FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For Quarter Ended March 29, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________ to ____________
Commission file number 1-9751
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2743168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 University Drive, Suite 320, Auburn Hills, MI 48326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 340-9090
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
48,482,713 shares of the registrant's $1.00 par value Common
Stock were outstanding as of April 29, 1997.
PAGE
PART I. FINANCIAL INFORMATION
CHAMPION ENTERPRISES, INC.
Consolidated Income Statements
(In Thousands, Except Per Share Amounts)
Three Months Ended
March 29, March 30,
1997 1996
Net sales $378,860 $342,765
Cost of sales 323,087 290,794
Gross margin 55,773 51,971
Selling, general and
administrative expenses 32,836 29,257
Operating income 22,937 22,714
Other income (expense):
Interest income 416 676
Interest expense (414) (460)
Income before income taxes 22,939 22,930
Income taxes 9,100 9,188
Net income $ 13,839 $ 13,742
Net income per share $ 0.28 $ 0.28
Weighted average shares outstanding 49,673 49,242
See accompanying Notes to Consolidated Financial Statements.
PAGE
CHAMPION ENTERPRISES, INC.
Consolidated Balance Sheets
(In Thousands, Except Par Value Amount)
ASSETS
March 29, December 28,
1997 1996
CURRENT ASSETS
Cash and cash equivalents $ - $ 19,357
Accounts receivable, trade 110,738 75,776
Inventories 86,519 80,920
Deferred taxes and other current assets 37,508 40,598
Total current assets 234,765 216,651
PROPERTY AND EQUIPMENT
Cost 181,563 175,876
Less-accumulated depreciation 55,562 53,274
126,001 122,602
GOODWILL
Cost 135,912 135,912
Less-accumulated amortization 12,364 11,423
123,548 124,489
OTHER ASSETS 8,352 8,608
Total assets $492,666 $472,350
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 52,678 $ 41,025
Accrued dealer discounts 29,779 42,523
Accrued warranty obligations 34,920 35,146
Accrued compensation and payroll taxes 22,799 24,478
Accrued insurance 15,318 14,682
Other current liabilities 39,284 37,318
Total current liabilities 194,778 195,172
LONG-TERM LIABILITIES
Long-term debt 1,109 1,158
Deferred portion of purchase price 10,920 10,927
Other long-term liabilities 38,374 38,459
50,403 50,544
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000 shares
authorized, none issued - -
Common stock, $1 par value, 75,000 shares
authorized, 48,377 and 47,695 shares issued
and outstanding, respectively 48,377 47,695
Capital in excess of par value 40,859 34,465
Retained earnings 159,310 145,471
Foreign currency translation adjustments (1,061) (997)
Total shareholders' equity 247,485 226,634
Total liabilities and shareholders' equity $492,666 $472,350
See accompanying Notes to Consolidated Financial Statements.
PAGE
CHAMPION ENTERPRISES, INC.
Consolidated Statements of Cash Flows
(In Thousands)
Three Months Ended
March 29, March 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,839 $ 13,742
Adjustments to reconcile net income to
net cash used for operating activities:
Depreciation and amortization 4,184 3,226
Increase/decrease:
Accounts receivable (34,962) (29,728)
Inventories (5,599) (173)
Accounts payable 11,653 12,339
Accrued liabilities (8,853) (3,850)
Merger reserve (2,745) -
Other, net 3,516 3,640
Total adjustments (32,806) (14,546)
Net cash used for operating activities (18,967) (804)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions - (5,526)
Proceeds on disposal of property and equipment 1,795 473
Short-term investments, net - 133
Additions to property and equipment (8,064) (10,987)
Deferred purchase price payment - (8,900)
Other - 291
Net cash used for investing activities (6,269) (24,516)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable to bank - 19,700
Repayment of long-term debt (135) (1,513)
Common stock issued, net 4,014 163
Common stock repurchased - (10,888)
Tax benefit of stock options 2,000 -
Net cash provided by financing activities 5,879 7,462
NET DECREASE IN CASH AND CASH EQUIVALENTS (19,357) (17,858)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 19,357 27,334
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ 9,476
ADDITIONAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 215 $ 854
Income taxes $ 952 $ 3,880
SCHEDULE OF CASH FLOWS FROM ACQUISITIONS:
Purchase price $ 9,500
Less: Deferred portion of purchase price (3,500)
Cash acquired (841)
Plus: Acquisition costs 367
$ 5,526
See accompanying Notes to Consolidated Financial Statements.
PAGE
CHAMPION ENTERPRISES, INC.
Notes to Consolidated Financial Statements
1. On October 24, 1996 Redman Industries, Inc. ("Redman") was merged with
the registrant. The merger was accounted for as a pooling of interests;
accordingly, 1996 restated information includes Redman.
2. For each of the dates indicated, inventories consisted of the following
(in thousands):
March 29, December 28,
1997 1996
Raw materials $53,733 $50,847
Work-in-process 8,379 8,048
Finished goods 24,407 22,025
$86,519 $80,920
3. The difference between income taxes provided for financial reporting
purposes and expected charges at the U.S. federal statutory rate is due to
state and foreign tax charges.
The components of the income tax provisions for the three months ended
March 29, 1997 and March 30, 1996 follows (dollars in thousands):
March 29, March 30,
1997 1996
Statutory U.S. tax rate $ 8,029 $ 8,026
Increase in rate resulting from:
Higher rates on earnings of foreign operations 50 50
State taxes 750 750
Other 271 362
Total provision $ 9,100 $ 9,188
Effective tax rates 40% 40%
4. The per share amounts are calculated using the weighted average number of
shares outstanding for each of the periods presented and includes common stock
equivalents. Earnings per share and weighted average shares outstanding have
been adjusted for the effect of the two-for-one stock split on May 31, 1996.
5. The Consolidated Financial Statements are unaudited, but in the opinion
of management include all adjustments necessary for a fair presentation of the
results of the interim period. Financial results of the interim period are
not necessarily indicative of results that may be expected for any other
interim period or for the fiscal year.
6. On April 29, 1997 the shareholders approved a proposal to increase the
number of the registrant's authorized shares of common stock to 120 million
from 75 million. On that date the Board of Directors also authorized a stock
repurchase program to repurchase up to 2.5 million shares of the registrant's
common stock.
7. Certain amounts in the prior period's financial statements have been
reclassified to conform to the current period's presentation.
CHAMPION ENTERPRISES, INC.
Management's Discussion and Analysis
of
Financial Condition and Results of Operations
Three months ended March 29, 1997 versus three months ended March 30, 1996
For the quarter ended March 29, 1997, Champion Enterprises, Inc. ("Champion"
or "registrant") achieved record first quarter revenues of $379 million,
increasing 11% from $343 million in 1996. Net income was $13.8 million, or
$0.28 per share, versus $13.7 million, also $0.28 per share, in the prior
year's first quarter. Earnings before interest, taxes, depreciation and
amortization rose 4.6% compared to a year ago. Last year's results have been
restated to include Redman Industries, Inc. ("Redman"), which was merged with
Champion on October 24, 1996 and was accounted for as a pooling of interests.
Manufactured Housing
(Dollars in millions, except average home price)
Three Months Ended
March 29, March 30, %
1997 1996 Change
Net sales $363.0 $328.6 10%
Gross margin 54.2 50.0 8%
SG&A 31.6 28.0 13%
Operating income $22.6 $22.0 3%
Operating margin 6.2% 6.7%
Homes sold 14,247 12,962 10%
Average price $25,500 $25,400 -
Manufactured housing revenues in the first quarter of 1997 increased over last
year primarily due to the registrant's 1996 acquisitions and slightly higher
volume. Grand Manor, Inc., acquired in March 1996 and Homes of Legend, Inc.,
acquired in April 1996 (the "1996 acquisitions"), contributed $27 million to
revenues on sales of 1,178 homes. The multi-section mix in the current first
quarter was 54.8% versus 55.6% a year ago. Excluding 1996 acquisitions the
U.S. multi-section mix was 56.2%.
The registrant's U.S. shipments for the three months ended March 1997 were
14,029 homes, up 10% from 12,767 homes a year earlier. Champion's U.S. multi-
section mix for the quarter was 55.2%, down from 56.0% last year due to the
1996 acquisitions. According to the Manufactured Housing Institute ("MHI"),
an industry trade association, industry wholesale unit shipments declined 3.6%
for the first quarter. The registrant's 1997 first quarter U.S. market share
based on homes sold was approximately 17.1% versus 15.0% a year ago.
Housing margins decreased in the first quarter of 1997 due to startup expenses
at three plants and restructuring of the product line at Redman's Indiana
facilities. Inclement weather slowed industry sales and retail inventory
levels increased due to the retailers' inability to deliver and set homes that
were sold. The registrant experienced some production inefficiencies due to
lower levels of unfilled orders. The 1996 acquisitions, which were not
included in last year's first quarter results, added $1.7 million of operating
income to the current quarter.
Although dealer orders can be cancelled at anytime without penalty, and
unfilled orders are not necessarily an indication of future business, the
registrant's unfilled housing orders at the end of the quarter totaled
approximately $55 million, including $19 million of orders taken at the
annual Nashville trade show held the first week of April. Unfilled orders
totaled an estimated $64 million at March 30, 1996, which included the
Nashville show which was held by quarter end. The overall decline in unfilled
orders is due to increased capacity with incoming order rates comparable to
last year.
Other Matters
Consolidated sales and income include the results of the commercial vehicles
business. Commercial vehicles revenues increased 12% to $15.9 million on a
20% increase in unit shipments. Quarterly operating income for this business
was $353,000, down from $732,000 last year due to lower profits on municipal
orders.
Interest income decreased due to lower average invested balances. During the
quarter the registrant substantially completed the consolidation of the
Redman corporate staff.
Manufactured Housing Industry Outlook
According to the MHI, industry shipments decreased 3.6% in the first quarter
of 1997, which follows annual increases of 7% in 1996, 12% in 1995 and 20% in
1994. The registrant's management estimates a 4 to 7% increase in industry
shipments in 1997. The registrant's three year goal is to increase earnings
per share at a 20% compound annual growth rate with 1995 as the base year.
Long-term industry growth may be affected by the relative cost of manufactured
housing versus other forms of housing, general economic trends including
inflation and unemployment rates, consumer confidence, job growth and interest
rates, and changes in demographics including new household formations, the
number of Americans on fixed incomes and the availability and cost of
financing. Changes in housing regulations, including HUD and local building
codes, and local zoning regulations could also affect the manufactured housing
industry. Changes in regional markets and the U.S. economy as a whole will
continue to affect overall housing industry cycles.
In addition to the factors which could affect long-term industry growth,
short-term sales may also be affected by inclement weather and by inventory
levels of manufactured housing retailers. Recently, retail inventory levels
increased as a result of inclement weather conditions in many areas of the
country, which slowed retail traffic and sales as well as home placements.
Management believes that moderate changes in interest rates will not have a
significant direct impact on demand for manufactured housing. However, to the
extent that increased interest rates reduce job growth, slow the U.S. economy,
or cause a loss in consumer confidence, demand for manufactured housing may be
adversely affected.
Liquidity and Capital Resources
For the three months ended March 29, 1997, cash decreased $19 million and was
generally used for operating purposes. Cash of $6 million was provided from
stock option exercises and related tax benefits and $1.8 million from the
disposal of property and equipment. Cash of $8 million was used for capital
improvements, including three facilities currently under construction, one
each in Alabama, Nebraska and North Carolina.
Accounts receivable, inventories and accounts payable increased significantly
from year end levels due to the plants started up during the quarter and to
higher sales in March 1997 as compared to December 1996 primarily attributable
to the seasonal nature of the manufactured housing industry. Accrued dealer
discounts decreased during the quarter due to payments made under annual
programs.
Champion has a $70 million unsecured bank line of credit, which expires in
1998 and includes $20 million of availability to cover letters of credit. At
March 29, 1997 the registrant had no bank borrowings outstanding and $14
million of letters of credit outstanding, generally to support insurance
obligations and licensing and service bonding required by various states.
Borrowings may be necessary during 1997 for the construction of new plants and
for other planned plant expansions and seasonal working capital needs. The
registrant plans to spend up to $45 million on capital expenditures during
1997. This amount includes the cost of the recently announced new plants to
be constructed, one each in Alabama, North Carolina, and Texas, and the three
plants currently under construction. By year end Champion plans to have 56
manufactured housing plants in operation.
Consistent with its plan to improve shareholder value through investments in
sound operating businesses, the registrant does not plan to pay cash dividends
in the near term. Effective April 29, 1997 the Board of Directors has
authorized a stock repurchase program for up to 2.5 million shares of
Champion's common stock.
The registrant believes that existing cash balances, cash flow from operations
and additional availability under its line of credit are adequate to meet its
anticipated financing needs, operating requirements, capital expenditures and
common stock repurchases in the foreseeable future. However, management may
explore other opportunities to raise capital to finance the registrant's
growth.
Forward Looking Statements
Certain statements contained in this Report, including the estimate of
manufactured housing industry shipments in 1997 and the registrant's three
year goal of compound annual growth in earnings per share of 20%, are forward
looking statements within the meaning of the Securities Exchange Act of 1934.
These statements are based on the registrant's estimates, assumptions and
projections and are subject to risks and uncertainties that could cause actual
results to differ materially from those included in the forward looking
statements. These factors are discussed above under Manufactured Housing
Industry Outlook and in the registrant's Form 10-K for the year ended December
28, 1996 under Item 1 Business, which is incorporated herein by reference.
PAGE
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report.
Exhibit No. Description
11 Computation of Earnings Per Share
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the registrant during the quarter
ended March 29, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHAMPION ENTERPRISES, INC.
By: /S/ A. JACQUELINE DOUT
A. Jacqueline Dout
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
And: /S/ RICHARD HEVELHORST
Richard Hevelhorst
Controller (Principal
Accounting Officer)
Dated: May 8, 1997