 N/M Acquisition integration costs 2,313 — 2,313 100.0 % 3,502 — 3,502 100.0 % Equity offering costs 816 — 816 100.0 % 816 — 816 100.0 % Restructuring charges 703 — 703 100.0 % 1,111 — 1,111 100.0 % Other   (1 )   37   (38 ) (102.7) %   (1 )   44   (45 ) (102.3 %) Adjusted EBITDA $ 23,799 $ 15,089 $ 8,711 57.7 % $ 46,534 $ 25,977 $ 20,557 79.1 %  

“N/M” indicates that the calculated percentage is not meaningful.

SKYLINE CHAMPION CORPORATIONRECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EARNINGS PER SHARE(Dollars and shares in thousands, except per share amounts)(Unaudited)

          Three Months Ended Six Months Ended (Dollars and shares in thousands, except per share data) September 29,

2018

    September 30,

2017

September 29,

2018

    September 30,

2017

(unaudited) (unaudited) Net (loss) income, as reported $ (77,025 ) $ 7,408 $ (77,878 ) $ 12,671 Adjustments: Combination related equity-based compensation 85,839 - 93,927 - Transaction costs 492 804 6,905 894 Acquisition integration costs 2,313 - 3,502 - Equity offering costs 816 - 816 - Restructuring charges     703     -   1,111     - Adjusted net income 13,138 8,212 28,383 13,565 Less: Undistributed earnings allocated to participating securities     526     514   1,385     863 Adjusted net income attributable to the Company’s common shareholders   $ 12,612   $ 7,698 $ 26,998   $ 12,702   Average common shares outstanding   54,105     44,525   50,747   44,457 Adjusted net income per share $ 0.23 $ 0.17 $ 0.53 $ 0.29  

View source version on businesswire.com: https://www.businesswire.com/news/home/20181105005996/en/

For Skyline Champion:Investors:Laurie Hough, 248-614-8211investorrelations@championhomes.com