FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For Quarter Ended September 27, 1997
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 1-9751
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2743168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 University Drive, Suite 320, Auburn Hills, MI 48326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 340-9090
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.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
46,785,004 shares of the registrant's $1.00 par value Common
Stock were outstanding as of October 31, 1997.
PART I. FINANCIAL INFORMATION
CHAMPION ENTERPRISES, INC.
Consolidated Income Statements
(In Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended
September September September September
27, 1997 28, 1996 27, 1997 28, 1996
Net sales $455,149 $447,111 $1,290,031 $1,218,501
Cost of sales 385,511 377,724 1,099,107 1,028,910
Gross margin 69,638 69,387 190,924 189,591
Selling, general, and
administrative expenses 35,677 35,727 103,678 101,525
Operating income 33,961 33,660 87,246 88,066
Other income (expense):
Interest income 389 744 1,212 2,045
Interest expense (289) (738) (1,058) (1,968)
Income before income
taxes 34,061 33,666 87,400 88,143
Income taxes 13,500 13,192 34,800 34,781
Net income $20,561 $20,474 $52,600 $53,362
Net income per share $0.42 $0.41 $1.07 $1.08
Weighted average shares
outstanding 48,416 49,399 49,192 49,350
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
CHAMPION ENTERPRISES, INC.
Consolidated Balance Sheets
(In Thousands, Except Par Value Amount)
September 27, December 28,
1997 1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents $10,286 $19,357
Accounts receivable, trade 115,762 75,776
Inventories 90,426 80,920
Deferred taxes and other
current assets 37,213 40,598
Total current assets 253,687 216,651
PROPERTY AND EQUIPMENT
Cost 202,308 175,876
Less-accumulated depreciation 61,111 53,274
141,197 122,602
GOODWILL
Cost 135,912 135,912
Less-accumulated amortization 14,222 11,423
121,690 124,489
OTHER ASSETS 7,932 8,608
Total assets $524,506 $472,350
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $60,879 $41,025
Accrued dealer discounts 37,106 42,523
Accrued warranty obligations 38,753 35,146
Accrued compensation and payroll taxes 29,823 24,478
Accrued insurance 15,363 14,682
Other current liabilities 34,560 37,318
Total current liabilities 216,484 195,172
LONG-TERM LIABILITIES
Long-term debt 1,915 1,158
Deferred portion of purchase price 6,020 10,927
Other long-term liabilities 38,183 38,459
46,118 50,544
<PAGE>
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000
authorized, none issued - -
Common stock, $1 par value, 1997-120,000
authorized, 46,828 issued and
outstanding; 1996-75,000 authorized,
47,695 issued and outstanding 46,828 47,695
Capital in excess of par value 18,089 34,465
Retained earnings 198,071 145,471
Foreign currency translation
adjustments (1,084) (997)
Total shareholders' equity 261,904 226,634
Total liabilities and shareholders'
equity $524,506 $472,350
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
<PAGE>
CHAMPION ENTERPRISES, INC.
Consolidated Statements of Cash Flows
(In Thousands)
Nine Months Ended
September 27, September 28,
1997 1996
CASH FLOWS FROM CONTINUING OPERATING
ACTIVITIES:
Net income $52,600 $53,362
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 12,807 10,807
Deferred income taxes (1,118) (1,574)
Increase/decrease:
Accounts receivable (39,986) (42,148)
Inventories (9,506) (12,621)
Accounts payable 19,854 22,385
Accrued liabilities 10,417 14,091
Merger reserve (6,362) -
Other, net 4,107 5,545
Total adjustments (9,787) (3,515)
Net cash provided by operating
activities 42,813 49,847
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (30,225) (40,651)
Acquisitions - (19,520)
Deferred purchase price payments (4,200) (8,900)
Proceeds from note payoff 1,347 -
Proceeds on disposal of property and
equipment 1,830 1,051
Short-term investments, net - 4,340
Other - 1,629
Net cash used for investing activities (31,248) (62,051)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock repurchased (29,590) (13,223)
Common stock issued, net 5,827 1,407
Increase in notes payable to bank - 11,000
Net increase (decrease) in long-term debt 627 (2,719)
Tax benefit of stock options 2,500 1,700
Net cash used for financing activities (20,636) (1,835)
NET DECREASE IN CASH AND CASH
EQUIVALENTS (9,071) (14,039)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 19,357 27,334
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $10,286 $ 13,295
ADDITIONAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $721 $1,966
Income taxes, net $32,804 $30,860
SCHEDULE OF CASH USED FOR ACQUISITIONS:
Purchase price $ - $35,500
Less: Deferred portion of purchase
price - (14,500)
Cash acquired, net - (4,444)
Plus: Acquisition costs and mortgage
payoffs - 2,964
$ - $19,520
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
<PAGE>
CHAMPION ENTERPRISES, INC.
Notes to Consolidated Financial Statements
1. On October 24, 1996 Redman Industries, Inc. ("Redman") was
merged with the registrant. The merger was accounted for as a
pooling of interests; accordingly, 1996 restated information
includes Redman.
2. For each of the dates indicated, inventories consisted of the
following (in thousands):
September 27, December 28,
1997 1996
Raw materials $55,273 $50,847
Work-in-process 8,477 8,048
Finished goods 26,676 22,025
$90,426 $80,920
3. The difference between income taxes provided for financial
reporting purposes and expected charges at the U.S. federal
statutory rate is principally due to state tax charges.
The components of the income tax provisions for the nine months
ended September 27, 1997 and September 28, 1996 follows (dollars in
thousands):
September 27, September 28,
1997 1996
Statutory U.S. tax rate $30,590 $30,850
Increase in rate resulting from:
State taxes, net of federal benefit 3,000 3,000
Higher rates on earnings of foreign
operations 200 200
Other 1,010 731
Total provision $34,800 $34,781
Effective tax rates 39.8% 39.5%
4. The per share amounts are calculated using the weighted average
number of shares outstanding for each of the periods presented and
include common stock equivalents. Earnings per share amounts and
weighted average shares outstanding for all periods presented have
been adjusted for the two-for-one stock split on May 31, 1996.
5. The Consolidated Financial Statements are unaudited, but in the
opinion of management include all adjustments necessary for a fair
presentation of the results of the interim period. Such
adjustments consisted of normal recurring items except for the
restructuring charge recorded in the year-to-date 1996 period as
discussed on page 7 of this Form 10-Q. Financial results of the
interim period are not necessarily indicative of results that may
be expected for any other interim period or for the fiscal year.
6. On April 29, 1997 the shareholders approved a proposal to
increase the number of authorized shares of common stock to 120
million from 75 million. On that date the Board of Directors also
authorized a stock repurchase program for up to 2.5 million shares
of the registrant's common stock. The program was increased on
July 24, 1997 for an additional 1.5 million shares, bringing the
total which can be repurchased to 4 million shares. Through
October 15, 1997 the registrant had repurchased 2 million shares at
a total cost of $32.2 million under this program.
7. Certain amounts in the prior periods' statements have been
reclassified to conform to the current periods' presentation.
<PAGE>
<PAGE>
CHAMPION ENTERPRISES, INC.
Management's Discussion and Analysis
of
Financial Condition and Results of Operations
Three and nine months ended September 27, 1997
versus three and nine months ended September 28, 1996
Champion Enterprises, Inc. ("Champion" or "registrant") achieved
record third quarter revenues and earnings for the quarter ended
September 27, 1997. Revenues rose 2% to $455 million from $447
million last year. Net income for the quarter was $20.6 million,
or $0.42 per share, compared to $20.5 million, or $0.41 per share,
in 1996. Last year's results have been restated to include Redman
Industries, Inc. ("Redman"), which was merged with Champion on
October 24, 1996, and was accounted for as a pooling of interests.
For the year-to-date period, net income was $52.6 million, or $1.07
per share, compared to $53.4 million, or $1.08 per share, reported
last year. Net sales for the nine months rose 6% to $1.3 billion
from $1.2 billion through nine months a year ago. Earnings before
interest, taxes, depreciation and amortization for the year-to-date
period were slightly higher than last year at $100 million.
Manufactured Housing
(Dollars in millions, except average home price)
Three Months Ended Nine Months Ended
Sept. 27, Sept. 28, % Sept. 27, Sept. 28, %
1997 1996 Chg. 1997 1996 Chg.
Net sales $440.0 $430.5 2% $1,245.3 $1,173.1 6%
Gross margin 67.8 67.2 1% 185.8 183.4 1%
SG&A 34.6 34.3 1% 99.9 97.5 2%
Operating income 33.2 32.9 1% 85.9 85.9 -
Operating margin 7.6% 7.7% 6.9% 7.3%
Homes sold 16,535 16,824 -2% 48,084 46,087 4%
Floors sold 26,721 26,252 2% 75,996 72,101 5%
Average price
per home $26,600 $25,600 4% $25,900 $25,500 2%
For the three months ended September 27, 1997, housing revenues
increased 2% due to internal growth. Currently the registrant has
53 housing facilities in operation, up from 49 a year ago. Late in
September of 1997, a new facility in Alabama opened and during the
quarter a facility in Nebraska was temporarily closed due to market
conditions. Homes sold for the quarter declined 2% from a year ago
due to a 13% decrease in sales of single-section homes. During the
quarter floors sold (each section of a home is counted as a floor)
increased 2% from a year ago due to an 8% increase in sales of
multi-section homes. As a result the quarter's multi-section mix
rose to 60% from 55% last year.
During the year-to-date period, homes sold increased 4% and housing
revenues reached $1.25 billion, rising 6% due to internal growth
and the 1996 acquisitions. The 1996 acquisitions consist of Grand
Manor, Inc., acquired March 29, 1996, and Homes of Legend, Inc.,
acquired April 26, 1996. Grand Manor for the first three months of
1997 and Homes of Legend for the first four months of 1997 added
$34.3 million to revenues from the sale of 1,546 homes. The
registrant's U.S. shipments for 1997 were 47,221 homes, a 4%
increase over 1996, and the U.S. multi-section mix was 57%, up from
56% a year ago. According to the National Conference of States on
Building Codes and Standards (NCSBCS), in the first nine months of
1997 industry unit shipments declined 3.1% and floors sold were
relatively flat from a year ago. The registrant's U.S. market share
for the year based on homes sold was approximately 17.4%, up from
16.1% a year earlier.
Operating margins as a percent of sales for the quarter and year-to-date
periods decreased due in part to plant start ups and higher
manufacturing costs caused generally by lower levels of unfilled
orders. Year-to-date income for 1997 was also lower due to the
restructuring of the product line at Redman's Indiana facilities
and to inclement weather early in the year that affected demand.
However, the registrant experienced improvements from reduced
corporate office costs which resulted from the elimination and
consolidation of the Redman corporate office and from lower
material costs as a result of greater purchasing volumes subsequent
to the Redman merger. Grand Manor for the first three months of
1997 and Homes of Legend for the first four months of 1997 added
$2.2 million of operating income. Last year's year-to-date
selling, general and administrative expenses included a $1.5
million restructuring charge at one of the registrant's
subsidiaries.
Although dealer orders can be canceled at anytime without penalty,
and unfilled orders are not necessarily an indication of future
business, the registrant's unfilled housing orders at September 27,
1997 totaled approximately $59 million. This amount compares to an
estimated $40 million at the end of June 1997 and $105 million a
year ago. The overall decline in unfilled orders from last year is
due to increased capacity with incoming order rates up 8% from a
year ago.
Consistent with its high-growth strategy, the registrant recently
announced that it is pursuing a number of different opportunities
to improve the retail distribution of its homes. Champion's retail
plan is to continue and improve the strong relationships it has
currently with its independent retailers; to focus on urban and
suburban development and community opportunities; and to franchise,
license, open and acquire retail locations in growth areas.
Other Matters
Consolidated sales and income include the results of Champion's
commercial vehicles business. Commercial vehicles revenues
decreased 9% to $15.1 million for the quarter on sales of 272
units, down from 338 units in last year's third quarter. For the
nine month period, revenues decreased 2% to $44.7 million from the
sale of 863 units, a 5% decrease from a year ago. Operating income
was $738,000 and $718,000 in the quarters ended September 27, 1997
and September 28, 1996, respectively. For the year-to-date periods,
operating income was $1.3 million in 1997 and $2.2 million in 1996,
primarily due to higher manufacturing costs and lower margin sales
in the first half of 1997.
Interest income decreased due to lower average invested balances.
Interest expense decreased as a result of no bank borrowing during
1997 and lower amounts outstanding for deferred portions of
purchase prices related to acquisitions.
Manufactured Housing Industry Outlook
According to the NCSBCS, 1997 year-to-date industry shipments
decreased 3.1% through September, following annual increases of 7%
in 1996, 12% in 1995 and 20% in 1994. Current industry analysts'
consensus for 1997 range from a 5% decrease to shipments flat with
1996. Industry floors sold in the first nine months of 1997 were
relatively flat compared to 1996 year-to-date levels.
The registrant believes that retail demand continues to improve
from a year ago and excess retail inventories reported earlier in
1997 are declining. Management believes that moderate changes in
interest rates will not have a significant direct impact on demand
for manufactured housing. Long-term industry growth and short-term
sales may be affected by many factors, which are discussed under
Forward Looking Statements on page 8 of this Form 10-Q.
Liquidity and Capital Resources
At September 27, 1997 cash and cash equivalents totaled $10.3
million, a decrease of $9.1 million from December 28, 1996. For
the nine-month period, $42.8 million of cash was generated from
operations, $8.3 million was provided by stock option exercises and
related tax benefits and $1.8 million from the disposal of property
and equipment. Cash of $29.6 million was used for common stock
repurchases, $30.2 million for capital improvements and $4.2
million for deferred purchase price payments for prior
acquisitions. The stock repurchases were part of a 4 million share
repurchase program which began in May of 1997 and for which $32.2
million has been expended through October 15, 1997.
Accounts receivable, inventories, and accounts payable increased
significantly during the year-to-date period due to higher sales in
September 1997 as compared to December 1996 because of the seasonal
nature of the manufactured housing industry. Increased production
levels and plant start-ups also caused the increases. Accrued
dealer discounts decreased due to payments made under annual
programs.
Champion has a $70 million unsecured bank line of credit, which
expires in 1998 and includes $20 million of availability to cover
letters of credit. At September 27, 1997 the registrant had no
bank borrowing outstanding and $14 million of letters of credit
outstanding, generally to support insurance obligations and
licensing and service bonding required by various states.
Borrowing may be necessary during the remainder of 1997 to fund
retail expansion plans, plant construction and expansions and stock
repurchases. During 1997 the registrant plans to spend a total of
up to $45 million on capital expenditures. In mid-October 1997, a
new facility in Texas opened. A plant in North Carolina is
planned for opening in the spring of 1998, which would
bring the total housing facilities to 55 when the spring selling
season begins.
The registrant believes that existing cash balances, cash flow from
operations and additional availability under its line of credit are
adequate to meet its anticipated financing needs, operating
requirements, capital expenditures and common stock repurchases in
the foreseeable future. However, management may explore other
opportunities to raise capital to finance the registrant's growth.
Consistent with its plan to improve shareholder value through
investments in sound operating businesses, the registrant does not
plan to pay cash dividends in the near term.
Forward Looking Statements
Certain statements contained in this report, including the industry
analysts' estimates of industry shipments for 1997, and the
registrant's plans for retail expansion, capital expenditures and
planned facilities, could be construed as forward looking
statements within the meaning of the Securities Exchange Act of
1934. In addition, Champion or persons acting on its behalf may
from time to time publish or communicate other items which could
also be construed to be forward looking statements. Statements of
this sort are or will be based on the registrant's estimates,
assumptions and projections, and are subject to risks and
uncertainties, including those specifically listed below and those
contained in Champion's reports previously filed with the SEC, that
could cause actual results to differ materially from those included
in the forward looking statements.
Long term growth in the manufactured housing industry may be
affected by: (1) the relative cost of manufactured housing versus
other forms of housing; (2) general economic trends, including
inflation and unemployment rates, consumer confidence, job growth
and interest rates; (3) changes in demographics, including new
household formations and the number of Americans on fixed income;
(4) the availability and cost of financing for manufactured homes;
(5) changes in government regulations and policies, including HUD
regulations, local building codes and zoning regulations; and (6)
changes in regional markets and the U.S. economy as a whole.
Short-term sales could be affected by inclement weather and
inventory levels of manufactured housing retailers. Fluctuations
in interest rates may affect the demand for manufactured housing to
the extent that those changes reduce job growth, slow the U.S.
economy, or cause a loss in consumer confidence. The profitability
of the registrant may also be affected by: (1) its ability to
efficiently expand operations and utilize production capacity; (2)
its ability to pass increased raw material costs, particularly
lumber costs, on to its customers; (3) market share position; (4)
growth in the manufactured housing industry as a whole; (5) the
results of its acquisitions; and (6) strength of retail
distribution.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report.
Exhibit No. Description
11 Computation of Earnings Per Share
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the registrant during
the quarter ended September 27, 1997.
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.
CHAMPION ENTERPRISES, INC.
By: /S/ A. JACQUELINE DOUT
A. Jacqueline Dout
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
And: /S/ RICHARD HEVELHORST
Richard Hevelhorst
Controller (Principal
Accounting Officer)
Dated: November 7, 1997
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
11 Computation of Earnings Per Share
27 Financial Data Schedule
Champion Enterprises, Inc.
Computation of Earnings Per Share
(in 000's, except per share amounts)
Three Months Ended Nine Months Ended
September September September September
27, 1997 28, 1996 27, 1997 28, 1996
EARNINGS
Net Income $20,561 $20,474 $52,600 $53,362
SHARES USED FOR CALCULATING
EARNINGS PER SHARE
Average Shares Outstanding 46,947 47,461 47,752 47,499
Additional Shares Resulting
from Assumed Exercise
of Stock Options 1,469 1,938 1,440 1,851
Total 48,416 49,399 49,192 49,350
PER SHARE AMOUNTS
Net Income $0.42 $0.41 $1.07 $1.08
NOTE: This calculation is submitted in accordance with Securities and
Exchange Act of 1934 Release No. 9083.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD
ENDING SEPTEMBER 27, 1997, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> JAN-3-1998
<PERIOD-START> JUN-28-1997
<PERIOD-END> SEP-27-1997
<CASH> 10,286
<SECURITIES> 0
<RECEIVABLES> 116,313
<ALLOWANCES> 551
<INVENTORY> 90,426
<CURRENT-ASSETS> 253,687
<PP&E> 202,308
<DEPRECIATION> 61,111
<TOTAL-ASSETS> 524,506
<CURRENT-LIABILITIES> 216,484
<BONDS> 0
<COMMON> 46,828
0
0
<OTHER-SE> 215,076
<TOTAL-LIABILITY-AND-EQUITY> 524,506
<SALES> 1,290,031
<TOTAL-REVENUES> 1,290,031
<CGS> 1,099,107
<TOTAL-COSTS> 1,099,107
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,058
<INCOME-PRETAX> 87,400
<INCOME-TAX> 34,800
<INCOME-CONTINUING> 52,600
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<NET-INCOME> 52,600
<EPS-PRIMARY> 1.07
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</TABLE>
