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 ☒ No ☐

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). Yes ☒ No ☐

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:):

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 ☐ No ☒

Number of shares of common stock outstanding as of January 26, ~~2020: 56,665,681~~2021: 56,638,836

	December 28, 2019			March 30, 2019			December 26, 2020			March 28, 2020
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	171,287		$	126,634		$	267,060		$	209,455
Trade accounts receivable, net		42,233			57,649			41,325			45,733
Inventories, net		107,938			122,638			131,123			126,386
Other current assets		13,377			11,369			15,517			17,239
Total current assets		334,835			318,290			455,025			398,813
Long-term assets:
Property, plant, and equipment, net		110,944			108,587			103,826			109,291
Goodwill		173,521			173,406			173,521			173,521
Amortizable intangible assets, net		44,714			48,936			39,272			43,357
Deferred tax assets		30,435			34,058			19,516			21,812
Other noncurrent assets		30,029			16,677			34,705			34,906
Total assets	$	724,478		$	699,954		$	825,865		$	781,700
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Floor plan payable	$	32,375		$	33,321		$	25,595		$	33,914
Accounts payable		27,325			43,421			38,603			38,703
Other current liabilities		118,603			129,561			143,453			114,030
Total current liabilities		178,303			206,303			207,651			186,647
Long-term liabilities:
Long-term debt		39,330			54,330			39,330			77,330
Deferred tax liabilities		3,746			3,422			4,008			3,264
Other		33,902			23,927			42,681			40,144
Total long-term liabilities		76,978			81,679			86,019			120,738

Stockholders' Equity:
Common stock, $0.0277 par value, 115,000 shares authorized, 56,666 and 56,657 shares issued (including 145 and 290 shares subject to restriction) as of December 28, 2019 and March 30, 2019, respectively		1,570			1,569
Common stock, $0.0277 par value, 115,000 shares authorized, 56,638 and 56,665 shares issued (including 0 and 145 shares subject to restriction) as of December 26, 2020 and March 28, 2020, respectively								1,569			1,570
Additional paid-in capital		483,371			479,226			488,558			485,552
Accumulated deficit		(6,046	)		(58,208	)
Retained earnings (accumulated deficit)								50,720			(48	)
Accumulated other comprehensive loss		(9,698	)		(10,615	)		(8,652	)		(12,759	)
Total stockholders’ equity		469,197			411,972			532,195			474,315
Total liabilities and stockholders’ equity	$	724,478		$	699,954		$	825,865		$	781,700

	Three Months Ended				Nine Months Ended					Three Months Ended					Nine Months Ended
	December 28, 2019		December 29, 2018		December 28, 2019		December 29, 2018			December 26, 2020			December 28, 2019		December 26, 2020			December 28, 2019
Net sales	$	342,239	$	354,671	$	1,068,585	$	1,032,368		$	377,581		$	342,239	$	973,232		$	1,068,585
Cost of sales		273,338		289,935		849,594		853,472			305,797			273,338		784,652			849,594
Gross profit		68,901		64,736		218,991		178,896			71,784			68,901		188,580			218,991
Selling, general, and administrative expenses		45,237		48,848		145,354		222,005			44,286			45,237		126,466			145,354
Operating income (loss)		23,664		15,888		73,637		(43,109	)
Operating income											27,498			23,664		62,114			73,637
Interest expense, net		328		813		1,019		2,712			795			328		2,601			1,019
Other expense		—		125		—		7,845
Income (loss) before income taxes		23,336		14,950		72,618		(53,666	)
Other income											(180	)		—		(6,993	)		—
Income before income taxes											26,883			23,336		66,506			72,618
Income tax expense		6,299		4,437		20,456		13,699			5,284			6,299		15,493			20,456
Net income (loss)	$	17,037	$	10,513	$	52,162	$	(67,365	)
Net income (loss) per share:
Net income										$	21,599		$	17,037	$	51,013		$	52,162
Net income per share:
Basic	$	0.30	$	0.19	$	0.92	$	(1.28	)	$	0.38		$	0.30	$	0.90		$	0.92
Diluted	$	0.30	$	0.19	$	0.92	$	(1.28	)	$	0.38		$	0.30	$	0.90		$	0.92

	Nine Months Ended						Nine Months Ended
	December 28, 2019			December 29, 2018			December 26, 2020			December 28, 2019
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:
Net income							$	51,013		$	52,162
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		9,826			8,219			8,994			9,826
Amortization of intangible assets		4,069			3,316			4,082			4,069
Amortization of deferred financing fees		384			409			380			384
Fair market value adjustment for asset classified as held for sale		986			—			—			986
Equity-based compensation		6,168			97,589			4,625			6,168
Deferred taxes		4,222			3,223			3,251			4,222
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:
(Gain) loss on disposal of property, plant, and equipment								(75	)		126
Foreign currency transaction gain								(421	)		(93	)
Change in assets and liabilities:
Accounts receivable		15,441			8,414			4,577			15,441
Inventories		14,980			4,991			(3,388	)		14,980
Prepaids and other assets		(6,199	)		(286	)		(2,239	)		(6,199	)
Accounts payable		(16,130	)		(11,756	)		(284	)		(16,130	)
Accrued expenses and other liabilities		(12,865	)		4,975			33,301			(12,865	)
Net cash provided by operating activities		73,077			51,918			103,816			73,077
Cash flows from investing activities
Additions to property, plant, and equipment		(12,110	)		(7,627	)		(4,235	)		(12,110	)
Cash acquired in business acquisition		—			9,722
Proceeds from maturity of company owned life insurance policy								1,186			—
Proceeds from disposal of property, plant, and equipment		44			17			1,836			44
Proceeds from sale of held for sale asset		1,100			—			—			1,100
Decrease in note receivable		—			284
Net cash (used in) provided by investing activities		(10,966	)		2,396
Net cash used in investing activities								(1,213	)		(10,966	)
Cash flows from financing activities
Changes in floor plan financing, net		(946	)		9,133			(8,318	)		(946	)
Borrowings on revolving debt facility		—			46,900
Payments on revolving debt facility		(15,000	)		—			(38,000	)		(15,000	)
Payments on term-loans and other debt		—			(46,900	)
Payments for deferred financing fees		—			(2,169	)
Stock option exercises		109			1,615			67			109
Tax payments for equity-based compensation		(2,131	)		(4,117	)		(1,687	)		(2,131	)
Members' capital distribution		—			(65,277	)
Net cash used in financing activities		(17,968	)		(60,815	)		(47,938	)		(17,968	)
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
Effect of exchange rate changes on cash and cash equivalents								2,940			510
Net increase in cash and cash equivalents								57,605			44,653
Cash and cash equivalents at beginning of period								209,455			126,634
Cash and cash equivalents at end of period							$	267,060		$	171,287

	Three Months Ended December 28, 2019																		Three Months Ended December 26, 2020
	Common Stock																		Common Stock
	Shares		Amount		Members' Contributed Capital		Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total			Shares			Amount			Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Balance at September 28, 2019		56,665	$	1,570	$	—	$	481,909		$	(23,083	)	$	(10,246	)	$	450,150
Balance at September 26, 2020																				56,638		$	1,569		$	487,557		$	29,121		$	(10,803	)	$	507,444
Net income		—		—		—		—			17,037			—			17,037			—			—			—			21,599			—			21,599
Equity-based compensation		—		—		—		1,465			—			—			1,465			—			—			1,001			—			—			1,001
Net common stock issued under equity-based compensation plans		1		—		—		(3	)		—			—			(3	)
Foreign currency translation adjustments		—		—		—		—			—			548			548			—			—			—			—			2,151			2,151
Balance at December 28, 2019		56,666	$	1,570	$	—	$	483,371		$	(6,046	)	$	(9,698	)	$	469,197
Balance at December 26, 2020																				56,638		$	1,569		$	488,558		$	50,720		$	(8,652	)	$	532,195


	Nine Months Ended December 28, 2019																		Nine Months Ended December 26, 2020
	Common Stock																		Common Stock
	Shares		Amount		Members' Contributed Capital		Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total			Shares			Amount			Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Balance at March 30, 2019		56,657	$	1,569	$	—	$	479,226		$	(58,208	)	$	(10,615	)	$	411,972
Balance at March 28, 2020																				56,665		$	1,570		$	485,552		$	(48	)	$	(12,759	)	$	474,315
Net income		—		—		—		—			52,162			—			52,162			—			—			—			51,013			—			51,013
Equity-based compensation		—		—		—		6,168			—			—			6,168			—			—			4,625			—			—			4,625
Cumulative adjustment for adoption of ASU 2016-13																				—			—			—			(245	)		—			(245	)
Net common stock issued under equity-based compensation plans		9		1		—		(2,023	)		—			—			(2,022	)		(27	)		(1	)		(1,619	)		—			—			(1,620	)
Foreign currency translation adjustments		—		—		—		—			—			917			917			—			—			—			—			4,107			4,107
Balance at December 28, 2019		56,666	$	1,570	$	—	$	483,371		$	(6,046	)	$	(9,698	)	$	469,197
Balance at December 26, 2020																				56,638		$	1,569		$	488,558		$	50,720		$	(8,652	)	$	532,195

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

56,713

$
1,571

$
—

$
472,176

$
(77,878
)

$
(9,400
)

$
386,469

Net income

—

—

—

10,513

—

10,513

Equity-based compensation

—

—

—

3,662

—

—

3,662

Foreign currency translation adjustments

—

—

—

—

—

(2,099
)

(2,099
)
Balance at December 29, 2018

56,713

$
1,571

$
—

$
475,838

$
(67,365
)

$
(11,499
)

$
398,545

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

—

$
—

$
140,076

$
—

$
22,514

$
(9,293
)

$
153,297

Net loss

—

—

—

(67,365
)

—

(67,365
)
Members' capital distributions

—

—

(42,763
)

(22,514
)

—

(65,277
)
Exchange of membership interest for shares of Skyline Champion Corporation

56,143

1,555

(97,313
)

380,923

—

—

285,165

Equity-based compensation

—

—

—

97,589

—

—

97,589

Net common stock issued under equity-based compensation plans

570

16

—

(2,674
)

(2,658
)
Foreign currency translation adjustments

—

—

—

—

—

(2,206
)

(2,206
)
Balance at December 29, 2018

56,713

$
1,571

$
—

$
475,838

$
(67,365
)

$
(11,499
)

$
398,545

	Three Months Ended December 28, 2019
	Common Stock
	Shares		Amount		Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Balance at September 28, 2019		56,665	$	1,570	$	481,909		$	(23,083	)	$	(10,246	)	$	450,150
Net income		—		—		—			17,037			—			17,037
Equity-based compensation		—		—		1,465			—			—			1,465
Net common stock issued under equity-based compensation plans		1		—		(3	)		—			—			(3	)
Foreign currency translation adjustments		—		—		—			—			548			548
Balance at December 28, 2019		56,666	$	1,570	$	483,371		$	(6,046	)	$	(9,698	)	$	469,197

	Nine Months Ended December 28, 2019
	Common Stock
	Shares		Amount		Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Balance at March 30, 2019		56,657	$	1,569	$	479,226		$	(58,208	)	$	(10,615	)	$	411,972
Net income		—		—		—			52,162			—			52,162
Equity-based compensation		—		—		6,168			—			—			6,168
Net common stock issued under equity-based compensation plans		9		1		(2,023	)		—			—			(2,022	)
Foreign currency translation adjustments		—		—		—			—			917			917
Balance at December 28, 2019		56,666	$	1,570	$	483,371		$	(6,046	)	$	(9,698	)	$	469,197

Components of accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.

~~On June 1, 2018,~~ Nature of Operations: Skyline Champion Corporation ~~(formerly known as Skyline Corporation), an Indiana corporation~~ (the “Company”), is a leading producer of factory-built housing in the United States (“U.S.”) and ~~Champion Enterprises Holdings, LLC (“Champion Holdings”~~Canada. The Company’s operations consist of manufacturing, retail, and transportation activities. The Company operates 33 manufacturing facilities throughout the U.S. and 5 manufacturing facilities in western Canada. These facilities primarily construct factory-built, timber-framed manufactured, and modular houses that are sold primarily to independent retailers, builders/developers, and manufactured home community operators. The Company’s retail operations consist of 18 sales centers that sell manufactured houses to consumers primarily in the Southern U.S. The Company’s transportation business engages independent owners/drivers to transport manufactured homes, recreational vehicles and other products throughout the U.S. and Canada.

COVID-19 Government Financial Assistance: The outbreak of a novel strain of coronavirus ("COVID-19") ~~completed the transactions contemplated~~was declared a global pandemic by the ~~Share Contribution & Exchange Agreement (the “Exchange Agreement”~~World Health Organization in March 2020. Various government programs have been announced to provide financial relief for affected businesses, including the Employee Retention Credit under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")~~, dated~~ and state level programs in the United States and the Canada Emergency Wage Subsidy ("CEWS") under the COVID-19 Economic Response Plan in Canada. The Company recognized $6.2 million for payroll subsidies under CEWS during the nine months ended December 26, 2020. NaN payroll subsidy was recognized under CEWS during the three months ended December 26, 2020. The Company also recognized $0.2 million and $0.8 million during the three and nine months ended December 26, 2020 for wage subsidies under the CARES Act and other state level programs in the United States. The Company’s policy is to account for these subsidies as ~~of January 5, 2018, by~~Other Income in the period in which the related costs are incurred and ~~between~~ the Company ~~and Champion Holdings. Under~~is reasonably assured to receive payment. As of December 26, 2020, the ~~Exchange Agreement, (i) Champion Holdings contributed to the~~ Company had collected all of the ~~issued and outstanding equity interests~~CEWS subsidies for which it has applied. In addition, the CARES Act allows for deferring payment of ~~each of Champion Holdings’ wholly-owned operating subsidiaries (the “Contributed Shares”), and (ii) in exchange for the Contributed Shares,~~certain payroll taxes. Through December 26, 2020, the Company ~~issued to the members~~has deferred $11.6 million of ~~Champion Holdings,~~payroll taxes that will be paid beginning in ~~the aggregate, 47,752,008 shares~~December 2021.

Basis of Company common stock (“Skyline Common Stock”) (such issuance, the “Shares Issuance”). Immediately following the Shares Issuance, the members of Champion Holdings collectively held 84.5%, and the Company’s pre-closing shareholders collectively held 15.5%, of the issued and outstanding Skyline Common Stock on a fully-diluted basis. The contribution of the Contributed Shares by Champion Holdings to Skyline, and the Shares Issuance by the Company to the members of Champion Holdings are collectively referred to herein as the “Exchange.”

The Exchange was treated as a purchase of the Company by Champion Holdings for accounting and financial reporting purposes. As a result, the financial results for the nine months ending December 29, 2018 are comprised of the results of 1) Champion Holdings for the period between April 1, 2018 and May 31, 2018 and 2) the Company, after giving effect to the Exchange, from June 1, 2018 through December 29, 2018.

Presentation: The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations.

The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries after elimination of intercompany balances and transactions. In the opinion of management, these statements include all normal recurring adjustments necessary to fairly state the Company’s consolidated results of operations, cash flows, and financial position. The Company has evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on May ~~23, 2019.~~21, 2020 (the “Fiscal 2020 Annual Report”).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes thereto. Actual results could differ from those estimates. The condensed consolidated income statements, condensed consolidated statements of comprehensive income, ~~(loss)~~ and condensed consolidated statements of cash flows for the interim periods are not necessarily indicative of the results of operations or cash flows for the full year.

Certain prior year amounts have been reclassified to conform with the current year presentation.

The Company’s fiscal year is a 52- or 53-week period that ends on the Saturday nearest to March 31. The Company’s current fiscal year, “fiscal ~~2020”,~~2021,” will end on ~~March 28, 2020.~~April 3, 2021 and will include 53 weeks. References to “fiscal ~~2019”~~2020” refer to the Company’s fiscal year ended March ~~30, 2019.~~28, 2020. The three and nine months ended December 26, 2020 and December 28, 2019 ~~and December 29, 2018~~ each included 13 weeks and 39 weeks, respectively.

The Company’s operations consist of manufacturing, retail and transportation activities. The Company operates 33 manufacturing facilities throughout the United States (“U.S.”) and 5 manufacturing facilities in western Canada that primarily construct factory-built, timber-framed manufactured, and modular houses that are sold primarily to independent retailers and builders/developers. The Company’s retail operations consist of 21 sales centers that sell manufactured houses to consumers primarily in the Southern U.S. The Company’s transportation business engages independent owners/drivers to transport recreational vehicles throughout the U.S. and Canada and manufactured houses in certain regions of the U.S.

Recently Adopted Accounting Pronouncements: ~~In February 2016,~~On March 29, 2020, the ~~Financial Accounting Standards Board (“FASB”) issued~~Company adopted Accounting Standards Update ~~(“ASU”~~("ASU") ~~2016-02,~~2016-13, ~~Leases(Topic 842)~~ (“~~ASC 842”)~~Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” using a modified retrospective approach. The standard amends several aspects of the measurement of credit losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models with the current expected credit losses ("CECL") model. The cumulative effect of adoption resulted in an increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognizeof $0.2 million in the ~~consolidated balance sheet~~allowance for credit loss and a liability to make lease payments (the lease liability) and an asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous requirements. This ASC 842 is effective for fiscal years beginning after December 31, 2018 and modified retrospective application is permitted.

~~The Company adopted ASC 842~~corresponding decrease in retained earnings as of March ~~31, 2019,~~29, 2020. The Company’s allowance for credit losses on financial assets measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current economic conditions and forecasts that affect the collectability of the reported amount. Expected credit losses for newly recognized financial assets, as well as changes to expected credit losses during the period, are recognized in earnings. As of December 26, 2020 and March 28, 2020, accounts receivable are reflected net of reserves of $0.5 million and $0.4 million, respectively. As of December 26, 2020 and March 28, 2020, other notes receivable are reflected net of reserves of $0.4 million and $0.5 million, respectively. Changes in expected credit losses were not significant in the first ~~day~~nine months of fiscal ~~2020 using~~2021.

In January 2017, the ~~modified retrospective approach~~FASB issued ASU 2017-04, “Intangibles - Goodwill and ~~without restating comparative periods. The Company has elected to apply~~Other (Topic 350), Simplifying the ~~transition package of three practical expedients~~Test for Goodwill Impairment,” which allow companies not to reassess whether agreements contain leases, the classification of leases, and the capitalization of initial direct costs. The Company did not elect the practical expedient which permits the use of hindsight when determining the lease term and assessing right-of-use assets for impairment. As permitted by the standard, the Company elected to: 1) recognize lease expense for leases with a term of 12 months or less on a straight-line basisaddresses concerns over the ~~lease term~~cost and ~~will not recognize any right~~complexity of ~~use assets or lease liabilities for those leases,~~the two-step impairment testing model, and ~~2) not separate lease and non-lease components.~~

~~The primary financial statement impact upon adoption was the recognition, on a discounted basis,~~ of the ~~Company's minimum commitments under non-cancelable operating leases as right~~test. An entity will apply a one-step quantitative test and record the amount of use assets and obligations on the consolidated balance sheets. The adoption of ASC 842 resulted in the recognition of lease-related assets and liabilities of $13.7 million. The standard did not have a material impact on the Company's results of operations or cash flows.

~~Recently Issued Accounting Pronouncements Pending Adoption:~~ ~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies the accounting for goodwill impairments and allows a~~ goodwill impairment ~~charge to be based on~~as the ~~amount~~excess of a reporting unit’s carrying ~~value in excess of~~amount over its fair ~~value. This eliminates~~value, not to exceed the ~~requirement to calculate the implied fair value~~total amount of goodwill ~~or what is known as “Step 2” under~~allocated to the ~~current guidance. This guidance is~~reporting unit. The Company adopted the provisions of ASU 2017-04 effective ~~for annual~~March 29, 2020, and ~~interim periods of public entities beginning after December 15, 2019, with early~~the adoption ~~permitted. The Company~~ ~~is currently assessing~~did not have an impact on the ~~potential impact this ASU will have on its~~Company's consolidated financial statements.

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments—Credit Losses~~ (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

There were no other accounting standards recently issued that are expected to have a material impact on the Company’s financial position or results of operations.

The Exchange was completed on June 1, 2018 and was accounted for as a reverse acquisition under the acquisition method of accounting as provided by the FASB Accounting Standards Codification 805, Business Combinations. Champion Holdings was deemed to be the acquirer for accounting and financial reporting purposes. The assets acquired and liabilities assumed as a result of the Exchange were recorded at their respective fair values and added to the carrying value of Champion Holdings’ existing assets and liabilities. The Company incurred acquisition-related costs of approximately $6.9 million for the nine months ended December 29, 2018, which were classified as other expense in the condensed consolidated statements of operations. NaN acquisition-related costs were incurred during the three months ended December 29, 2018. Additionally, the Company incurred approximately $6.0 million in equity-based compensation expense related to former Skyline employees during the first quarter of fiscal 2019, which is recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. These types of costs were 0t incurred during fiscal 2020.

The purchase price of the acquisition was determined with reference to the value of equity (common stock) of the Company based on the closing price on June 1, 2018 of $33.39 per share. The purchase price has been allocated to the assets acquired and liabilities assumed using their estimated fair values at June 1, 2018, the closing of the Exchange. The purchase price and the allocation have been used to prepare the accompanying condensed consolidated financial statements.

Goodwill is primarily attributable to expected synergies from the combination of the companies, including, but not limited to, expected cost synergies through procurement activities and operational improvements through sharing of best practices. Goodwill, which is not deductible for income tax purposes, was allocated to the U.S. Factory-built Housing reporting unit.

Cash, trade receivables, other assets, accounts payable, and accrued liabilities were generally stated at historical carrying values given the short-term nature of these assets and liabilities. Intangible assets consist primarily of amounts recognized for the fair value of customer relationships and trade names and were based on an independent appraisal. Customer-based assets include the Company’s established relationships with its customers and the ability of those customers to generate future economic profits for the Company. The Company estimates that these intangible assets have a weighted average useful life of ten years.Fair value estimates of property, plant, and equipment were based on independent appraisals and broker opinions of value, giving consideration to the highest and best use of the assets. Key assumptions used in the

~~appraisals were based on a combination of market and cost approaches, as appropriate. Level 3 fair value estimates of $40.2 million related to property, plant, and equipment and $52.1~~ million related to intangible assets were recognized in the accompanying condensed consolidated balance sheet as a result of the allocation of the purchase price from the Exchange. The Company determined $2.1 million of property acquired in the Exchange met the definition of held for sale at the acquisition date and was classified in other current assets. The fair value less cost to sell of this held for sale property was evaluated each reporting period to determine if it has changed. A loss of $1.0 million was recorded during the first quarter of fiscal 2020 related to this held for sale property based on updated market information. The sale of the property was completed during the third quarter of fiscal 2020 for $1.1 million. Assets held for sale were $2.1 million as of March 30, 2019. For further information on acquired assets measured at fair value, see Note 5, Goodwill and Intangible Assets.

~~The Company allocated a portion of the purchase price to certain realizable deferred tax assets totaling $27.3 million. Deferred tax assets are primarily federal and state~~Inventories, net operating loss carryforwards and credits offset by a valuation allowance for certain state net operating loss carryforwards that are not expected to be realized. The deferred tax assets are offset by deferred tax liabilities of $20.3 million resulting from the purchase price allocation step-up in fair value that exceed the historical tax basis.

~~The statement of operations for the three and nine months ended December 29, 2018 includes $63.2 million and $153.3 million, respectively, of net sales attributable to the acquired Skyline operations.~~

~~A summary of the results of operations for the Company, on an as reported and on a pro forma basis, are as follows:~~

The pro forma results are based on adding the historical results of operations of Champion Holdings and Skyline and adjusting those historical amounts for the amortization of intangibles created in the Exchange; the increase in depreciation as a result of the step-up in fair value of property, plant, and equipment; removing transaction costs directly associated with the Exchange; removing equity-based compensation expense directly resulting from the Exchange; reflecting the financing arrangements entered into in connection with the Exchange, and adjusting those items for income taxes. The pro forma disclosures do not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the Exchange or any integration costs. The pro forma data is intended for informational purposes and is not indicative of the future results of operations.

The Exchange Agreement provided that Champion Holdings was permitted to pay a capital distribution prior to completion of the Exchange to the extent it had cash in excess of debt and other debt-like items and unpaid Exchange fees and expenses. Prior to the completion of the Exchange, Champion Holdings made a capital distribution to its members equal to an aggregate of $65.3 million (of which $22.5 million was reflected as a reduction to retained earnings and $42.8 million was reflected as a reduction to members’ contributed capital).

The components of inventory, net of reserves for obsolete inventory, were as follows:

(Dollars in thousands)	December 28, 2019		March 30, 2019		December 26, 2020		March 28, 2020
Raw materials	$	49,242	$	48,531	$	69,664	$	55,408
Work in process		15,235		13,973		19,412		17,773
Finished goods and other		43,461		60,134		42,047		53,205
Total inventories	$	107,938	$	122,638
Total inventories, net					$	131,123	$	126,386

At December ~~28, 2019~~26, 2020 and March ~~30, 2019,~~28, 2020, reserves for obsolete inventory were ~~$4.5~~$4.6 million and ~~$4.1~~$4.2 million, respectively.

Property, plant, and equipment are stated at cost. Depreciation is calculated primarily on a straight-line basis, generally over the following estimated useful lives: land improvements – 3 to 10 years; buildings and improvements – 8 to 25 years; and vehicles and machinery and equipment – 3 to 8 years. Depreciation expense for the three months ended December 26, 2020and December 28, 2019 ~~and December 29, 2018~~ was ~~$3.2~~$3.0 million and ~~$2.9~~$3.2 million, respectively. Depreciation expense for the nine months ended December 26, 2020and December 28, 2019 was $9.0 million and ~~December 29, 2018 was~~ $9.8 million, ~~and $8.2 million,~~ respectively.

(Dollars in thousands)	December 28, 2019			March 30, 2019			December 26, 2020			March 28, 2020
Land and improvements	$	35,615		$	34,264		$	35,525		$	35,332
Buildings and improvements		87,072			83,973			87,096			87,222
Machinery and equipment		49,288			42,476			54,423			51,239
Construction in progress		4,124			3,619			1,981			1,810
Property, plant, and equipment, at cost		176,099			164,332			179,025			175,603
Less: accumulated depreciation		(65,155	)		(55,745	)		(75,199	)		(66,312	)
Property, plant, and equipment, net	$	110,944		$	108,587		$	103,826		$	109,291

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At December ~~28, 2019~~ 26, 2020and March ~~30, 2019,~~28, 2020, the Company had goodwill of $173.5 ~~million and $173.4 million, respectively. The change from March 30, 2019 was a result of the finalization of the allocation of net assets recognized in connection with the Exchange.~~million.

(Dollars in thousands)	December 28, 2019									March 30, 2019									December 26, 2020									March 28, 2020
	Customer Relationships			Trade Names			Total			Customer Relationships			Trade Names			Total			Customer Relationships			Trade Names			Total			Customer Relationships			Trade Names			Total
Gross carrying amount	$	48,743		$	13,220		$	61,963		$	48,782		$	13,173		$	61,955		$	48,845		$	13,261		$	62,106		$	48,370		$	13,068		$	61,438
Accumulated amortization		(12,407	)		(4,842	)		(17,249	)		(9,052	)		(3,967	)		(13,019	)		(16,847	)		(5,987	)		(22,834	)		(13,118	)		(4,963	)	$	(18,081	)
Amortizable intangibles, net	$	36,336		$	8,378		$	44,714		$	39,730		$	9,206		$	48,936		$	31,998		$	7,274		$	39,272		$	35,252		$	8,105		$	43,357

The Company recognized finite-lived intangibles for customer relationships of $43.1 million and trade names of $9.0 million as a result of the allocation of the purchase price from the Exchange. The fair value of the customer relationship intangible asset was estimated using the multi-period excess earnings method of the income approach. The fair value of the customer relationship intangible asset was determined based on estimates and assumptions of projected cash flows attributable7

Notes to the acquired customer relationships, the annual attrition rate of existing customer relationships, the contributory asset charges attributable to the assets that support the customer relationships, such as net working capital, property, plant, and equipment, trade name, and workforce, the economic life and the discount rate as determined at the time of the final valuation. The fair value of the trade name intangible asset was estimated using the relief-from-royalty method of the income approach. The fair value of the trade names intangible asset was determined based on estimates and assumptions used for the expected life of the intangible asset, the royalty rate and the discount rate that reflects the level of risk associated with the future cash flows as determined at the time of the final valuation. Condensed Consolidated Financial Statements - Continued

During both the three months ended December 26, 2020and December 28, 2019 ~~and December 29, 2018,~~, amortization of intangible assets was $1.4 ~~million and $1.6 million, respectively.~~million. During both the nine months ended December 26, 2020and December 28, 2019 ~~and December 29, 2018,~~, amortization of intangible assets was $4.1 ~~million and $3.3 million, respectively.~~

(Dollars in thousands)	December 28, 2019		March 30, 2019		December 26, 2020		March 28, 2020
Customer deposits	$	19,947	$	27,873	$	38,096	$	22,679
Accrued volume rebates		20,766		21,020		17,876		17,469
Accrued warranty obligations		20,035		17,886		19,725		19,179
Accrued compensation and payroll taxes		24,431		32,075		35,200		27,776
Accrued insurance		15,674		16,245		14,291		11,182
Other		17,750		14,462		18,265		15,745
Total other current liabilities	$	118,603	$	129,561	$	143,453	$	114,030

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			December 28, 2019			December 29, 2018			December 26, 2020			December 28, 2019			December 26, 2020			December 28, 2019
Balance at the beginning of the period	$	24,437		$	22,871		$	23,346		$	15,430		$	24,460		$	24,437		$	24,969		$	23,346
Warranty assumed in the Exchange		—			—			—			6,259
Warranty expense		9,727			9,167			28,060			25,834			9,863			10,204			24,616			29,640
Cash warranty payments		(9,169	)		(8,972	)		(26,411	)		(24,457	)		(8,808	)		(9,646	)		(24,070	)		(27,991	)
Balance at end of period		24,995			23,066			24,995			23,066			25,515			24,995			25,515			24,995
Less: noncurrent portion in other long-term liabilities		(4,960	)		(5,700	)		(4,960	)		(5,700	)		(5,790	)		(4,960	)		(5,790	)		(4,960	)
Total current portion	$	20,035		$	17,366		$	20,035		$	17,366		$	19,725		$	20,035		$	19,725		$	20,035

(Dollars in thousands)	December 28, 2019		March 30, 2019		December 26, 2020		March 28, 2020
Revolving credit facility maturing in 2023	$	26,900	$	41,900	$	26,900	$	64,900
Obligations under industrial revenue bonds due 2029		12,430		12,430		12,430		12,430
Total debt		39,330		54,330		39,330		77,330
Less: current portion		—		—		—		—
Total long-term debt	$	39,330	$	54,330	$	39,330	$	77,330

~~On June 5, 2018, the~~The Company ~~entered into a credit~~has an agreement ~~(the “Credit Agreement”)~~ with a syndicate of ~~banks. The Credit Agreement~~banks that provides for a revolving credit facility of up to $100.0 million, including a letter of credit sub-facility of not less than $45.0 ~~million. Initial borrowings under the~~ million (“Credit ~~Agreement were used to repay the Company’s existing $46.9 million term loans (“Term Loans”~~Agreement”) ~~and replace the Company’s existing cash collateralized stand-alone letter of credit facility.~~. The revolving credit facility allows the Company to draw down, repay and re-draw loans on the available funds during the term of the Credit Agreement. ~~During the three and nine months ended December 28, 2019, the Company repaid $5.0 million and $15.0 million, respectively, of amounts previously drawn on the revolving credit facility.~~

The Credit Agreement matures on June 5, 2023 and has no scheduled amortization. The interest rate on borrowings under the Credit Agreement adjusts based on the first lien net leverage of the Company from a high of LIBOR plus 2.25% and ABR plus 1.25% when the first lien net leverage is equal to or greater than 2.00:1.00, to a low of LIBOR plus 1.50% and ABR plus 0.50% when the first lien net leverage is below 0.50:1.00. In addition, the Company is obligated to pay an unused line fee ranging between ~~0.40%~~0.25% and ~~0.25%~~0.40% (depending on the first lien net leverage) in respect of unused commitments under the Credit Agreement. At December ~~28, 2019~~ 26, 2020the interest rate on borrowings under the Credit Agreement was ~~3.2%~~1.7%. At December ~~28, 2019,~~26, 2020, letters of credit issued under the Credit Agreement totaled ~~$28.7 million. Total~~$33.9 million and total available borrowings ~~under the Credit Agreement as of December 28, 2019~~ were ~~$44.4~~$39.2 million.

Obligations under industrial revenue bonds are supported by letters of credit and bear interest based on a municipal bond index rate. The weighted-average interest rate at December ~~28, 2019,~~26, 2020, including related costs and fees, was ~~3.78%. At March 30, 2019, the weighted average interest rate was 3.62%~~2.19%. The industrial revenue bonds require lump-sum payments of principal upon maturity in 2029.

The Credit Agreement contains covenants that restrict the amount of additional debt, liens and certain payments, including equity buybacks, investments, dispositions, mergers and consolidations, among other restrictions as defined. The Company was in compliance with all covenants of the Credit Agreement as of December ~~28, 2019.~~26, 2020.

The Company’s retail operations utilize floor plan financing to fund the purchase of manufactured homes for display or resale. At December ~~28, 2019~~ 26, 2020and March ~~30, 2019,~~28, 2020, the Company had outstanding borrowings on floor plan financing agreements of ~~$32.4~~$25.6 million and ~~$33.3~~$33.9 million, respectively. Total credit line capacity provided under the agreements was ~~$48.0~~$49.0 million as of December ~~28, 2019.~~26, 2020. Borrowings are secured by the homes and are required to be repaid when the Company sells the home to a customer.

The following tables disaggregate the Company’s revenue by sales category for the three and nine months ended December 26, 2020and December 28, 2019 ~~and December 29, 2018:~~:

	Three Months Ended December 28, 2019								Three Months Ended December 26, 2020
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total		U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total

Manufacturing and retail	$	304,568	$	22,809	$	—	$	327,377	$	332,200	$	26,351	$	—	$	358,551
Commercial		250		—		—		250		4,158		—		—		4,158
Transportation		—		—		14,612		14,612		—		—		14,872		14,872
Total	$	304,818	$	22,809	$	14,612	$	342,239	$	336,358	$	26,351	$	14,872	$	377,581


	Nine Months Ended December 28, 2019								Nine Months Ended December 26, 2020
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total		U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total

Manufacturing and retail	$	944,472	$	72,916	$	—	$	1,017,388	$	857,028	$	66,104	$	—	$	923,132
Commercial		4,781		—		—		4,781		11,549		—		—		11,549
Transportation		—		—		46,416		46,416		—		—		38,551		38,551
Total	$	949,253	$	72,916	$	46,416	$	1,068,585	$	868,577	$	66,104	$	38,551	$	973,232

	Three Months Ended December 29, 2018								Three Months Ended December 28, 2019
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total		U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total

Manufacturing and retail	$	308,013	$	27,130	$	—	$	335,143	$	304,568	$	22,809	$	—	$	327,377
Commercial		1,505		—		—		1,505		250		—		—		250
Transportation		—		—		18,023		18,023		—		—		14,612		14,612
Total	$	309,518	$	27,130	$	18,023	$	354,671	$	304,818	$	22,809	$	14,612	$	342,239


	Nine Months Ended December 29, 2018
									Nine Months Ended December 28, 2019
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total		U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total

Manufacturing and retail	$	870,816	$	79,885	$	—	$	950,701	$	944,472	$	72,916	$	—	$	1,017,388
Commercial		11,441		—		—		11,441		4,781		—		—		4,781
Transportation		—		—		70,226		70,226		—		—		46,416		46,416
Total	$	882,257	$	79,885	$	70,226	$	1,032,368	$	949,253	$	72,916	$	46,416	$	1,068,585

The Company has operating leases for land, manufacturing and office facilities, and equipment. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company's leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. Lease expense included in the accompanying condensed consolidated ~~statement of operations~~income statements is shown below:

					Three Months Ended
(Dollars in thousands)	Three Months Ended December 28, 2019		Nine Months Ended December 28, 2019		December 26, 2020		December 28, 2019
Operating lease expense	$	1,359	$	4,234	$	1,362	$	1,359
Short-term lease expense		402		1,005		266		402
Total lease expense	$	1,761	$	5,239	$	1,628	$	1,761

Operating lease assets and obligations included in the accompanying condensed consolidated balance ~~sheet~~sheets are ~~shown~~ below:

(Dollars in thousands)	December 28, 2019		December 26, 2020		March 28, 2020
Right-of-use assets under operating leases:
Other long-term assets	$	11,616	$	12,515	$	14,808
Lease obligations under operating leases:
Other current liabilities		3,826	$	4,305	$	4,789
Other long-term liabilities		7,790		8,210		10,019
Total lease obligation	$	11,616	$	12,515	$	14,808

Maturities of lease obligations as of December ~~28, 2019,~~26, 2020, are shown below:

(Dollars in thousands)	December 28, 2019			December 26, 2020
Fiscal 2020 ⁽¹⁾	$	1,133
Fiscal 2021		4,155
Fiscal 2021 ⁽¹⁾				$	1,294
Fiscal 2022		3,090			4,694
Fiscal 2023		2,234			3,754
Fiscal 2024		912			1,803
Fiscal 2025					1,124
Thereafter		2,214			1,879
Total undiscounted cash flows		13,738			14,548
Less: imputed interest		(2,122	)		(2,033	)
Lease obligations under operating leases	$	11,616		$	12,515

The ~~weighted average~~weighted-average lease term and discount rate for operating leases are shown below:

The discount rate used to measure a lease obligation should be the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate, which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments.

			Nine Months Ended
(Dollars in thousands)	Nine Months Ended December 28, 2019		December 26, 2020		December 28, 2019
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	1,711	$	1,430	$	1,711
Operating cash flows:
Cash paid related to operating lease obligations	$	4,262	$	4,255	$	4,262

For the three months ended December 26, 2020 and December 28, 2019, ~~and December 29, 2018,~~ the Company recorded ~~$6.3~~$5.3 million and ~~$4.4~~$6.3 million of income tax expense and had an effective tax rate of ~~27.0%~~19.7% and ~~29.7%~~27.0%, respectively. For the nine months ended December 26, 2020 and December 28, 2019, ~~and December 29, 2018,~~ the Company recorded ~~$20.5~~$15.5 million and ~~$13.7~~$20.5 million of income tax expense and had an effective tax rate of ~~28.2%~~23.3% and ~~(25.5%)~~28.2%, respectively. ~~The change in~~During the ~~effective tax rate for the~~ three ~~and nine~~ months ended December ~~28,~~26, 2020, the Company completed a U.S. research and development ("R&D") tax credit study for the years 2018 and 2019 ~~compared with~~that resulted in the ~~same respective periods~~recognition of ~~the prior year, was primarily due to costs related to the Exchange including non-deductible equity-based compensation for which no~~a tax benefit ~~could be recognized.~~of $1.7 million.

The Company’s effective tax rate for both the three and nine months endedDecember 26, 2020 and December 28, 2019 differs from the federal statutory income tax rate of 21.0% due primarily to the effect of non-deductible expenses, state and local income taxes, tax credits, and results in foreign jurisdictions. ~~The Company’s effective~~

At December 26, 2020, the Company had 0 unrecognized tax rate for the three and nine months ended December 29, 2018 differed from the federal statutory rate primarily due to the effect of non-deductible expenses, state and local income taxes, one-time charges related to the Exchange and results in foreign jurisdictions and non-taxable entities.

During the nine months ended December 28, 2019, the Company’s uncertain tax position did not change. During the nine months ended December 29, 2018, the Company’s uncertain tax position decreased by $0.7 million due to expiration of certain statutes of limitations.benefits. The Company ~~estimates a $0.6 million decrease~~does not anticipate any material changes to uncertain tax benefits in the next twelve ~~months due to the expiration of statutes of limitations.~~months. The Company records interest and penalties related to ~~uncertain~~unrecognized tax ~~positions~~benefits as a component of income tax expense. ~~Net interest and penalties for the periods presented herein were not significant.~~

Basic net income ~~(loss)~~ per share (“EPS”) attributable to the Company was computed by dividing net income ~~(loss)~~ attributable to the Company by the average number of common shares outstanding during the period. Certain of the Company’s ~~time-vesting~~time-based restricted share awards ~~are~~were considered participating ~~securities.~~securities prior to the completion of the vesting period. The vesting for these time-based shares was completed in the second quarter of fiscal 2021. Diluted earnings per common share is computed based on the more dilutive ofof: (i) the ~~two-class~~two class method, assuming the participating securities are not exercised or converted; or (ii) the summation of average common shares outstanding and additional common shares that would have been outstanding if the dilutive potential common shares had been issued.

During the nine months ended December 26, 2020, and the three and nine months ended December 28, 2019, ~~and the three months ended December 29, 2018,~~ the two-class method was more dilutive. The two-class method was not applicable to the computation for the three months ended December 26, 2020 as the time-vested restricted share awards were fully vested and no longer considered participating securities during the period. Securities that could potentially dilute basic EPS in the future that were considered antidilutive in the three and nine months ended December 26, 2020 totaled 0.2 million. There were 0 antidilutive securities in the three and nine months ended December ~~29, 2018 given the net loss recorded for that period. The number of shares used~~28, 2019.

Notes to ~~calculate earnings per share prior to the Exchange was determined based on the exchange ratio, as defined in the Exchange Agreement.~~Condensed Consolidated Financial Statements - Continued

The following table sets forth the computation of basic and diluted earnings per common share:

Three Months Ended

Nine Months Ended

(Dollars and shares in thousands, except per share data)

December 28,
2019

December 29,
2018

December 28,
2019

December 29,
2018

Numerator:

Net income (loss)

$
17,037

$
10,513

$
52,162

$
(67,365
)
Undistributed earnings allocated to participating securities

(44
)

(86
)

(196
)

—

Net income (loss) attributable to the Company's common shareholders

$
16,993

$
10,427

$
51,966

$
(67,365
)
Denominator:

Basic weighted average shares outstanding

56,521

56,249

56,457

52,595

Dilutive securities

267

—

248

—

Diluted weighted average shares outstanding

56,788

56,249

56,705

52,595

Basic net income (loss) per share

$
0.30

$
0.19

$
0.92

$
(1.28
)
Diluted net income (loss) per share

$
0.30

$
0.19

$
0.92

$
(1.28
)

	Three Months Ended					Nine Months Ended
(Dollars and shares in thousands, except per share data)	December 26, 2020		December 28, 2019				December 26, 2020			December 28, 2019
Numerator:
Net income	$	21,599	$	17,037			$	51,013		$	52,162
Undistributed earnings allocated to participating securities		—		(44	)			(62	)		(196	)
Net income attributable to the Company's common shareholders	$	21,599	$	16,993			$	50,951		$	51,966
Denominator:
Basic weighted-average shares outstanding		56,702		56,521				56,630			56,457
Dilutive securities		288		267				253			248
Diluted weighted-average shares outstanding		56,990		56,788				56,883			56,705

Basic net income per share	$	0.38	$	0.30			$	0.90		$	0.92
Diluted net income per share	$	0.38	$	0.30			$	0.90		$	0.92

Prior to the Exchange, the Company was party to a Management Advisory Services Agreement (“Services Agreement”) with Centerbridge Advisors, LLC; MAK Management L.P.; and Sankaty Advisors, LLC (collectively, the “Managers”), affiliates of which collectively owned a majority of the units of Champion Holdings and the Company’s common stock (the “Principal Shareholders”), whereby the Principal Shareholders provided management, consulting, financial and other advisory services to Champion Holdings. Management fee expense during fiscal 2019, recognized prior to the Exchange, was $0.3 million. The Services Agreement was terminated in connection with the Exchange. The

~~Management fee expense is included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operation.~~

Financial results for the Company's reportable segments have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company's chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker, the Chief Executive Officer, evaluates the performance of the Company’s ~~segment~~segments primarily based on net sales, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and operating assets.

The Company operates in 2 reportable segments: (i) U.S. Factory-built Housing, which includes manufacturing and retail housing operations and (ii) Canadian Factory-built Housing. Corporate/Other includes the Company’s transportation operations, corporate costs directly incurred for all segments and intersegment eliminations. Segments are generally determined by geography. Segment data includes intersegment revenues and corporate office costs that are directly and exclusively incurred for each segment. Total assets for Corporate/Other primarily ~~include~~includes cash and certain deferred tax items not specifically allocated to another segment.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			December 28, 2019			December 29, 2018			December 26, 2020			December 28, 2019			December 26, 2020			December 28, 2019

Net sales:
U.S. Factory-built Housing	$	304,818		$	309,518		$	949,253		$	882,257		$	336,358		$	304,818		$	868,577		$	949,253
Canadian Factory-built Housing		22,809			27,130			72,916			79,885			26,351			22,809			66,104			72,916
Corporate/Other		14,612			18,023			46,416			70,226			14,872			14,612			38,551			46,416
Consolidated net sales	$	342,239		$	354,671		$	1,068,585		$	1,032,368		$	377,581		$	342,239		$	973,232		$	1,068,585
Operating income:
U.S. Factory-built Housing EBITDA	$	33,165		$	30,637		$	104,624		$	80,240		$	35,538		$	33,165		$	88,628		$	104,624
Canadian Factory-built Housing EBITDA		1,786			2,569			9,085			9,123			2,933			1,786			13,790			9,085
Corporate/Other EBITDA		(6,771	)		(12,741	)		(26,177	)		(120,937	)		(6,407	)		(6,771	)		(20,235	)		(26,177	)
Other income														(180	)		—			(6,993	)		—
Depreciation		(3,171	)		(2,944	)		(9,826	)		(8,219	)		(3,025	)		(3,171	)		(8,994	)		(9,826	)
Amortization		(1,345	)		(1,633	)		(4,069	)		(3,316	)		(1,361	)		(1,345	)		(4,082	)		(4,069	)
Consolidated operating income (loss)	$	23,664		$	15,888		$	73,637		$	(43,109	)
Consolidated operating income													$	27,498		$	23,664		$	62,114		$	73,637
Depreciation:
U.S. Factory-built Housing	$	2,659		$	2,486		$	8,365		$	6,946		$	2,378		$	2,659		$	7,167		$	8,365
Canadian Factory-built Housing		255			237			744			695			246			255			609			744
Corporate/Other		257			221			717			578			401			257			1,218			717
Consolidated depreciation	$	3,171		$	2,944		$	9,826		$	8,219		$	3,025		$	3,171		$	8,994		$	9,826
Amortization of intangible assets:
U.S. Factory-built Housing	$	1,345		$	1,572		$	4,069		$	3,134		$	1,361		$	1,345		$	4,082		$	4,069
Canadian Factory-built Housing		—			61			—			182			—			—			—			—
Corporate/Other		—			—			—			—			—			—			—			—
Consolidated amortization of intangible assets	$	1,345		$	1,633		$	4,069		$	3,316		$	1,361		$	1,345		$	4,082		$	4,069
Capital expenditures:
U.S. Factory-built Housing	$	1,981		$	1,463		$	9,483		$	4,919		$	1,234		$	1,981		$	3,173		$	9,483
Canadian Factory-built Housing		414			158			842			572			312			414			554			842
Corporate/Other		306			1,322			1,785			2,136			137			306			508			1,785
Consolidated capital expenditures	$	2,701		$	2,943		$	12,110		$	7,627		$	1,683		$	2,701		$	4,235		$	12,110

(Dollars in thousands)							December 28, 2019			March 30, 2019									December 26, 2020			March 28, 2020
Total Assets:														��
U.S. Factory-built Housing (1)							$	474,427		$	488,878								$	482,043		$	491,110
Canadian Factory-built Housing (1)								62,430			59,260									77,113			56,760
Corporate/Other (1)								187,621			151,816									266,709			233,830
Consolidated total assets							$	724,478		$	699,954								$	825,865		$	781,700

The Company is contingently liable under terms of repurchase agreements with lending institutions that provide wholesale floor plan financing to retailers. These arrangements, which are customary in the manufactured housing industry, provide for the repurchase of products sold to retailers in the event of default by the retailer on their agreement to pay the financial institution. The risk of loss from these agreements is spread over numerous retailers. The repurchase price is generally determined by the original sales price of the product ~~and pre-defined~~less contractually defined curtailment ~~arrangements.~~payments. Excluding the resale value of the homes, the contingent repurchase obligation as of December 26, 2020 was estimated to be $148.8 million. The Company accounts for the guarantees under its repurchase agreements with the retailers’ financing

institutions by estimating and deferring a portion of the related product sale that represents the estimated fair value of the repurchase obligation. ~~The~~In addition, the Company has estimated ~~fair value takes into account~~ the ~~estimate of the~~expected contingent net loss the Company will incur upon resale of any repurchases. ~~This estimate is~~These estimates are based on recent historical experience supplemented by management’s assessment of current economic and other conditions affecting retailers for which the ~~Company’s retailers. The reserve for estimated losses under~~Company has a contingent repurchase obligation. Based on these repurchase agreements ~~was $0.9~~and historical loss experience, as well as current economic conditions and forecasts that affect the potential loss exposure, a loss reserve of $0.9 million ~~at December 28, 2019~~ and $1.0 million ~~at March 30, 2019. Excluding the~~

~~resale value of the homes, the contingent repurchase obligation~~was recorded as of December 26, 2020 and March 28, ~~2019 was estimated to be approximately $147.9~~ ~~million.~~2020, respectively. Losses incurred on homes repurchased were ~~immaterial~~not significant during ~~each of~~ the three ~~and~~or nine ~~months~~month periods endedDecember 26, 2020 or December 28, ~~2019 and December 29, 2018.~~2019.

In addition to the repurchase agreements, the Company has agreed to guarantee a portion of certain retailers’ outstanding loans to a floor plan lender. At December 28, 2019, those guarantees totaled $0.6 million, all of which was outstanding at the end of the period.

At December ~~28, 2019,~~26, 2020, the Company was contingently obligated for ~~approximately $28.7~~$33.9 million under letters of credit, primarily consisting of ~~$12.7~~$12.6 million to support long-term debt, ~~$15.7~~$21.0 million to support the casualty insurance program, and $0.3 million to support bonding agreements. The letters of credit are ~~backed by~~issued from a sub-facility ~~under~~of the ~~New~~ Credit Agreement. The Company was also contingently obligated for ~~$24.2~~$34.3 million under surety bonds, generally to support performance on long-term construction contracts and license and service bonding requirements.

In the normal course of business, the Company’s former subsidiaries that operated in the United Kingdom historically provided certain guarantees to two customers. Those guarantees provide contractual liability for proven construction defects up to 12 years from the date of delivery of certain products. The guarantees remain a contingent liability of the Company which declines over time through October 2027. As of the date of this report, the Company expects few, if any, claims to be reported under the terms of the guarantees.

The Company has agreed to indemnify counterparties in the ordinary course of its business in agreements to acquire and sell business assets and in financing arrangements. The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. As of the date of this filing, the Company believes the ultimate liability with respect to these contingent obligations will not have, either individually or in the aggregate, a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

The following should be read in conjunction with Skyline Champion Corporation’s condensed consolidated financial statements and the related notes that appear in Item I1 of this Report.

~~On June 1, 2018,~~ Skyline Champion Corporation (the “Company”) was formed by Skyline Corporation (“Skyline”) and Champion Enterprises Holdings, LLC (“Champion Holdings”) combining their operations pursuant to the Share Contribution & Exchange Agreement (the “Exchange Agreement”), dated as of January 5, 2018, by and between Skyline and Champion Holdings, as described in further detail below. Champion Holdings was formed as a Delaware limited liability company in 2010. Skyline was originally incorporated in Indiana in 1959.

~~The Company~~ is a leading producer of factory-built housing in the U.S. and Canada. The Company serves as a complete solutions provider across complementary and vertically integrated businesses including manufactured offsite construction, company-owned retail locations, and transportation logistics services. The Company is the largest independent publicly traded factory-built solutions provider in North America ~~based~~(based on ~~revenue~~revenue) and markets its homes under several nationally recognized brand names 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. The Company operates 33 manufacturing facilities throughout the U.S. and five manufacturing facilities in western Canada that primarily construct factory-built, timber-framed, manufactured and modular houses that are sold primarily to independent retailers, builders/developers, and manufactured home community operators. The Company’s retail operations consist of 2118 sales centers that sell manufactured homes to consumers primarily in the southern U.S. The Company’s transportation business engages independent owners/drivers to transport manufactured homes and recreational vehicles and other products throughout the U.S. and Canada.

~~Over the last several~~In recent years, ~~market~~manufactured home construction experienced revenue growth due to a number of favorable demographic trends and demand ~~for the Company’s products, primarily affordable housing~~drivers in the ~~U.S., has continued~~United States, including underlying growth trends in key homebuyer groups, such as the population over 65 years of age, the population of first-time home buyers, and the population of households earning less than $50,000 per year. More recently, we see a number of market trends pointing to ~~improve. As a result, the Company has focused on operational improvements to make existing manufacturing facilities more profitable~~increased sales of Alternative Dwelling Units (“ADUs”) and urban-to-rural migration as customers accommodate working-from-home patterns, as well as ~~executing measured~~people seeking rent-to-own single-family options. We intend to capitalize on these trends and drivers to grow our business over the medium-to-long-term. We believe that there is an opportunity for continued manufactured and modular construction market expansion ~~of its manufacturing~~driven by the foregoing trends and ~~retail footprint.~~

~~In response to the increasing~~ demand for affordable housing in the U.S., the Company has increased capacity through strategic acquisitions and expansions of its manufacturing footprint. The Company is focused on growing in strong HUD-markets across the U.S.drivers, as well as ~~further expanding into the Northeast~~construction labor shortages in certain regions (which tend to adversely and ~~Midwest U.S. modular housing markets. During June 2019, the Company began production at its newest~~disproportionally impact supply and cost of site-built homes when compared to manufactured housing facility in Leesville, Louisiana. During fiscal 2019, the Company completed its expansion of its Corona, California facility by adding a second production line and expanded its Leola, Pennsylvania campus by adding an additional plant. Production at the Leola facility began in April 2019. The Exchange added eight plants to the Company’s manufacturing footprint in fiscal 2019 (described in more detail below). In April 2017, the Company completed the purchase of a factory-built housing plant in Mansfield, Texas. In January 2017, the Company restarted operations at the Liverpool, Pennsylvania location, which was one of five modular manufacturing facilities acquired through a series of transactions with Innovative Building Systems, LLC and its subsidiaries. (“IBS” or the “IBS Acquisition”). The other facilities acquired from IBS are idle and provide the Company with opportunity to add capacity.

The Company has also focused on expansion of its company-owned retail operations, opening three additional retail sales centers during fiscal 2018 and five during fiscal 2017. Management believes retail expansion provides an opportunity to increase the Company’s presence in market segments that are not currently served through its independent retail network, while also providing for expansionhousing) and increased ~~utilization~~affordability of ~~existing manufacturing operations.~~

~~These acquisitions and investments are part of a strategy~~factory-built homes relative to grow and diversify revenue with a focus on increasing the Company’s HUD and modular homebuilding presence in the U.S. as well as improving the results of operations. These acquisitions and investments are included in the consolidated results for periods subsequent to their respective acquisition dates.

On January 5, 2018, Champion Holdings and Skyline entered into an Exchange Agreement pursuant to which the two companies agreed to combine their operations. The Exchange was completed on June 1, 2018 and was accounted for as a reverse acquisition under the acquisition method of accounting as provided by FASB Accounting Standards Codification 805, ~~Business Combinations~~ (“ASC 805”). Champion Holdings was determined to be the acquirer for accounting and financial reporting purposes. The assets acquired and liabilities assumed by Champion Holdings as a result of the Exchange were recorded at their respective fair values and added to the carrying value of Champion Holdings existing assets and liabilities. As Champion Holdings is the accounting acquirer, the Company’s financial results for the nine months ending December 29, 2018 are comprised of the results of 1) Champion Holdings for the period between April 1, 2018 and May 31, 2018 and 2) the Company, after giving effect to the Exchange, from June 1, 2018 through December 29, 2018.

For the nine months ended December ~~28, 2019,~~26, 2020, approximately 77% of the Company’s U.S. manufacturing sales were generated from the manufacture of homes that comply with the Federal HUD-code construction standard in the U.S. Industry shipments of HUD-code homes were ~~87,897~~

86,769 during the eleven months ended November 30, ~~2019~~2020 compared to ~~90,556~~87,897 units shipped in same period of the prior year. The Company’s HUD market share during ~~those periods~~the eleven-month period ended November 30, 2020 was ~~17.1%~~15.7% versus ~~15.4%~~17.1% in the comparable period of the prior year. ~~Industry sales of HUD-code homes~~Annual industry shipments have generally increased each calendar year since 2009 when only 50,000 ~~HUD-code~~HUD code manufactured homes were ~~sold. Fewer factory-built homes were sold~~shipped, the lowest level since the industry began recording statistics in ~~2009 than in any year since~~ 1959. While ~~HUD-code factory-built home~~ shipments of HUD code manufactured homes have improved modestly ~~over the past few~~in recent years, ~~the industry continues to~~manufactured housing’s most recent annual shipment levels still operate at ~~relatively low~~lower levels ~~compared to historical shipment statistics. For instance,~~than the long-term historical average ~~for manufactured home shipments since 1960 is approximately 222,000~~of over 200,000 units ~~per year.~~annually.

For the nine months ended December ~~28, 2019,~~26, 2020, approximately 17% of the Company’s U.S. manufacturing sales were modular. The industry ~~reports~~historically reported U.S. modular market shipments quarterly and three months in arrears. However, reporting of industry shipment data is unavailable, and is expected to remain unavailable for the foreseeable future. Industry shipments of modular homes in the U.S. were ~~10,843 during the first nine months of~~14,690 in calendar year ~~2019, which was 7.1% lower than the 11,669 units shipped in the comparable period of the prior year.~~2019. The Company’s modular market share during ~~these periods~~this period was ~~14.0%~~13.9%.

The outbreak of a novel strain of coronavirus ("COVID-19") was declared a global pandemic by the World Health Organization in March 2020. There remains continued uncertainty regarding the extent and ~~12.1%, respectively. Modular home sales across~~duration of the ~~industry~~impact that the COVID-19 pandemic will have on the economy, the housing market, and the Company, as well as the Company’s employees, customers, and suppliers.

The Company has prioritized the safety and well-being of its employees and customers and has implemented standards to operate in accordance with social-distancing protocols and public health authority guidelines. Beginning in March 2020, the Company took actions to temporarily idle certain facilities in response to government shutdown orders or reduced demand. By late April 2020, most of the temporarily idled manufacturing facilities had reopened, but at reduced production levels due to employee absenteeism, difficulty hiring new team members and social distancing protocols. As of December 26, 2020, only one manufacturing facility remained temporarily idled due to labor availability constraints. During the second and third quarters of fiscal 2021, the Company experienced intermittent closures due to COVID-19 outbreaks at the facilities or surrounding communities causing higher than normal absenteeism. In the third quarter of fiscal 2021, the Company was able to increase daily production rates over the levels achieved in the prior year period as direct labor staffing levels increased and production efficiencies improved. As of December 26, 2020, availability of labor and certain materials have improved compared to earlier in fiscal 2021, but remain subject to disruption and uncertainty. Prices for key raw materials have experienced increased volatility and, overall, manufacturing costs have trended higher than prior periods.

Since the start of the fiscal year, the Company’s retail operations have adjusted their operating procedures to comply with local and state mandates; and have generally remained open but have shifted physical visits to a larger on-line presence. The Company consolidated its retail footprint by closing three retail sales centers during the second quarter of fiscal 2021 in an effort to optimize costs while taking advantage of an increase in distribution through digital marketing efforts. We have strong local independent retailers to serve customers in those areas.

In response to the pandemic, the Company offered extended benefits to employees, including increased sick pay and waived premium payments on healthcare benefits for furloughed employees. The Company’s U.S. operations incurred $2.2 million of expense related to those extended benefits. Various government programs have been ~~stable since 2009.~~announced to provide financial relief for affected businesses, including the Employee Retention Credit under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and state level programs in the United States and the Canada Emergency Wage Subsidy ("CEWS") under the COVID-19 Economic Response Plan in Canada. CEWS provides a cash subsidy of up to 75% of eligible employees’ remuneration, subject to certain criteria. The Company recognized $6.2 million for payroll subsidies under CEWS during the nine months ended December 26, 2020. No payroll subsidy was recognized under CEWS during the three months ended December 26, 2020. The Company also recognized $0.2 million and $0.8 million during the three and nine months ended December 26, 2020 for wage subsidies under the CARES Act and other state level programs in the United States. In addition, the CARES Act allows for deferring payment of certain payroll taxes. Through December 26, 2020, the Company has deferred $11.6 million of payroll taxes that will be paid beginning in December 2021.

UNAUDITED ~~RESULTS~~INCOME STATEMENTS FOR THE THIRD QUARTER OF ~~OPERATIONS FOR Q3~~ FISCAL ~~2020~~2021 VS. ~~2019~~2020

	Three Months Ended						Three Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			December 26, 2020			December 28, 2019

Results of Operations Data:
Net sales	$	342,239		$	354,671		$	377,581		$	342,239
Cost of sales		273,338			289,935			305,797			273,338
Gross profit		68,901			64,736			71,784			68,901
Selling, general, and administrative expenses		45,237			48,848			44,286			45,237
Operating income		23,664			15,888			27,498			23,664
Interest expense, net		328			813			795			328
Other expense		—			125
Other income								(180	)		—
Income before income taxes		23,336			14,950			26,883			23,336
Income tax expense		6,299			4,437			5,284			6,299
Net income	$	17,037		$	10,513		$	21,599		$	17,037

Reconciliation of Adjusted EBITDA:
Net income	$	17,037		$	10,513		$	21,599		$	17,037
Income tax expense		6,299			4,437			5,284			6,299
Interest expense, net		328			813			795			328
Depreciation and amortization		4,516			4,577			4,386			4,516
Equity-based compensation (for awards granted prior to December 31, 2018)		965			3,662			—			965
Foreign currency transaction (gain) loss		(68	)		155
Acquisition integration costs		560			1,998			—			560
Restructuring costs and other		108			252
Other								—			40
Adjusted EBITDA	$	29,745		$	26,407		$	32,064		$	29,745
As a percent of net sales:
Gross profit		20.1	%		18.3	%		19.0	%		20.1	%
Selling, general, and administrative expenses		13.2	%		13.8	%		11.7	%		13.2	%
Operating income		6.9	%		4.5	%		7.3	%		6.9	%
Net income		5.0	%		3.0	%		5.7	%		5.0	%
Adjusted EBITDA		8.7	%		7.4	%		8.5	%		8.7	%

The following table summarizes net sales for the three months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018:~~28, 2019:

	Three Months Ended										Three Months Ended
(Dollars in thousands)	December 28, 2019		December 29, 2018		$ Change			% Change			December 26, 2020		December 28, 2019		$ Change		% Change
Net sales	$	342,239	$	354,671	$	(12,432	)		(3.5	%)	$	377,581	$	342,239	$	35,342		10.3	%
U.S. manufacturing and retail net sales	$	304,818	$	309,518	$	(4,700	)		(1.5	%)	$	336,358	$	304,818	$	31,540		10.3	%
U.S. homes sold		5,033		5,019		14			0.3	%		5,343		5,033		310		6.2	%
U.S. manufacturing and retail average home selling price	$	60.6	$	61.7	$	(1.1	)		(1.8	%)	$	63.0	$	60.6	$	2.4		4.0	%
Canadian manufacturing net sales	$	22,809	$	27,130	$	(4,321	)		(15.9	%)	$	26,351	$	22,809	$	3,542		15.5	%
Canadian homes sold		276		329		(53	)		(16.1	%)		318		276		42		15.2	%
Canadian manufacturing average home selling price	$	82.6	$	82.5	$	0.1			0.1	%	$	82.9	$	82.6	$	0.3		0.4	%
Corporate/Other net sales	$	14,612	$	18,023	$	(3,411	)		(18.9	%)	$	14,872	$	14,612	$	260		1.8	%
U.S. manufacturing facilities in operation at end of period		33		31		2			6.5	%
U.S. manufacturing facilities in operation at end of period*												33		33
U.S. retail sales centers in operation at end of period		21		21		—			—	%		18		21
Canadian manufacturing facilities in operation at end of period		5		5		—			—	%		5		5

*One of the Company’s manufacturing facilities is temporarily idled as of December 26, 2020, but still considered operational.

Net sales for the three months ended December ~~28, 2019~~26, 2020 were ~~$342.2~~$377.6 million, ~~a decrease~~an increase of ~~$12.4~~$35.3 million, or ~~3.5% compared to~~10.3% over the three months ended December ~~29, 2018.~~28, 2019. The following is a summary of the change by operating segment.

~~Sales of homes~~Net sales for the Company’s U.S. manufacturing and retail operations ~~decreased~~increased by ~~$4.7~~$31.5 million, or ~~1.5% for the three months ended December 28, 2019 compared to the same period in the prior year.~~10.3%. The ~~decrease~~increase was due to ~~a 1.8% decrease~~an increase in the number of homes sold of 6.2% and an increase in average home selling ~~prices resulting from~~price of 4.0%. The increase in the number of homes sold is due to strong demand which has resulted in increased production levels at many of Company’s manufacturing locations. The average selling price increased due to pricing actions enacted in response to rising material costs, partially offset by a shift in product mix. Product mix fluctuations result from consumer preferences regarding the ~~size~~sizes and styles of homes selected for purchase, ~~as well as opting for home~~options and upgrade packages, as well as regional housing dynamics. The Company sold more single section homes in the three months ended December 28, 2019 compared to the same period in the prior year. Single section homes have a lower average selling price than multi-section homes.

The Canadian Factory-built Housing segment net sales ~~decreased~~increased by ~~$4.3~~$3.5 million, or ~~15.9%~~15.5% for the three months ended December ~~28, 2019~~26, 2020 compared to the same period in the prior ~~year. The decrease was~~year, primarily due to a ~~16.1% decrease~~15.2% increase in the number of homes ~~sold. Net~~sold and an increase of 0.4% in the average home selling price. The increase in the number of homes sold is due to stronger demand compared to the same period last year which has resulted in increased production levels at the Company’s Canadian manufacturing locations. On a constant currency basis, net sales for the Canadian segment were unfavorably impacted by approximately ~~$0.2~~$0.1 million asdue to fluctuations in the translation of Canadian dollar ~~weakened compared~~ to the U.S. dollar during the third quarter of fiscal ~~2020~~2021 as compared to the same period of the prior year.

Net sales for Corporate/Other includes the Company’s transportation business and the elimination of intersegment sales. For the three months ended December ~~28, 2019,~~26, 2020, net sales ~~decreased $3.4~~increased $0.3 million, or ~~18.9%~~1.8%. The ~~decrease~~increase was primarily attributable to ~~lower~~higher net sales in the Company’s transportation business ~~primarily as a result of fewer shipments associated with reduced~~from increased manufactured home and RV ~~demand in the U.S.~~shipments.

The following table summarizes gross profit for the three months ended December 26, 2020 and December 28, 2019 ~~and December 29, 2018~~:

	Three Months Ended												Three Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020			December 28, 2019			$ Change		% Change
Gross profit:
U.S. Factory-built Housing	$	61,200		$	57,118		$	4,082			7.1	%	$	62,943		$	61,200		$	1,743		2.8	%
Canadian Factory-built Housing		4,512			5,046			(534	)		(10.6	%)		5,372			4,512			860		19.1	%
Corporate/Other		3,189			2,572			617			24.0	%		3,469			3,189			280		8.8	%
Total gross profit	$	68,901		$	64,736		$	4,165			6.4	%	$	71,784		$	68,901		$	2,883		4.2	%
Gross profit as a percent of net sales		20.1	%		18.3	%								19.0	%		20.1	%

Gross profit as a percent of ~~net~~ sales during the three months ended December ~~28, 2019~~26, 2020 was ~~20.1%~~19.0% compared to ~~18.3%~~20.1% during the three months ended December ~~29, 2018.~~28, 2019. The following is a summary of the change by operating segment.

Gross profit for the U.S. Factory-built Housing segment increased by ~~$4.1~~$1.7 million, or ~~7.1%~~2.8%, during the three months ended December ~~28, 2019~~26, 2020 compared to the same period in the prior ~~year.~~year primarily due to increased sales volume. Gross profit ~~was 20.1%~~ as a percent of segment net sales was 18.7% for the three months ended December ~~28, 2019~~26, 2020 compared to ~~18.5%~~20.1% in the same period of the prior ~~year. Gross profit expansion was driven~~year primarily due to increased material costs caused by ~~procurement and operational synergies related to the Exchange, refinement of product offerings, and plant operating improvements, all of which were~~market volatility in certain commodities including forest products, partially offset by direct labor ~~inflation.~~efficiencies and increased leverage of fixed costs caused by higher sales volumes.

Gross profit for the Canadian Factory-built Housing segment ~~decreased $0.5~~increased by $0.9 million, or ~~10.6%,~~19.1% during the three months ended December ~~28, 2019~~26, 2020 compared to the same period in the prior year. Gross profit as a percent of net ~~segment~~ sales was ~~19.8%~~20.4% for the three months ended December ~~28, 2019,~~26, 2020, compared to ~~18.6%~~19.8% in the same period of the prior year. ~~Although the Canadian Factory-built Housing segment saw lower volume compared to the prior period, margins improved~~The increase is primarily due to ~~lower~~higher sales volume, as well as pricing actions taken to offset material cost ~~inputs.~~inflation.

Gross profit for the Corporate/Other segment increased ~~$0.6~~$0.3 million, or ~~24.0%~~8.8%, during the three months ended December ~~28, 2019~~26, 2020 compared to the same period inof the prior ~~year. Corporate/Other gross profit improved as a percent of segment net sales to 21.8% from 14.3 %. Gross margins for the Company’s transportation business improved as a percent of sales~~year, primarily due to ~~a change~~changes in revenue ~~mix and lower variable expenses.~~mix.

Selling, general, and administrative expenses include foreign currency transaction gains and losses, equity compensation, and intangible amortization expense. The following table summarizes selling, general, and administrative expenses for the three months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Three Months Ended												Three Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020			December 28, 2019			$ Change			% Change
Selling, general, and administrative expenses:
U.S. Factory-built Housing	$	32,039		$	30,539		$	1,500			4.9	%	$	31,324		$	32,039		$	(715	)		(2.2	%)
Canadian Factory-built Housing		2,980			2,787			193			6.9	%		2,682			2,980			(298	)		(10.0	%)
Corporate/Other		10,218			15,522			(5,304	)		(34.2	%)		10,280			10,218			62			0.6	%
Total selling, general, and administrative expenses	$	45,237		$	48,848		$	(3,611	)		(7.4	%)	$	44,286		$	45,237		$	(951	)		(2.1	%)
Selling, general, and administrative expense as a percent of net sales		13.2	%		13.8	%								11.7	%		13.2	%

Selling, general, and administrative expenses were ~~$45.2~~$44.3 million for the three months ended December ~~28, 2019,~~26, 2020, a decrease of ~~$3.6~~$1.0 million compared to the same period in the prior year. The following is a summary of the change by operating segment.

Selling, general, and administrative expenses for the U.S. Factory-built Housing segment ~~increased $1.5~~decreased $0.7 million, or ~~4.9%~~2.2%, during the three months ended December ~~28, 2019~~26, 2020 as compared to the same period in the prior year. ~~Selling, general, and administrative expenses, as~~As a percent of segment net sales, ~~was 10.5%~~selling, general, and administrative expenses decreased to 9.3% for the three months ended December ~~28, 2019~~26, 2020 compared to ~~9.9%~~10.5% during the comparable period inof the prior year. The ~~increase~~decrease resulted from a reduction in ~~selling, general,~~costs for travel and ~~administrative~~marketing-related expenses ~~was~~partially offset by increased sales commissions and incentive compensation, which is generally based on sales volume or a ~~combination~~measure of (i) additional headcount and investment to support capacity expansion at newly opened manufacturing facilities and (ii) increases in salaries and benefits to maintain competitive compensation packages to retain and recruit team members.profitability.

Selling, general, and administrative expenses for the Canadian Factory-built Housing segment ~~increased $0.2~~decreased $0.3, or 10.0%, million ~~or 6.9%, during the~~for three months ended December ~~28, 2019 as~~26, 2020 when compared to the same period of the prior year. As a percent of segment net sales, selling, general, and administrative expenses for the Canadian segment was 10.2% and 13.1% for the three months ended December 26, 2020 and December 28, 2019, ~~compared to 10.3% for the same period in the prior year.~~respectively. The ~~increase~~decrease as a percentage of net sales iswas a result of increased leverage of fixed costs due to ~~the decrease in~~increased sales ~~volume.~~volumes.

million, or ~~34.2%~~0.6%, during the three months ended December ~~28, 2019~~26, 2020 as compared to the same period of the prior year. ~~The decrease is primarily due to~~Increases in professional fees and other administrative costs were mostly offset by a ~~decrease~~reduction in ~~equity-based~~equity compensation expense and integration costs ~~related to~~from the ~~Exchange,~~2018 combination of Skyline Corporation and the ~~benefit~~operating assets of ~~run rate synergies from the Exchange.~~Champion Enterprises Holding, LLC (the “2018 Combination”).

The following table summarizes the components of interest expense, net for the three months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018:~~28, 2019:

	Three Months Ended												Three Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020		December 28, 2019		$ Change			% Change
Interest expense	$	1,111		$	1,308		$	(197	)		(15.1	%)	$	946	$	1,111	$	(165	)		(14.9	%)
Interest income		(783	)		(495	)		(288	)		58.2	%
Less: Interest income														151		783		(632	)		(80.7	%)
Interest expense, net	$	328		$	813		$	(485	)		(59.7	%)	$	795	$	328	$	467			142.4	%
Average outstanding floor plan payable	$	32,178		$	35,973								$	24,304	$	32,178
Average outstanding long-term debt	$	42,663		$	59,330								$	64,663	$	42,663

Interest expense, net was ~~$0.3~~$0.8 million for the three months ended December ~~28, 2019, a decrease~~26, 2020, an increase of $0.5 million compared to the same period inof the prior year. The ~~decrease~~net increase in expense was ~~related to: (i) higher~~due to a reduction in interest income ~~recognized during~~earned on the ~~period as a result of higher average~~Company’s cash balances invested in ~~short term~~short-term facilities and ~~(ii) lower outstanding balance~~reduced interest expense on the ~~credit facility~~Company’s borrowings, both due to a reduction in interest rates.

The following table summarizes other income for the three months ended December 26, 2020 and ~~floor plan payable as compared~~December 28, 2019:

Other income for the three months ended December 26, 2020 related to payroll tax subsidies provided by certain U.S. government sponsored financial assistance programs enacted in response to the ~~same period in the prior year.~~pandemic.

The following table summarizes income tax expense for the three months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018:~~28, 2019:

	Three Months Ended											Three Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change		% Change			December 26, 2020			December 28, 2019			$ Change			% Change

Income tax expense	$	6,299		$	4,437		$	1,862		42.0	%	$	5,284		$	6,299		$	(1,015	)		(16.1	%)
Effective tax rate		27.0	%		29.7	%							19.7	%		27.0	%

Income tax expense for the three months ended December ~~28, 2019~~26, 2020 was $5.3 million, representing an effective tax rate of 19.7%, compared to income tax expense of $6.3 million, representing an effective tax rate of 27.0%, ~~compared to income tax expense of $4.4 million, representing an effective tax rate of 29.7%,~~ for the three months ended December ~~29, 2018.~~

28, 2019. During the third quarter of fiscal 2021, the Company completed a U.S. R&D tax credit study for the years 2018 and 2019 that resulted in recognition of a tax benefit of $1.7 million. The ~~Company’s~~change in the effective tax rate for the three months ended December 26, 2020 compared with the same period of the prior year, was primarily due to an increase in tax credits, certain U.S. tax law changes and results in foreign jurisdictions.

The Company’s effective tax rate for both the three months ended December 26, 2020 and December 28, 2019 differs from the federal statutory income tax rate of 21.0%, due primarily to the effect of non-deductible expenses, state and local income taxes, tax credits, and results in foreign jurisdictions. The Company’s effective tax rate for the three months ended December 29, 2018 differed from the federal statutory rate of 21.0% primarily due to the effect of non-deductible expenses, state and local income taxes, one-time charges related to the Exchange including non-deductible equity-based compensation and results of operations in foreign jurisdictions and non-taxable entities.

The following table reconciles net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the three months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018:~~

Adjusted EBITDA for the three months ended December ~~28, 2019~~26, 2020 was ~~$29.7~~$32.1 million, an increase of ~~$3.3~~$2.3 million from the same period of the prior year. The increase is primarily a result of higher operating income after adjusting for the effect of integration costs and equity-based compensation incurred in the prior year. The increase in operating income is primarily due to ~~improved gross profits generated by lower material cost inputs and procurement and operational synergies related to~~increased sales volume. See the ~~Exchange.~~ ~~See~~definition of Adjusted EBITDA ~~definition~~ below for additional information regarding the definition and use of this ~~metric in evaluating the Company’s results.~~metric.

UNAUDITED ~~RESULTS OF OPERATIONS~~INCOME STATEMENTS FOR THE FIRST NINE MONTHS OF FISCAL ~~2020~~2021 VS. ~~2019~~2020

	Nine Months Ended						Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			December 26, 2020			December 28, 2019

Results of Operations Data:
Net sales	$	1,068,585		$	1,032,368		$	973,232		$	1,068,585
Cost of sales		849,594			853,472			784,652			849,594
Gross profit		218,991			178,896			188,580			218,991
Selling, general, and administrative expenses		145,354			222,005			126,466			145,354
Operating income (loss)		73,637			(43,109	)
Operating income								62,114			73,637
Interest expense, net		1,019			2,712			2,601			1,019
Other expense		—			7,845
Income (loss) before income taxes		72,618			(53,666	)
Other income								(6,993	)		—
Income before income taxes								66,506			72,618
Income tax expense		20,456			13,699			15,493			20,456
Net income (loss)	$	52,162		$	(67,365	)
Net income							$	51,013		$	52,162

Reconciliation of Adjusted EBITDA:
Net income (loss)	$	52,162		$	(67,365	)
Net income							$	51,013		$	52,162
Income tax expense		20,456			13,699			15,493			20,456
Interest expense, net		1,019			2,712			2,601			1,019
Depreciation and amortization		13,895			11,535			13,076			13,895
Equity-based compensation (for awards granted prior to December 31, 2018)		3,606			97,589			1,358			3,606
Foreign currency transaction (gain) loss		(93	)		188
Transaction costs		—			6,905
Acquisition integration costs		1,938			5,500			—			1,938
Equity-offering costs		—			816
Fair market value adjustment for asset classified as held for sale		986			—			—			986
Restructuring costs and other		343			1,362
Other								—			250
Adjusted EBITDA	$	94,312		$	72,941		$	83,541		$	94,312
As a percent of net sales:
Gross profit		20.5	%		17.3	%		19.4	%		20.5	%
Selling, general, and administrative expenses		13.6	%		21.5	%		13.0	%		13.6	%
Operating income (loss)		6.9	%		(4.2	%)
Net income (loss)		4.9	%		(6.5	%)
Operating income								6.4	%		6.9	%
Net income								5.2	%		4.9	%
Adjusted EBITDA		8.8	%		7.1	%		8.6	%		8.8	%

The following table summarizes net sales for the nine months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018:~~28, 2019:

	Nine Months Ended										Nine Months Ended
(Dollars in thousands)	December 28, 2019		December 29, 2018		$ Change			% Change			December 26, 2020		December 28, 2019		$ Change			% Change

Net sales	$	1,068,585	$	1,032,368	$	36,217			3.5	%	$	973,232	$	1,068,585	$	(95,353	)		(8.9	%)
U.S. manufacturing and retail net sales	$	949,253	$	882,257	$	66,996			7.6	%	$	868,577	$	949,253	$	(80,676	)		(8.5	%)
U.S. homes sold		15,507		14,606		901			6.2	%		14,060		15,507		(1,447	)		(9.3	%)
U.S. manufacturing and retail average home selling price	$	61.2	$	60.4	$	0.8			1.3	%	$	61.8	$	61.2	$	0.6			1.0	%
Canadian manufacturing net sales	$	72,916	$	79,885	$	(6,969	)		(8.7	%)	$	66,104	$	72,916	$	(6,812	)		(9.3	%)
Canadian homes sold		872		1,003		(131	)		(13.1	%)		812		872		(60	)		(6.9	%)
Canadian manufacturing average home selling price	$	83.6	$	79.6	$	4.0			5.0	%	$	81.4	$	83.6	$	(2.2	)		(2.6	%)
Corporate/Other net sales	$	46,416	$	70,226	$	(23,810	)		(33.9	%)	$	38,551	$	46,416	$	(7,865	)		(16.9	%)
U.S. manufacturing facilities in operation at end of period		33		31		2			6.5	%
U.S. manufacturing facilities in operation at end of period*												33		33
U.S. retail sales centers in operation at end of period		21		21		—			—	%		18		21
Canadian manufacturing facilities in operation at end of period		5		5		—			—	%		5		5

*One of the Company’s manufacturing facilities is temporarily idled as of December 26, 2020, but still considered operational.

Net sales for the nine months ended December ~~28, 2019~~26, 2020 were ~~$1,069~~$973.2 million, ~~an increase~~a decrease of ~~$36.2~~$95.4 million, or ~~3.5%~~8.9% over the nine months ended December ~~29, 2018.~~28, 2019. The following is a summary of the change by operating segment.

~~The U.S. Factory-built Housing segment accounted for the Company’s overall net~~Net sales ~~growth for the nine months ended December 28, 2019 compared to the same period in the prior year. Sales of homes~~ for the Company’s U.S. manufacturing and retail operations ~~increased~~decreased by ~~$67.0~~$80.7 million, or ~~7.6%~~8.5%. The decrease was primarily due to a decrease in the number of homes sold during the nine months ended December ~~28, 2019 increased~~26, 2020 of 9.3%, partially offset by 901 units, or 6.2%. Net sales increased by $50.4 million due to the inclusion of the Skyline operations for all nine months of fiscal 2020 compared to the same period of the prior year which only included seven months of Skyline operations. The remainder of the increase was due to a combination of factors which included additional manufacturing capacity, plant operating improvements, and an increase in the average home selling price ~~which was driven primarily~~of 1.0%. U.S. housing sales volumes were severely impacted by COVID-19-related factors in the first few months of the fiscal year. Production facilities operated at reduced levels as compared to the prior year due to employee hiring constraints, social-distancing protocols and, in some areas, reduced demand. Production and demand levels began to return to more normal pre-COVID-19 levels during the second quarter and production levels have continued to increase during the third quarter. The average home selling price increased due to a shift in product ~~mix. Product~~ mix ~~fluctuations result from consumer preferences regarding~~versus the ~~sizes and styles of homes selected for purchase, opting for home upgrade packages, as well as regional housing dynamics.~~ same period last year.

The Canadian Factory-built Housing segment net sales decreased by ~~$7.0~~$6.8 million, or ~~8.7%~~9.3% for the nine months ended December ~~28, 2019~~26, 2020 compared to the same period in the prior year, primarily due to a ~~13.1%~~6.9% decrease in the number of homes sold, ~~partially offset by~~coupled with a ~~5.0% increase~~2.6% decrease in average home selling price. The decrease in volume was due to reduced demand and production primarily from oil-related demand drivers and the impacts of COVID-19 for first few months of the fiscal year. Production and demand levels began to return to more normal pre-COVID-19 levels during the second quarter and production levels have continued to increase during the third quarter. The decrease in average selling price ~~which was~~is due to a ~~result of pricing actions taken by the Company as well as shifts~~shift in product mix. ~~The number of homes sold decreased due to the decline in housing demand in the British Columbia and Alberta provinces versus the same period in the prior year.~~ On a constant currency basis, net sales for the Canadian segment were unfavorably impacted by approximately ~~$1.5~~$0.9 million asdue to fluctuations in the translation of Canadian dollar ~~weakened compared~~ to the U.S. dollar during the first nine months of fiscal ~~2020~~2021 as compared to the same period of the prior year.

Net sales for Corporate/Other includes the Company’s transportation business and the elimination of intersegment sales. For the nine months ended December ~~28, 2019,~~26, 2020, net sales decreased ~~$23.8~~$7.9 million, or ~~33.9%~~16.9%. The decrease was primarily attributable to lower net sales ~~in the Company’s transportation business primarily~~ as a result of lower shipments ~~associated with reduced~~caused by COVID-19-related manufacturing shutdowns in both the RV ~~demand~~and manufactured housing industries experienced mainly in the U.S. Midwest and Northeast regions in the first few months of the fiscal year. As production in the RV and manufactured housing industries started to normalize to pre-COVID-19 levels, shipments of these products also started to increase during the second and third quarters of fiscal 2021.

The following table summarizes gross profit for the nine months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018:~~28, 2019:

	Nine Months Ended												Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020			December 28, 2019			$ Change			% Change

Gross profit:
U.S. Factory-built Housing	$	194,876		$	153,147		$	41,729			27.2	%	$	165,899		$	194,876		$	(28,977	)		(14.9	%)
Canadian Factory-built Housing		15,091			14,988			103			0.7	%		12,941			15,091			(2,150	)		(14.2	%)
Corporate/Other		9,024			10,761			(1,737	)		(16.1	%)		9,740			9,024			716			7.9	%
Total gross profit	$	218,991		$	178,896		$	40,095			22.4	%	$	188,580		$	218,991		$	(30,411	)		(13.9	%)
Gross profit as a percent of net sales		20.5	%		17.3	%								19.4	%		20.5	%

Gross profit as a percent of sales during the nine months ended December ~~28, 2019~~26, 2020 was ~~20.5%~~19.4% compared to ~~17.3%~~20.5% during the nine months ended December ~~29, 2018.~~28, 2019. The following is a summary of the change by operating segment.

Gross profit for the U.S. Factory-built Housing segment ~~increased~~decreased by ~~$41.7~~$29.0 million, or ~~27.2%~~14.9%, during the nine months ended December ~~28, 2019~~26, 2020 compared to the same period in the prior year. ~~The increase in gross profit is due to the increase in sales volumes and improved margins.~~ Gross profit was ~~20.5%~~19.1% as a percent of segment net sales for the nine months ended December ~~28, 2019~~26, 2020 compared to ~~17.4%~~20.5% in the same period of the prior year. ~~Gross~~The decrease in gross profit ~~expansion was driven~~is due to increased material costs from market volatility in certain commodities, primarily forest products, reduced leverage of manufacturing fixed costs caused by ~~favorable material pricing, refinement of product offerings, plant operating improvements,~~reduced sales volumes, as well as the supplemental COVID-19-related sick pay and ~~procurement and operational synergies related~~health benefits provided to ~~the Exchange, all of which were partially offset by labor inflation.~~employees totaling approximately $2.2 million.

Gross profit for the Canadian Factory-built Housing segment ~~remained flat~~decreased by $2.2 million, or 14.2% during the nine months ended December ~~28, 2019~~26, 2020 compared to the same period in the prior ~~year.~~year primarily due to lower sales volume. Gross profit as a percent of net sales

was ~~20.7%~~19.6% for the nine months ended December ~~28, 2019,~~26, 2020, compared to ~~18.8%~~20.7% in the same period of the prior ~~year. Although the Canadian Factory-built Housing segment saw lower volume compared to the prior period, margins improved~~year due to ~~lower cost~~increased material costs from market volatility in certain commodities, primarily forest products, and reduced leverage of ~~material.~~manufacturing fixed costs caused by reduced sales volumes.

Gross profit for the Corporate/Other segment ~~decreased $1.7~~increased $0.7 million, or ~~16.1%~~7.9%, during the nine months ended December ~~28, 2019~~26, 2020 compared to the same period inof the prior year, primarily due to ~~lower~~increased net sales ~~volume. Corporate/Other gross~~in the Company’s transportation operations. Gross profit improved as a percent of segment net sales to ~~19.4%~~25.3% from ~~15.3%. Gross margins for the Company’s transportation business improved~~19.4% as a ~~percent~~result of ~~sales due to a change~~changes in revenue mix and ~~lower variable expenses. A portion~~expansion of ~~the change in revenue mix is due in part to less brokered business to other providers at lower margins in response to the decline in revenue caused by the softening market demand for RVs.~~storage offerings.

Selling, general, and administrative expenses include foreign currency transaction gains and losses, equity compensation, and intangible amortization expense. The following table summarizes selling, general, and administrative expenses for the nine months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Nine Months Ended												Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020			December 28, 2019			$ Change			% Change

Selling, general, and administrative expenses:
U.S. Factory-built Housing	$	102,686		$	82,987		$	19,699			23.7	%	$	89,301		$	102,686		$	(13,385	)		(13.0	%)
Canadian Factory-built Housing		6,749			6,753			(4	)		(0.1	%)		5,971			6,749			(778	)		(11.5	%)
Corporate/Other		35,919			132,265			(96,346	)		(72.8	%)		31,194			35,919			(4,725	)		(13.2	%)
Total selling, general, and administrative expenses	$	145,354		$	222,005		$	(76,651	)		(34.5	%)	$	126,466		$	145,354		$	(18,888	)		(13.0	%)
Selling, general, and administrative expense as a percent of net sales		13.6	%		21.5	%								13.0	%		13.6	%

Selling, general, and administrative expenses were ~~$145.4~~$126.5 million for the nine months ended December ~~28, 2019,~~26, 2020, a decrease of ~~$76.7~~$18.9 million compared to the same period in the prior ~~year, primarily due to equity-based compensation expense recognized in the prior year, as explained below.~~year. The following is a summary of the change by operating segment.

Selling, general, and administrative expenses for the U.S. Factory-built Housing segment ~~increased $19.7~~decreased $13.4 million, or ~~23.7%~~13.0%, during the nine months ended December ~~28, 2019~~26, 2020 as compared to the same period in the prior year. Selling, general, and administrative expenses, as a percent of segment net sales ~~was 10.8%~~decreased to 10.3% for the nine months ended December ~~28, 2019~~26, 2020 compared to ~~9.4%~~10.8% during the comparable period inof the prior year. The first nine months of fiscal 2019 only included seven months of Skyline operations, while the same period in the current year included nine months of Skyline operations. The additional two months of Skyline activity, as well as intangible amortization related to the Exchange, increased selling, general, and administrative expenses by $4.5 million. The Company recorded additional SG&A costs for the Leesville, LA capacity expansion of $2.4 million during the nine months ended December 28, 2019. The remainder of the increasedecrease in selling, general, and administrative expenses ~~was~~resulted from a combination of factors which ~~include~~include: (i) ~~higher~~a reduction in travel and trade show expenses; (ii) lower sales commissions and incentive compensation, which is generally based on sales volume or a measure of ~~profitability,~~profitability; and ~~(ii) an increase~~(iii) lower wage expense from headcount reductions and furloughs in ~~salaries and benefits~~response to ~~maintain competitive compensation packages to retain and recruit team members.~~COVID-19.

Selling, general, and administrative expenses for the Canadian Factory-built Housing segment ~~remained flat~~decreased $0.8 million, or 11.5%, for the nine months ended December ~~28, 2019~~26, 2020 when compared to the same period of the prior year. AsSelling, general, and administrative expenses, as a percent of segment net sales decreased to 9.0% for the nine months ended December 26, 2020 compared to 9.3% during the comparable period of the prior year. The decrease in selling, general, and administrative expenses ~~for the Canadian segment was 9.3%~~resulted from a reduction in travel and ~~8.5% for the nine months ended December 28, 2019~~other administrative costs, as well as lower wage expense from headcount reductions and ~~December 29, 2018, respectively. Selling, general, and administrative expense as a percentage of net sales increased~~furloughs in ~~the current period due~~response to ~~the decrease in net sales.~~COVID-19.

Selling, general, and administrative expenses for Corporate/Other includes the Company’s transportation operations, corporate costs incurred for all segments, and intersegment eliminations. Selling, general, and administrative expenses for Corporate/Other decreased ~~$96.3~~$4.7 million, or ~~72.8%~~13.2%, during the nine months ended December ~~28, 2019~~26, 2020 as compared to the same period of the prior year. The decrease is ~~mainly~~due to a reduction in equity compensation costs, incentive and travel expenses as well as no longer incurring costs related to integration activities from the 2018 Combination, and a ~~change in equity-based compensation expense~~fair value adjustment of ~~$93.9 million related to the Exchange and secondary offerings that occurred~~an asset classified as held for sale recorded in the prior year, as well as a reduction in acquisition integration and restructuring costs of $4.4 million. This decrease was partially offset by a fair market value adjustment charge of $1.0 million related to property acquired in the Exchange.year.

The following table summarizes the components of interest expense, net for the nine months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Nine Months Ended												Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020		December 28, 2019		$ Change			% Change

Interest expense	$	3,577		$	4,007		$	(430	)		(10.7	%)	$	3,007	$	3,577	$	(570	)		(15.9	%)
Interest income		(2,558	)		(1,295	)		(1,263	)		97.5	%
Less: Interest income														406		2,558		(2,152	)		(84.1	%)
Interest expense, net	$	1,019		$	2,712		$	(1,693	)		(62.4	%)	$	2,601	$	1,019	$	1,582			155.3	%
Average outstanding floor plan payable	$	31,880		$	31,596								$	27,560	$	31,880
Average outstanding long-term debt	$	47,663		$	59,258								$	73,108	$	47,663

Interest expense, net was ~~$1.0~~$2.6 million for the nine months ended December ~~28, 2019, a decrease~~26, 2020, an increase of ~~$1.7~~$1.6 million compared to the same period inof the prior year. The ~~decrease~~net increase in expense was primarily ~~related~~due to higher average revolver balances combined with a reduction of interest income ~~recognized during~~earned on the ~~period as a result of higher average~~Company’s cash balances invested in ~~short term facilities. In addition, the Company incurred~~short-term facilities and reduced interest expense on the Company’s borrowings, both due to ~~(i)~~ a ~~lower weighted average~~reduction in interest ~~rate on its revolving credit facility of 3.7% as compared to 4.8%, and (ii) lower average outstanding balances on its credit facilities as compared to the same period in the prior year.~~rates.

The following table summarizes other ~~expense~~income for the nine months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Nine Months Ended										Nine Months Ended
(Dollars in thousands)	December 28, 2019		December 29, 2018		$ Change			% Change			December 26, 2020			December 28, 2019		$ Change			% Change

Other expense	$	—	$	7,845	$	(7,845	)		(100.0	%)
Other income											$	(6,993	)	$	—	$	(6,993	)		100.0	%

Other ~~expense~~income for the nine months ended December ~~29, 2018 primarily consists~~26, 2020 was $7.0 million which was a result of $6.9 million of expenses related to legal, accounting, and advisory services associated with the Exchange. The Company also incurred $0.8 million of expenses for legal, accounting, and advisory services relatedwage subsidies provided by government sponsored financial assistance programs that were enacted in responses to the ~~secondary offerings.~~COVID-19 pandemic. The programs included a Canadian wage subsidy benefit of $6.2 million and U.S. federal and state wage subsidy benefits of $0.8 million.

The following table summarizes income tax expense for the nine months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Nine Months Ended											Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change		% Change			December 26, 2020			December 28, 2019			$ Change			% Change

Income tax expense	$	20,456		$	13,699		$	6,757		49.3	%	$	15,493		$	20,456		$	(4,963	)		(24.3	%)
Effective tax rate		28.2	%		(25.5	%)							23.3	%		28.2	%

Income tax expense for the nine months ended December ~~28, 2019~~26, 2020 was $15.5 million, representing an effective tax rate of 23.3%, compared to income tax expense of $20.5 million, representing an effective tax rate of 28.2%~~, compared to income tax expense of $13.7 million, representing an effective tax rate of (25.5%),~~ for the nine months ended December ~~29, 2018.~~28, 2019. During the third quarter of fiscal 2021, the Company completed a U.S. R&D tax credit study for the years 2018 and 2019 that resulted in recognition of a tax benefit of $1.7 million. The change in the effective tax rate for the nine months ended December 26, 2020 compared with the same respective period of the prior year was primarily due to an increase in tax credits, certain U.S. tax law changes and results in foreign jurisdictions.

The Company’s effective tax rate for the nine months endedDecember 26, 2020 and December 28, 2019 differs from the federal statutory income tax rate of 21.0%, due primarily to the effect of non-deductible expenses, state and local income taxes, tax credits, and results in foreign jurisdictions. The Company’s effective tax rate for the nine months ended December 29, 2018 differed from the federal statutory rate of 21.0% primarily due the effect of non-deductible expenses, state and local income taxes, one-time charges related to the Exchange including non-deductible equity-based compensation and results of operations in foreign jurisdictions and non-taxable entities.

The following table reconciles net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the nine months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Nine Months Ended												Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			$ Change			% Change			December 26, 2020		December 28, 2019		$ Change			% Change

Net income (loss)	$	52,162		$	(67,365	)	$	119,527		*
Net income													$	51,013	$	52,162	$	(1,149	)		(2.2	%)
Income tax expense		20,456			13,699			6,757			49.3	%		15,493		20,456		(4,963	)		(24.3	%)
Interest expense, net		1,019			2,712			(1,693	)		(62.4	%)		2,601		1,019		1,582		*
Depreciation and amortization		13,895			11,535			2,360			20.5	%		13,076		13,895		(819	)		(5.9	%)
Equity-based compensation (for awards granted prior to December 31, 2018)		3,606			97,589			(93,983	)		(96.3	%)		1,358		3,606		(2,248	)		(62.3	%)
Foreign currency transaction (gain) loss		(93	)		188			(281	)	*
Transaction costs		—			6,905			(6,905	)	*
Acquisition integration costs		1,938			5,500			(3,562	)		(64.8	%)		—		1,938		(1,938	)	*
Equity-offering costs		—			816			(816	)	*
Fair market value adjustment for asset classified as held for sale		986			—			986		*				—		986		(986	)	*
Restructuring costs and other		343			1,362			(1,019	)		(74.8	%)
Other														—		250		(250	)	*
Adjusted EBITDA	$	94,312		$	72,941		$	21,371			29.3	%	$	83,541	$	94,312	$	(10,771	)		(11.4	%)

Adjusted EBITDA for the nine months ended December ~~28, 2019~~26, 2020 was ~~$94.3~~$83.5 million, ~~an increase~~a decrease of ~~$21.4~~$10.8 million from the same period of the prior year. The ~~increase~~decrease is primarily a result of ~~increased~~lower operating income after adjusting for the ~~effect~~effects of ~~increased depreciation and amortization, transaction-related expenses,~~ integration costs ~~restructuring costs~~ and ~~equity-based compensation~~the fair market value adjustment for an asset classified as held for sale incurred in ~~connection with~~ the ~~Exchange.~~prior year. The ~~increase~~decrease in operating income is primarily due to ~~an increase~~a decrease in sales volume ~~from the inclusion of the Skyline operations~~ and ~~an improvement~~a decrease in gross ~~profit margins~~margin, partially offset by ~~higher selling, general, and administrative costs. See Adjusted EBITDA definition below for additional information regarding the definition and use of this metric in evaluating the Company’s results.~~lower SG&A expenses.

The Company defines Adjusted EBITDA as net income or loss ~~plus~~plus: (a) the provision for income ~~taxes,~~taxes; (b) interest expense, ~~net,~~net; (c) depreciation and ~~amortization,~~amortization; (d) gain or loss from discontinued ~~operations,~~operations; (e) ~~foreign currency gains and losses, (f)~~ equity-based compensation awards granted prior to December 31, ~~2018,~~2018; (f) restructuring charges; (g) ~~restructuring charges and other, (h)~~ impairment of ~~assets,~~assets; and ~~(i)~~(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. The Company believes that Adjusted EBITDA is commonly used by investors to evaluate its performance and that of its competitors. However, the Company’s use of Adjusted EBITDA may vary from that of others in its industry.

In evaluating Adjusted EBITDA, investors should be aware that, in the future, the Company may incur expenses similar to those adjusted for in this presentation. This presentation of Adjusted EBITDA should not be construed as an ~~inference~~implication that the Company’s future results will be unaffected by unusual or nonrecurring items.

Adjusted EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

~~Because of~~Given these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using non-GAAP financial measures only on a supplemental basis.

Although orders from customers can be cancelled at any time without penalty, and unfilled orders are not necessarily an indication of future business, the Company’s unfilled U.S. and Canadian manufacturing orders at December ~~28, 2019~~26, 2020 totaled ~~$133.1~~$488.5 million compared to ~~$181.3~~$133.1 million at December ~~29, 2018.~~28, 2019. The ~~reduction~~increase in backlog is driven by ~~a decrease~~increased demand for single-family homes which has resulted in order levels that have significantly outpaced production in both the U.S. and Canada. Production levels vary widely by plant, but have, on

average, surpassed last year’s average production rates ~~from customers. The timing~~throughout the third quarter of ~~customer~~fiscal 2021. Increasing production rates to keep pace with orders ~~are driven~~is limited by ~~manufacturer delivery times which are shorter, generally, than the same~~individual plant capacity, time ~~last year. In addition, backlog for Canadian operations was lower in the current period due~~ to ~~continued softness in the western Canada housing markets.~~train new employees, employee attendance and accessibility of materials. Production may also be limited by additional instances of COVID-19 related impacts, including intermittent facility shutdowns.

The following table presents summary cash flow information for the nine months ended December 26, 2020 and December 28, ~~2019 and December 29, 2018:~~2019:

	Nine Months Ended						Nine Months Ended
(Dollars in thousands)	December 28, 2019			December 29, 2018			December 26, 2020			December 28, 2019
Net cash provided by (used in):
Operating activities	$	73,077		$	51,918		$	103,816		$	73,077
Investing activities		(10,966	)		2,396			(1,213	)		(10,966	)
Financing activities		(17,968	)		(60,815	)		(47,938	)		(17,968	)
Effect of exchange rate changes on cash, cash equivalents		510			(1,130	)		2,940			510
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
Net increase in cash and cash equivalents								57,605			44,653
Cash and cash equivalents at beginning of period								209,455			126,634
Cash and cash equivalents at end of period							$	267,060		$	171,287

The Company’s primary sources of liquidity are cash flows from operations and existing cash ~~balances, and borrowings under available credit facilities. The Company has $44.4 million of unused borrowing capacity under its revolving credit facility.~~balances. Cash balances and cash flow from operations for the next year are expected to be adequate to ~~fund~~cover working capital ~~expenditures.~~requirements, capital expenditures, and debt payment obligations. The Company does not have any scheduled long-term debt maturities in the next twelve months. The Company’s revolving credit facility includes a leverage ratio covenant that requires the Company’s first lien debt levels to remain less than 2.75 times of the consolidated trailing twelve-month EBITDA. The Company anticipates compliance with its debt covenants and projects its level of cash availability ~~is projected~~ to be in excess of cash needed to operate the business for the next year. In the event operating cash flow isand existing cash balances were deemed inadequate to support the Company’s liquidity needs, and one or more capital resources were to become unavailable, the Company would revise operating strategies accordingly.

Cash provided by operating activities was $103.8 million during the nine months ended December 26, 2020 compared to $73.1 million during the nine months ended December 28, ~~2019~~2019. The increase of $30.7 million in cash from operating activities is primarily due to increased deposits from customers, deferral of certain payroll tax obligations resulting from the CARES Act regulations, and the benefit of the CEWS subsidy received, partially offset by slightly lower net income compared to ~~$51.9~~the same period of the prior year.

Cash used in investing activities was $1.2 million for the nine months ended December 26, 2020 compared to $11.0 million during the nine months ended December ~~29, 2018. Cash was generated by operating income (before non-cash charges) from higher sales and operating margins compared~~28, 2019. The decrease in cash used for investing activities is primarily related to ~~the prior year. Additionally, there were no transaction expenses incurred for the Skyline acquisition or secondary offering costs through the third quarter of fiscal 2020 compared to $7.7 million~~a decrease in capital expenditures in the ~~same~~current period which is primarily due to deferral of non-essential spending as well as non-recurring spending incurred in the prior year ~~which contributed~~related to: (i) expansion of production capacity at the Leesville, Louisiana manufacturing facility; and (ii) investment in equipment to facilitate improvement in safety and operating efficiencies. In addition, the ~~positive increase in cash provided by operating activities compared to the prior period.~~

~~Cash used in investing activities was $11.0 million for the nine months ended December 28, 2019, primarily related to the $12.1~~Company received $1.2 million of ~~capital expenditures, partially offset by~~proceeds from the maturity of a Company owned life insurance policy and $1.8 million of proceeds from the sale of fixed assets during fiscal 2021. The Company received proceeds of $1.1 million from the disposition of a held for sale ~~property. The expenditures for capital items are part of the Company’s focus on safety and operating efficiency initiatives as well as the expansion of production capacity with the investment~~property in ~~the new Leesville, Louisiana manufacturing facility.~~ fiscal 2020.

Cash ~~provided by investing~~used in financing activities was ~~$2.4~~$47.9 million for the nine months ended December 26, 2020 compared to $18.0 million during the nine months ended December ~~29, 2018 as a result of cash acquired in the Exchange of $9.7 million and payments received on notes receivable of $0.3 million, partially offset by capital expenditures of $7.6 million.~~

28, 2019. Cash used in financing activities ~~was $18.0 million for~~during the first nine months ~~ended December 28, 2019, primarily~~of fiscal 2021 was related to ~~the $15.0~~a $38.0 million repayment on the revolving credit facility, ~~$2.1 million for tax payments~~net repayments of ~~equity based compensation, and $0.9 million, net repayment on~~ the floor plan payable ~~balance.~~balance of $8.3 million and payments for remittance of employee taxes associated with share-based compensation programs of $1.7 million. Cash used in financing activities ~~for~~during the first nine months ~~ended December 29, 2018~~of fiscal 2020 was ~~$60.8 million,~~ primarily ~~as a result of distributions~~related to ~~Champion Holdings’ members of $65.3 million prior to completion of the Exchange and $2.2~~$15.0 million of ~~additional payments made for deferred financing fees. The Company borrowed $46.9 million under~~repayments on the revolving credit ~~agreement during~~facility, a $2.1 million payment for remittance of employee taxes associated with share-based compensation programs and a $0.9 million net repayment of the ~~nine months ended December 29, 2018 and utilized the proceeds to repay term loans. Additionally, the Company borrowed $9.1 million from its~~ floor plan ~~financing arrangements.~~ payable balance.

For a discussion of our critical accounting policies that management believes affect its more significant judgments and estimates used in the preparation of our Consolidated Financial Statements, see Part II, Item 7 of the ~~Company’s~~Fiscal 2020 Annual Report, ~~on Form 10-K for fiscal 2019 (the “Fiscal 2019 Annual Report”),~~ under the heading ~~"Critical~~“Critical Accounting Policies."” There have been no significant changes in our significant accounting policies or critical accounting estimates discussed in the ~~2019~~Fiscal 2020 Annual Report, ~~on Form 10-K,~~ with the exception of adoption of ~~the~~ new ~~lease standard described~~accounting pronouncements as discussed in Note ~~10, “Leases,~~1, “Basis of Presentation – Recently Issued Accounting Pronouncements.” ~~to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Report”).~~

For information on the impact of recently issued accounting pronouncements, see Note 1, “Basis of Presentation – Recently Issued Accounting Pronouncements,” to the condensed consolidated financial statements included in this Report.

Some of the statements in this Report are not historical in nature and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. These statements are often identified by the words “will,” “could”, “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope,” or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are ~~important factors,~~risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in our forward-looking ~~statements~~statements. These risks and uncertainties include regional, national, and international economic, financial, public health and labor conditions, and the following:

~~The~~If any of the risks or uncertainties referred to above materializes or if any of the assumptions underlying our forward-looking statements ~~in this Report are made~~proves to be incorrect, then differences may arise between our forward-looking statements and our actual results, and such differences may be material. Investors should not place undue reliance on our forward-looking statements, which speak only as of the date ~~hereof, and we do not~~of this report. We assume ~~any~~no obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date ~~hereof.~~hereof, except as required by law.

For a discussion of the Company’s interest rate and foreign exchange risks, see Part II, Item 7A of the Fiscal ~~2019~~2020 Annual Report, under the heading "Quantitative and Qualitative Disclosures about Market Risk." There ~~were~~have been no significant changes in ~~the Company’s market risk to the market risk information included in the 2019 Annual Report on Form 10-K.~~such risks since March 28, 2020.

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the specified time periods and accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the CEO and CFO, evaluated the effectiveness of the company’s disclosure controls and procedures (pursuant to Rules 13a-15(e) or 15d-15(e) of the Exchange Act) at December ~~28, 2019.~~26, 2020. Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December ~~28, 2019.~~26, 2020.

There have been no changes in our internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the ~~Company’~~Company’s internal control over financial reporting.

We are involved from time to time in various legal proceedings and claims, including, without limitation, commercial or contractual disputes, product liability claims and other matters. For additional information on legal proceedings, see Note ~~15,~~13 “Commitments, Contingencies and Legal Proceedings – Legal Proceedings,” to the condensed consolidated financial statements included in this Report.

In addition to the other information set forth in this Report, you should carefully consider the factors described in Part 1, Item 1A., “Risk Factors,” in our Fiscal 2019 Annual Report, which could materially affect our business, financial condition or future results. There have been no material changes to the disclosure on these matters set forth in the Fiscal 2019 Annual Report.

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.

Indiana		35-1038277
(State of Incorporation)		(I.R.S. Employer Identification No.)

755 West Big Beaver Road, Suite 1000
Troy, Michigan		48084
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SKY	New York Stock Exchange

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December ~~28, 2019~~26, 2020 (unaudited) and March ~~30, 2019~~28, 2020	1
Condensed Consolidated Income Statements ~~of Operations~~ (unaudited) for the three and nine months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018~~28, 2019	2
Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ (unaudited) for the three and nine months ended December 26, 2020 and December 28, 2019 ~~and December~~ ~~29, 2018~~	3
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018~~28, 2019	4
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended December ~~28, 2019~~26, 2020 and December ~~29, 2018~~28, 2019	5
Notes to Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1715

Item 3. Quantitative and Qualitative Disclosures About Market Risk	2927

Item 4. Controls and Procedures	2927

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	30

~~Item 1A. Risk Factors~~	3029

Item 6. Exhibits	3130

SIGNATURES	3231

(Dollars in thousands)	Allocation
Cash	$	9,722
Trade accounts receivable		13,876
Inventory		19,028
Assets held for sale		2,086
Property, plant, and equipment		40,220
Deferred tax assets, net		7,034
Other assets		6,706
Accounts payable and accrued liabilities		(36,027	)
Intangibles		52,065
Goodwill		170,342
Total purchase price allocation	$	285,052

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Exchange Act rules 13a-4 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.. †

31.2		Certification of Chief Financial Officer pursuant to Exchange Act rules 13a-4 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.. †

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.. †

101 ~~(SCH)~~(INS)		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101(SCH)		Inline XBRL Taxonomy Extension Schema Document.
101(CAL)		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101(DEF)		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101(LAB)		Inline XBRL Taxonomy Extension Label Linkbase Document.
101(PRE)		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data ~~File.~~File (formatted as Inline XBRL and contained in Exhibit 101).


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

	Nine Months Ended
	December 29, 2018
(Dollars in thousands)	Reported			Pro forma
Net sales	$	1,032,368		$	1,078,172
Net loss		(67,365	)		(52,256	)

Signature	Title	Date

/s/ Mark Yost	President and Chief Executive Officer	~~January 29, 2020~~February 2, 2021
Mark Yost	(Principal Executive Officer)

/s/ Laurie Hough	Executive Vice President, Chief Financial Officer and Treasurer	~~January 29, 2020~~February 2, 2021
Laurie Hough	(Principal Financial Officer)