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Skyline Champion Corp

For the period ended Mar 30, 2024. Filed May 29, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed May 29, 2024

SKY$96.39+5.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 16. Form 10-K Summary

Not applicable

SIGNAT URES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

SKYLINE CHAMPION CORPORATION
Date:May 29, 2024/s/ Mark Yost
Mark Yost

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Mark YostPresident, Chief Executive Officer and DirectorMay 29, 2024
Mark Yost(Principal Executive Officer)
/s/ Laurie HoughExecutive Vice President, Chief Financial Officer, and TreasurerMay 29, 2024
Laurie Hough(Principal Financial Officer)
/s/ Timothy BurkhardtVice President and ControllerMay 29, 2024
Timothy Burkhardt(Principal Accounting Officer)
/s/ Keith AndersonDirectorMay 29, 2024
Keith Anderson
/s/ Michael BermanDirectorMay 29, 2024
Michael Berman
/s/ Eddie CapelDirectorMay 29, 2024
Eddie Capel
/s/ Erin Mulligan HelgrenDirectorMay 29, 2024
Erin Mulligan Helgren
/s/ Michael KaufmanDirectorMay 29, 2024
Michael Kaufman
/s/ Tawn KelleyDirectorMay 29, 2024
Tawn Kelley
/s/ Nikul PatelDirectorMay 29, 2024
Nikul Patel
/s/ Gary E. RobinetteDirectorMay 29, 2024
Gary E. Robinette

SKYLINE CHAMPION CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 0042)F-
Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023F-7
Consolidated Income Statements for the Fiscal Years Ended March 30, 2024, April 1, 2023, and April 2, 2022F-8
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 30, 2024, April 1, 2023, and April 2, 2022F-9
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 30, 2024, April 1, 2023, and April 2, 2022F-10
Consolidated Statements of Equity for the Fiscal Years Ended March 30, 2024, April 1, 2023, and April 2, 2022F-11
Notes to Consolidated Financial StatementsF-12
Schedule II – Valuation and Qualifying AccountsF-30

To the Shareholders and the Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Skyline Champion Corporation (the Company) as of March 30, 2024 and April 1, 2023, and the related consolidated income statements, statements of comprehensive income, equity and cash flows for each of the fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 30, 2024 and April 1, 2023, and the results of its operations and its cash flows for the fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 29, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Business Combinations
Description of the MatterAs discussed in Note 2 to the consolidated financial statements, during the year ended March 30, 2024, the Company completed its acquisition of Regional Enterprises, LLC and related companies (collectively, “Regional Homes”) for aggregate consideration of $316.9 million. This transaction was accounted for as a business combination. The transaction resulted in the recognition of $161.4 million of goodwill and $41.8 million of amortizable intangible assets. Auditing the Company's accounting for its acquisition of Regional Homes was complex due to the significant estimation in the Company’s determination of fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the trade name intangible asset to certain underlying assumptions. The Company used the relief-from-royalty method to
measure the fair value of the trade name intangible asset, and the significant assumptions used in estimating its fair value included the revenue growth rate and the selected royalty rate, which form the basis of the forecasted results, and the discount rate.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls that address the risk of material misstatement relating to the Company's accounting for the Regional Homes acquisition, including the estimated fair value of the identified trade name intangible asset. We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s processes with respect to estimates that impact the accounting for the Regional Homes acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the trade name intangible asset, which encompassed testing controls over management’s review of assumptions used in the valuation model. To test the estimated fair value of the trade name intangible asset, our audit procedures included, among others, evaluating the appropriateness of the valuation methodologies used, the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For the revenue growth rate, we compared the assumptions to the historical financial performance of the acquired business and forecasted performance of the Company. For the royalty rate selected to value the trade name intangible asset, we compared the rate to a return on asset analysis to validate the residual profit available. We also performed sensitivity analyses to evaluate the changes in the fair value of the trade name intangible asset that would result from changes in the significant assumptions. We involved our valuation specialists to assist in evaluating the methodologies used to estimate the fair value of the trade name intangible asset and to test certain significant assumptions, including the discount rate, which included a comparison of the selected rate to benchmark data. We also evaluated the adequacy of the Company’s disclosures included in Note 2 in relation to these acquisition matters.
Self-Insured Risks
Description of the MatterThe Company’s reserves for self-insured risks, of which $34.5 million at March 30, 2024 relates to estimated costs for planned remediation efforts associated with damages related to water intrusion in previously manufactured homes. As described in Note 17 to the consolidated financial statements, the Company’s liability for costs associated with the planned remediation efforts is based on an actuarially determined range that considered a variety of factors, including the number of homes manufactured with exposure to the defect, the number of homes that will be required to be remediated, and the estimated repair costs. Auditing the Company’s accounting for its estimated costs for planned remediation efforts is complex and requires the involvement of actuarial specialists due to the measurement uncertainty associated with the estimate. The Company used a Monte Carlo simulation to measure the estimated costs for planned remediation efforts, and the significant assumptions used in estimating the range of estimated costs for planned remediation included the number of homes that will be required to be remediated and the estimated costs for planned remediation efforts.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls that address the risks of material misstatement relating to the measurement and valuation of the estimated range of costs for planned remediation efforts. For example, we tested controls over management’s review of the significant actuarial assumptions used in the determination of the range, management’s review of the appropriateness of the calculation, and controls pertaining to the completeness and accuracy of the number of homes manufactured with exposure to the defect underlying the estimated costs for planned remediation efforts.

To evaluate the estimated liability for costs for planned remediation efforts associated with water intrusion complaints, we performed audit procedures that included, among others, testing the completeness and accuracy of the underlying data supporting the number of homes with exposure to water intrusion damages, the number of homes that will be required to be remediated, and estimated repair costs per home used in the actuarial analysis. Furthermore, we involved our actuarial specialists to assist in our evaluation of methodologies and assumptions applied by management to estimate the recorded liability.

/s/Ernst & Young LLP

We have served as the Company‘s auditor since 2006.

Detroit, Michigan

May 29, 2024

To the Shareholders and the Board of Directors of Skyline Champion Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Skyline Champion Corporation’s internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Skyline Champion Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 30, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Regional Homes, which is included in the 2024 consolidated financial statements of the Company and constituted 27% of total assets as of March 30, 2024 and 11% of net sales for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Regional Homes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and April 1, 2023, the related consolidated income statements, statements of comprehensive income, equity and cash flows for each of the fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated May 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Detroit, Michigan

May 29, 2024

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