##### Table of Contents



FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 (Mark one) [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934.
 For Quarterly period ended October 2, 2004 OR [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from ____________ to ____________ Commission file number 1-9751 CHAMPION ENTERPRISES, INC. 
  Michigan
    
    38-2743168(State or other jurisdiction of incorporation or
organization)
    
    (I.R.S. Employer
Identification No.)
 2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326 
  Registrants telephone number, including area code: (248) 340-9090 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [  ] Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). 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. 71,618,866 shares of the registrants $1.00 par value Common Stock were
outstanding as of October 19, 2004.




---



TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of OperationsConsolidated Balance SheetsConsolidated Statements of Cash FlowsConsolidated Statement of Shareholders EquityNotes to Consolidated Financial StatementsCondensed Consolidating Statement of OperationsCondensed Consolidating Statement of OperationsCondensed Consolidating Balance SheetCondensed Consolidating Statement of Cash FlowsCondensed Consolidating Statement of OperationsCondensed Consolidating Statement of OperationsCondensed Consolidating Balance SheetCondensed Consolidating Statement of Cash FlowsItem 2. Managements Discussion and Analysis of            Financial Condition and Results of Operations.Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT INDEXCertification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906    Table of Contents  
 PART I. FINANCIAL INFORMATION 
 Item 1. Financial Statements. CHAMPION ENTERPRISES, INC. 
   Unaudited
    
    UnauditedThree Months Ended
    
    Nine Months EndedOctober 2, 2004
    
    September 27, 2003
    
    October 2, 2004
    
    September 27, 2003Net sales
    
    $
    315,674
    
    
    $
    310,934
    
    
    $
    858,865
    
    
    $
    849,384Cost of sales
    
    
    257,406
    
    
    
    271,117
    
    
    
    712,385
    
    
    
    728,044Gross margin
    
    
    58,268
    
    
    
    39,817
    
    
    
    146,480
    
    
    
    121,340Selling, general and administrative expenses
    
    
    40,890
    
    
    
    47,552
    
    
    
    118,670
    
    
    
    139,434Goodwill impairment charges
    
    
    
    
    
    
    34,183
    
    
    
    
    
    
    
    34,183Restructuring charges
    
    
    
    
    
    
    20,100
    
    
    
    
    
    
    
    20,100Mark-to-market charge for common stock warrant
    
    
    2,300
    
    
    
    2,500
    
    
    
    3,500
    
    
    
    2,500Loss (gain) on debt retirement
    
    
    
    
    
    
    
    
    
    
    2,776
    
    
    
    (13,833
    )Operating income (loss)
    
    
    15,078
    
    
    
    (64,518
    )
    
    
    21,534
    
    
    
    (61,044
    )Interest income
    
    
    598
    
    
    
    329
    
    
    
    1,276
    
    
    
    1,215Interest expense
    
    
    (4,869
    )
    
    
    (6,996
    )
    
    
    (15,130
    )
    
    
    (21,859
    )Income (loss) from continuing operations
before income taxes
    
    
    10,807
    
    
    
    (71,185
    )
    
    
    7,680
    
    
    
    (81,688
    )Income tax expense (benefit)
    
    
    800
    
    
    
    450
    
    
    
    (10,300
    )
    
    
    (1,950
    )Income (loss) from continuing operations
    
    
    10,007
    
    
    
    (71,635
    )
    
    
    17,980
    
    
    
    (79,738
    )Income (loss) from discontinued operations, net
of taxes
    
    
    (18
    )
    
    
    (9,461
    )
    
    
    1,118
    
    
    
    (19,756
    )Net income (loss)
    
    $
    9,989
    
    
    $
    (81,096
    )
    
    $
    19,098
    
    
    $
    (99,494
    )Basic earnings (loss) per share (Note 10):Income (loss) from continuing operations
    
    $
    0.13
    
    
    $
    (1.25
    )
    
    $
    0.23
    
    
    $
    (1.49
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.16
    )
    
    
    0.02
    
    
    
    (0.35
    )Basic earnings (loss) per share
    
    $
    0.13
    
    
    $
    (1.41
    )
    
    $
    0.25
    
    
    $
    (1.84
    )Weighted shares for basic EPS
    
    
    71,300
    
    
    
    57,498
    
    
    
    70,020
    
    
    
    56,260Diluted earnings (loss) per share (Note 10):Income (loss) from continuing operations
    
    $
    0.12
    
    
    $
    (1.25
    )
    
    $
    0.23
    
    
    $
    (1.49
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.16
    )
    
    
    0.01
    
    
    
    (0.35
    )Diluted earnings (loss) per share
    
    $
    0.12
    
    
    $
    (1.41
    )
    
    $
    0.24
    
    
    $
    (1.84
    )Weighted shares for diluted EPS
    
    
    72,522
    
    
    
    57,498
    
    
    
    71,610
    
    
    
    56,260
 See accompanying Notes to Consolidated Financial Statements. 1




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   UnauditedOctober 2, 2004
    
    January 3, 2004ASSETSCurrent assetsCash and cash equivalents
    
    $
    132,707
    
    
    $
    145,868Restricted cash
    
    
    529
    
    
    
    8,341Accounts receivable, trade
    
    
    40,173
    
    
    
    13,773Inventories
    
    
    124,012
    
    
    
    98,824Other current assets
    
    
    13,484
    
    
    
    18,325Total current assets
    
    
    310,905
    
    
    
    285,131Property, plant and equipment
    
    
    223,270
    
    
    
    224,807Less-accumulated depreciation
    
    
    132,396
    
    
    
    128,98690,874
    
    
    
    95,821Goodwill
    
    
    126,553
    
    
    
    126,537Non-current assets of discontinued operations
    
    
    9
    
    
    
    68Other non-current assets
    
    
    18,817
    
    
    
    20,743$
    547,158
    
    
    $
    528,300LIABILITIES, REDEEMABLE CONVERTIBLE PREFERREDSTOCK AND SHAREHOLDERS EQUITYCurrent liabilitiesFloor plan payable
    
    $
    13,861
    
    
    $
    14,123Accounts payable
    
    
    36,200
    
    
    
    26,724Accrued warranty obligations
    
    
    34,807
    
    
    
    40,558Accrued volume rebates
    
    
    29,380
    
    
    
    31,293Accrued compensation and payroll taxes
    
    
    22,545
    
    
    
    17,400Accrued self-insurance
    
    
    27,835
    
    
    
    31,189Current liabilities of discontinued operations
    
    
    108
    
    
    
    3,173Other current liabilities
    
    
    46,275
    
    
    
    47,184Total current liabilities
    
    
    211,011
    
    
    
    211,644Long-term liabilitiesLong-term debt
    
    
    201,323
    
    
    
    245,468Other long-term liabilities
    
    
    39,117
    
    
    
    47,510240,440
    
    
    
    292,978Contingent liabilities (Note 9)Redeemable convertible preferred stock,no par value, 5,000 shares authorized, 21 shares
and 9 shares issued and outstanding, respectively
    
    
    20,750
    
    
    
    8,689Shareholders equityCommon stock, $1 par value, 120,000 shares authorized,
71,422 and 65,470 shares issued and outstanding, respectively
    
    
    71,422
    
    
    
    65,470Capital in excess of par value
    
    
    160,871
    
    
    
    125,386Accumulated deficit
    
    
    (157,030
    )
    
    
    (175,450
    )Accumulated other comprehensive loss
    
    
    (306
    )
    
    
    (417
    )Total shareholders equity
    
    
    74,957
    
    
    
    14,989$
    547,158
    
    
    $
    528,300
 See accompanying Notes to Consolidated Financial Statements. 2




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   UnauditedNine Months EndedOctober 2, 2004
    
    September 27, 2003Cash flows from operating activitiesIncome (loss) from continuing operations
    
    $
    17,980
    
    
    $
    (79,738
    )Adjustments to reconcile income (loss) from continuing operations
to net cash (used for) provided by operating activities:Depreciation
    
    
    8,666
    
    
    
    12,215Loss (gain) loss on debt retirement
    
    
    2,776
    
    
    
    (13,833
    )Goodwill impairment charges
    
    
    
    
    
    
    34,183Mark-to-market charge for common stock warrant
    
    
    3,500
    
    
    
    2,500Fixed asset impairment charges, net of gains
    
    
    
    
    
    
    15,347Gain on disposal of fixed assets, net
    
    
    (840
    )
    
    
    Decrease in allowance for tax adjustments
    
    
    (12,000
    )
    
    
    Increase/decreaseAccounts receivable
    
    
    (26,400
    )
    
    
    (13,327
    )Refundable income taxes
    
    
    3,123
    
    
    
    60,920Inventories
    
    
    (25,188
    )
    
    
    388Cash collateral deposits
    
    
    
    
    
    
    9,600Accounts payable
    
    
    9,476
    
    
    
    5,849Accrued liabilities
    
    
    (125
    )
    
    
    13,008Other, net
    
    
    3,116
    
    
    
    8,588Net cash (used for) provided by continuing operating activities
    
    
    (15,916
    )
    
    
    55,700Cash flows from discontinued operationsIncome (loss) from discontinued operations
    
    
    1,118
    
    
    
    (19,756
    )(Increase) decrease in net assets of discontinued operations
    
    
    (3,006
    )
    
    
    25,076Net cash (used for) provided by discontinued operations
    
    
    (1,888
    )
    
    
    5,320Cash flows from investing activitiesAdditions to property, plant and equipment
    
    
    (6,465
    )
    
    
    (4,368
    )Acquisition deferred purchase price payments
    
    
    
    
    
    
    (3,882
    )Investments in and advances to unconsolidated subsidiaries
    
    
    (163
    )
    
    
    (446
    )Proceeds on disposal of fixed assets
    
    
    3,645
    
    
    
    5,193Net cash used for investing activities
    
    
    (2,983
    )
    
    
    (3,503
    )Cash flows from financing activitiesDecrease in floor plan payable, net
    
    
    (262
    )
    
    
    (2,305
    )Decrease in long-term debt
    
    
    (6,340
    )
    
    
    (480
    )Purchase of Senior Notes
    
    
    (10,395
    )
    
    
    (35,830
    )Increase in deferred financing costs
    
    
    
    
    
    
    (1,985
    )Decrease in restricted cash
    
    
    7,888
    
    
    
    50,371Preferred stock issued, net
    
    
    12,000
    
    
    
    Common stock issued, net
    
    
    5,154
    
    
    
    1,064Dividends paid on preferred stock
    
    
    (419
    )
    
    
    (937
    )Net cash provided by financing activities
    
    
    7,626
    
    
    
    9,898Net (decrease) increase in cash and cash equivalents
    
    
    (13,161
    )
    
    
    67,415Cash and cash equivalents at beginning of period
    
    
    145,868
    
    
    
    77,381Cash and cash equivalents at end of period
    
    $
    132,707
    
    
    $
    144,796
 See accompanying Notes to Consolidated Financial Statements. 3




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
    Common stock
    
    Capital in excess of
    
    Accumulated
    
    Accumulatedothercomprehensive
    
    
    
    
    
    Total comprehensiveShares
    
    Amount
    
    par value
    
    deficit
    
    income (loss)
    
    Total
    
    incomeBalance at January 3, 2004
    
    
    65,470
    
    
    $
    65,470
    
    
    $
    125,386
    
    
    $
    (175,450
    )
    
    $
    (417
    )
    
    $
    14,989Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,098
    
    
    
    
    
    
    
    19,098
    
    
    $
    19,098Preferred stock dividends
    
    
    29
    
    
    
    29
    
    
    
    230
    
    
    
    (678
    )
    
    
    
    
    
    
    (419
    )Stock options and
benefit plans
    
    
    1,388
    
    
    
    1,388
    
    
    
    4,055
    
    
    
    
    
    
    
    
    
    
    
    5,443Amortization of preferred
stock issuance costs
    
    
    
    
    
    
    
    
    
    
    (61
    )
    
    
    
    
    
    
    
    
    
    
    (61
    )Issuance for acquisition
deferred purchase price
payments
    
    
    683
    
    
    
    683
    
    
    
    5,317
    
    
    
    
    
    
    
    
    
    
    
    6,000Issuance for purchase and
retirement of debt
    
    
    3,852
    
    
    
    3,852
    
    
    
    25,944
    
    
    
    
    
    
    
    
    
    
    
    29,796Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111
    
    
    
    111
    
    
    
    111Balance at October 2, 2004
    
    
    71,422
    
    
    $
    71,422
    
    
    $
    160,871
    
    
    $
    (157,030
    )
    
    $
    (306
    )
    
    $
    74,957
    
    
    $
    19,209
 See accompanying Notes to Consolidated Financial Statements. 4




---



##### Table of Contents



CHAMPION ENTERPRISES, INC.
Notes to Consolidated Financial Statements
(Unaudited) 1. 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. All such adjustments are of a normal recurring
nature except for 2003 restructuring charges discussed in Note 2, the decrease
in the allowance for tax adjustments discussed in Note 3, the goodwill
impairment charges recorded in the third quarter of 2003 discussed in Note 4,
and the charge to retained earnings related to the induced conversion of the
Series C Preferred Stock recorded in the first quarter of 2003 and discussed in
Note 8. 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. The balance sheet as of January 3, 2004 was derived from audited
financial statements. The Company exited its consumer finance business in the third quarter of 2003
and as a result that segment has been reported as discontinued operations for
all periods presented. For a description of significant accounting policies used by Champion
Enterprises, Inc. (the Company) in the preparation of its consolidated
financial statements, please refer to Note 1 of Notes to Consolidated Financial
Statements in the Companys Annual Report on Form 10-K for the year ended
January 3, 2004. Certain amounts reported in previous periods have been reclassified to conform
to the 2004 presentation. The Company accounts for its stock-based employee compensation programs under
Accounting Principles Board (APB) Opinion No. 25. The additional disclosures
and pro forma information required by Statement of Financial Accounting
Standards (SFAS) No. 123 as amended by SFAS No. 148 follow. If compensation
costs for the Companys stock-based compensation plans had been determined
based on the fair value at the grant dates consistent with the requirements of
SFAS No. 123, pro forma net income (loss), income (loss) per share, and
stock-based compensation expense would have been as indicated below: Three Months EndedOctober 2,
    
    September 27,2004
    
    2003(In thousands, except per share amounts)Net income (loss)  as reported
    
    $
    9,989
    
    
    $
    (81,096
    )Net income (loss)  pro forma
    
    
    9,577
    
    
    
    (79,895
    )Basic income (loss) per share  as reported
    
    
    0.13
    
    
    
    (1.41
    )Diluted income (loss) per share  as reported
    
    
    0.12
    
    
    
    (1.41
    )Basic income (loss) per share  pro forma
    
    
    0.12
    
    
    
    (1.39
    )Diluted income (loss) per share  pro forma
    
    
    0.12
    
    
    
    (1.39
    )Stock-based employee compensation expense,
net of related tax effects  as reported
    
    
    256
    
    
    
    2,423Stock-based employee compensation expense,
net of related tax effects  pro forma
    
    
    668
    
    
    
    1,222
 Nine Months EndedOctober 2,
    
    September 27,2004
    
    2003(In thousands, except per share amounts)Net income (loss)  as reported
    
    $
    19,098
    
    
    $
    (99,494
    )Net income (loss)  pro forma
    
    
    18,521
    
    
    
    (99,497
    )Basic income (loss) per share  as reported
    
    
    0.25
    
    
    
    (1.84
    )Diluted income (loss) per share  as reported
    
    
    0.24
    
    
    
    (1.84
    )Basic income (loss) per share  pro forma
    
    
    0.24
    
    
    
    (1.84
    )Diluted income (loss) per share  pro forma
    
    
    0.23
    
    
    
    (1.84
    )Stock-based employee compensation expense,
net of related tax effects  as reported
    
    
    586
    
    
    
    2,696Stock-based employee compensation expense,
net of related tax effects  pro forma
    
    
    1,163
    
    
    
    2,699
 5




---



##### Table of Contents



2. During the quarter ended September 27, 2003, the Company announced the
closure of four manufacturing facilities, the relocation of one manufacturing
facility and the closure of 35 retail sales centers and recorded $26.9 million
of restructuring charges. Manufacturing charges totaled $20.6 million and
included $15.1 million of fixed asset impairment charges, $3.3 million of
additional warranty accruals and inventory write downs of $1.0 million. Retail
charges totaled $8.4 million and included $4.6 million of inventory write downs
and $2.0 million of fixed asset impairment charges. The inventory charges, net
of intercompany profit elimination of $2.1 million (credit), and the warranty
accruals were included in cost of sales. All other charges were included in
restructuring charges. The following table provides information regarding current year activity for
restructuring reserves. Nine Months Ended October 2, 20042003
    
    PriorClosures
    
    Closures
    
    Total(In thousands)Balance at beginning of year
    
    $
    4,280
    
    
    $
    3,793
    
    
    $
    8,073Cash payments:Warranty costs
    
    
    (1,039
    )
    
    
    (476
    )
    
    
    (1,515
    )Other closing costs
    
    
    (705
    )
    
    
    (285
    )
    
    
    (990
    )Reversals credited to earnings:Warranty costs
    
    
    
    
    
    
    (1,000
    )
    
    
    (1,000
    )Other closing costs
    
    
    (119
    )
    
    
    (44
    )
    
    
    (163
    )Balance at October 2, 2004
    
    $
    2,417
    
    
    $
    1,988
    
    
    $
    4,405Period end balance comprised of:Warranty costs
    
    $
    1,551
    
    
    $
    1,760
    
    
    $
    3,311Other closing costs
    
    
    866
    
    
    
    228
    
    
    
    1,094$
    2,417
    
    
    $
    1,988
    
    
    $
    4,405
 Warranty costs are expected to be paid over a three-year period after the
related closures. The reversal of warranty costs during the nine months ended
October 2, 2004 was due to better than expected payment experience. Other
closing costs are generally paid within one year of the related closures,
though certain lease payments at abandoned retail locations are paid up to
three years after the closures. The reversal of other closing costs during the
nine months ended October 2, 2004 consisted of adjustments to accruals for
employee severance and lease terminations. 3. The provisions for income tax (benefit) differ from the amount of income tax
(benefit) determined by applying the applicable U.S. statutory federal income
tax rate to pretax income (loss) from continuing operations as a result of the
following differences: Nine Months EndedOctober 2,
    
    September 27,2004
    
    2003(In thousands)Statutory U.S. tax rate
    
    $
    2,700
    
    
    $
    (28,600
    )(Decrease) increase in rate resulting from:Deferred tax valuation allowance
    
    
    (4,200
    )
    
    
    25,600Decrease in allowance for tax adjustments
    
    
    (12,000
    )
    
    
    State taxes, net of federal tax effect
    
    
    300
    
    
    
    250Other
    
    
    2,900
    
    
    
    800Total income tax benefit
    
    $
    (10,300
    )
    
    $
    (1,950
    )
 The Company currently provides a 100% valuation allowance for its deferred tax
assets. Deferred tax assets will continue to require a 100% valuation
allowance until the Company has demonstrated their realizability through
sustained profitability and/or from other factors. The Company has net
operating losses incurred in 2003 totaling $77 million that are available to
offset certain future taxable income. The effective tax rates for the nine
months ended October 2, 2004 and September 27, 2003 differ from the 35% federal
statutory rate in part because of this 6




---



##### Table of Contents



100% valuation allowance. The 2004 tax
rate was also affected by the decrease in the allowance for tax adjustments as
a result of the finalization of certain tax examinations. The 2003 tax rate
was also affected by a $3.0 million tax benefit for a reduction in the
valuation allowance, as a result of receiving a tax refund in 2003 that
exceeded the amount estimated as of December 28, 2002. 4. In the third quarter of 2003, as a result of the significant downsizing of
its operations in reaction to ongoing reductions in industry sales and in
accordance with SFAS No. 142, the Company performed a test for retail and
manufacturing goodwill impairment using the income approach. Under this method,
the fair value of the reporting unit is determined based on the present value
of estimated future cash flows that the reporting unit is expected to generate
over its remaining life. In applying this method, the Company was required to
make estimates of future operating trends and judgments about discount rates
and other variables. Actual future results could differ from these estimates.
In applying the income approach, it assumed a cash flow period of five years, a
discount rate of 12%, and a terminal value of the fifth years estimated cash
flows for the next five years. The results of this impairment test indicated
that retail goodwill had no value, resulting in a non-cash pretax impairment
charge equal to the then remaining balance of retail goodwill of $34.2 million,
which was recorded in the quarter ended September 27, 2003. 5. A summary of inventories by component follows: October 2,
    
    January 3,2004
    
    2004(In thousands)New manufactured homes
    
    $
    51,756
    
    
    $
    42,547Raw materials
    
    
    33,629
    
    
    
    25,953Work-in-process
    
    
    7,997
    
    
    
    6,204Other inventory
    
    
    30,630
    
    
    
    24,120$
    124,012
    
    
    $
    98,824
 Other inventory consists of pre-owned manufactured homes, land and park spaces
and improvements. 6. The Companys manufacturing operations generally provide retail homebuyers
with a twelve-month warranty from the date of purchase. Estimated warranty
costs are accrued as cost of sales at the time of sale. The warranty provision
and reserves are based on estimates of the amounts necessary to settle existing
and future claims for homes sold by the manufacturing operations as of the
balance sheet date. The following table summarizes the changes in accrued
product warranty obligations during the nine months ended October 2, 2004. A
portion of warranty reserves was classified as other long-term liabilities in
the consolidated balance sheet. Accrued WarrantyObligations(In thousands)Reserves at January 3, 2004
    
    $
    47,058Warranty expense provided, net
    
    
    34,327Cash warranty payments
    
    
    (40,078
    )Reserves at October 2, 2004
    
    $
    41,307
 7. Long-term debt by component consisted of the following: October 2,
    
    January 3,2004
    
    2004(In thousands)7.625% Senior Notes due 2009
    
    $
    89,273
    
    
    $
    113,71511.25% Senior Notes due 2007
    
    
    97,510
    
    
    
    111,010Obligations under industrial revenue bonds
    
    
    12,430
    
    
    
    18,145Other debt
    
    
    2,110
    
    
    
    2,598$
    201,323
    
    
    $
    245,468
 No Senior Notes or industrial revenue bonds were retired during the quarter
ended October 2, 2004 or September 27, 2003. During the quarter ended July 3,
2004, the Company purchased and retired $10.9 million of its Senior Notes 7




---



##### Table of Contents



due
2009 for cash payments of $10.4 million, resulting in a pretax gain of $0.5
million. During the first quarter of 2004, the Company purchased and retired
$13.5 million of the Senior Notes due 2009 and $13.5 million of the Senior
Notes due 2007 in exchange for Company common stock totaling 3.9 million
shares, resulting in a pretax loss of $3.2 million. Also during the first
quarter of 2004, the Company repaid a $5.7 million obligation under an
industrial revenue bond. During the six months ended June 28, 2003 the Company
purchased and retired $35.5 million of its Senior Notes due 2009 and $15.0
million of the Senior Notes due 2007 for cash payments of $35.8 million,
resulting in a pretax gain of $13.8 million. In January 2003, Champion Home Builders Co. (CHB), a wholly-owned subsidiary
of the Company, entered into a three-year, $75 million revolving credit
facility to be used in support of letters of credit and for general corporate
purposes. Availability under the credit facility is subject to a borrowing
base calculated as percentages of eligible accounts receivable, inventory and
fixed assets. The facility agreement contains certain financial covenants that
require the Company, only in the event that its liquidity, as defined, falls
below $35 million, to maintain certain levels of consolidated earnings before
interest, taxes, depreciation, amortization, non-cash restructuring costs and
gains from extinguishment of Senior Notes and certain ratios of earnings to
fixed charges, as defined. The line of credit is collateralized by accounts
receivable, inventories, property, plant, and equipment, cash and other assets.
As of October 2, 2004, facility availability was $65.1 million, of which $60.8
million was used for letters of credit issued under the facility. There were
no borrowings outstanding and the Companys liquidity was $128 million, which
was in excess of $35 million such that no financial covenants were in effect. The Company has two floor plan facilities with total availability of $19.6
million of which $13.9 million was outstanding at October 2, 2004. A $15
million floor plan financing facility contains a covenant requiring the
maintenance of a minimum $35 million of liquidity, as defined in the facility,
at each fiscal month end. In the event of non-compliance with this covenant,
the lender could terminate the credit line and cause the debt to become
immediately due and payable. As of October 2, 2004, the Company had
approximately $10.3 million outstanding under this facility and was in
compliance with the covenant. 8. During the first quarter of 2004, the preferred shareholder exercised its
right to purchase $12 million of Series B-2 preferred stock. At October 2,
2004 redeemable convertible preferred stock consisted of $8.75 million of
Series C and $12 million of Series B-2 with mandatory redemption dates of April
2, 2009 and July 3, 2008, respectively. Both Series have a 5% annual dividend
that is payable quarterly, at the Companys option, in cash or common stock. During the first quarter of 2003, terms of the Series C preferred stock were
amended to accelerate the modification of the conversion price to $5.66 and the
preferred shareholder agreed to convert $16.25 million of the Series C
cumulative convertible preferred stock by March 12, 2003. Upon conversion, 2.9
million shares of common stock were issued. This amendment to the preferred
stock terms was accounted for as an induced conversion, resulting in a charge
to retained earnings of $3.5 million during the first quarter of 2003. In connection with the issuance of the Series C preferred stock in 2002, the
Company issued to the preferred shareholder a warrant, which is currently
exercisable based on approximately 2.2 million shares at a strike price of
$11.52 per share. Annually, on April 2 of each year, the warrant strike price
increases by $0.75 per share. The warrant expires on April 2, 2009 and is
exercisable only on a non-cash, net basis, whereby the warrant holder would
receive shares of common stock as payment for any net gain upon exercise.
During the quarter and nine months ended October 2, 2004, as a result of
changes in the Companys common stock price, the Company recorded
mark-to-market charges of $2.3 million and $3.5 million, respectively, for the
change in estimated fair value of the warrant. 9. The majority of the Companys manufacturing sales to independent retailers
are made pursuant to repurchase agreements with lending institutions that
provide wholesale floor plan financing to the retailers. Pursuant to these
agreements, generally for a period of up to 24 months from invoice date of the
sale of the homes and upon default by the retailers and repossession by the
financial institution, the Company is obligated to purchase the related floor
plan loans or repurchase the homes from the lender. The contingent repurchase
obligation at October 2, 2004 was estimated to be approximately $250 million,
without reduction for the resale value of the homes. Losses under repurchase
obligations are determined by the difference between the repurchase price and
the estimated net proceeds from the resale of the homes. Repurchase losses
incurred on homes repurchased totaled $0.2 million for the nine months ended
October 2, 2004 and $0.8 million for the nine months ended September 27, 2003.
During the first quarter of 2003, wholesale repurchase reserves were increased
$3.2 million in connection with the extension of repurchase terms to 24 months
for certain national lenders and for the negative effects of market conditions
on the Companys largest independent retailer. During the second quarter of
2003, the Company agreed to extend both repurchase terms and the timing of
required principal curtailment payments by this independent retailer to
respective floor plan lenders resulting in a slightly higher repurchase
exposure to the Company for a longer period of time. 8




---



##### Table of Contents



At October 2, 2004 the Company was contingently obligated for approximately
$61.1 million under letters of credit, primarily comprised of $15.1 million to
support insurance reserves, $12.6 million to support long-term debt, $27.7
million to secure surety bonds and $5.0 million to support floor plan
facilities of independent retailers. Champion was also contingently obligated
for $31.8 million under surety bonds, generally to support insurance and
license and service bonding requirements. Approximately $27.8 million of the
letters of credit and $20.8 million of the surety bonds support insurance
reserves and long-term debt that are reflected as liabilities in the
consolidated balance sheet. At October 2, 2004 certain of the Companys subsidiaries were guarantors of
$5.6 million of debt of unconsolidated subsidiaries, none of which was
reflected in the consolidated balance sheet. These guarantees are several or
joint and several and are related to indebtedness of certain manufactured
housing community developments which are collateralized by the properties being
developed. The Company has provided various representations, warranties and other standard
indemnifications 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 which arise in the ordinary
course of its business. Management believes the ultimate liability with respect to these contingent
obligations will not have a material effect on the Companys financial
position, results of operations or cash flows. 10. Earnings per share calculations for 2004 include an allocation of income to
participating securities pursuant to the provisions of EITF 03-6,
Participating Securities and the Two-Class Method under FASB Statement No.
128 as discussed in Note 14. Prior periods have been restated, as necessary,
to conform. The Companys potentially dilutive securities consist of outstanding stock
options and awards, deferred purchase price obligations, convertible preferred
stock and common stock warrants. Convertible preferred stock and common stock
warrants were not considered in determining the denominator for diluted
earnings per share (EPS) in any period presented because the effect would
have been antidilutive. Outstanding stock options and deferred purchase price
obligations were not considered in determining the denominator for diluted
earnings per share (EPS) for the three and nine months ended September 27,
2003 because the effect would have been antidilutive. A reconciliation of the
numerators and denominators used in the Companys basic and diluted EPS
calculations follows: 9




---



##### Table of Contents



Three Months Ended
    
    Nine Months EndedOctober 2,
    
    September 27,
    
    October 2,
    
    September 27,2004
    
    2003
    
    2004
    
    2003NumeratorNet income (loss)
    
    $
    9,989
    
    
    $
    (81,096
    )
    
    $
    19,098
    
    
    $
    (99,494
    )Plus loss (less income) from discontinued
operations
    
    
    18
    
    
    
    9,461
    
    
    
    (1,118
    )
    
    
    19,756Less preferred stock dividends
    
    
    (259
    )
    
    
    (164
    )
    
    
    (678
    )
    
    
    (619
    )Less amount allocated to participating
securities holders
    
    
    (674
    )
    
    
    
    
    
    
    (1,146
    )
    
    
    Less charge to retained earnings for
induced conversion of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,488
    )Income (loss) from continuing operations
available to common shareholders
for basic and diluted EPS
    
    
    9,074
    
    
    
    (71,799
    )
    
    
    16,156
    
    
    
    (83,845
    )(Loss) income from discontinued
operations
    
    
    (18
    )
    
    
    (9,461
    )
    
    
    1,118
    
    
    
    (19,756
    )Less amount allocated to participating
securities
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    (Loss) income from discontinued
operations available to common
shareholders for basic and diluted EPS
    
    
    (18
    )
    
    
    (9,461
    )
    
    
    1,044
    
    
    
    (19,756
    )Income (loss) available to common
shareholders for basic and diluted EPS
    
    $
    9,056
    
    
    $
    (81,260
    )
    
    $
    17,200
    
    
    $
    (103,601
    )DenominatorShares for basic EPSweighted average
shares outstanding
    
    
    71,300
    
    
    
    57,498
    
    
    
    70,020
    
    
    
    56,260Plus effect of dilutive securitiesDeferred purchase price obligations
    
    
    423
    
    
    
    
    
    
    
    647
    
    
    
    Stock options and awards
    
    
    799
    
    
    
    
    
    
    
    943
    
    
    
    Shares for diluted EPS
    
    
    72,522
    
    
    
    57,498
    
    
    
    71,610
    
    
    
    56,260
 10




---



##### Table of Contents



11. The Company evaluates the performance of its manufacturing and retail
segments based on income (loss) before interest, income taxes and general
corporate expenses. Reconciliations of segment sales to consolidated net sales
and segment income (loss) to consolidated income (loss) from continuing
operations before income taxes follow: Three Months EndedOctober 2,
    
    September 27,2004
    
    2003(In thousands)Net salesManufacturing
    
    $
    269,498
    
    
    $
    260,997Retail
    
    
    72,976
    
    
    
    74,948Less: intercompany
    
    
    (26,800
    )
    
    
    (25,011
    )Consolidated net sales
    
    $
    315,674
    
    
    $
    310,934Income (loss) from continuing operations before income taxes:Manufacturing segment income (loss)
    
    $
    22,092
    
    
    $
    (10,111
    )Retail segment income (loss)
    
    
    1,591
    
    
    
    (9,360
    )General corporate expenses
    
    
    (6,505
    )
    
    
    (10,355
    )Mark-to-market charge for common stock warrant
    
    
    (2,300
    )
    
    
    (2,500
    )Goodwill impairment charges
    
    
    
    
    
    
    (34,183
    )Interest expense, net
    
    
    (4,271
    )
    
    
    (6,667
    )Intercompany eliminations
    
    
    200
    
    
    
    1,991Income (loss) from continuing operations before income taxes
    
    $
    10,807
    
    
    $
    (71,185
    )
 Nine Months EndedOctober 2,
    
    September 27,2004
    
    2003(In thousands)Net salesManufacturing
    
    $
    748,437
    
    
    $
    733,261Retail
    
    
    186,728
    
    
    
    203,109Less: intercompany
    
    
    (76,300
    )
    
    
    (86,986
    )Consolidated net sales
    
    $
    858,865
    
    
    $
    849,384Income (loss) from continuing operations before income taxes:Manufacturing segment income (loss)
    
    $
    44,313
    
    
    $
    (3,954
    )Retail segment income (loss)
    
    
    3,371
    
    
    
    (12,780
    )General corporate expenses
    
    
    (19,374
    )
    
    
    (24,076
    )Mark-to-market charge for common stock warrant
    
    
    (3,500
    )
    
    
    (2,500
    )(Loss) gain on debt retirement
    
    
    (2,776
    )
    
    
    13,833Goodwill impairment charges
    
    
    
    
    
    
    (34,183
    )Interest expense, net
    
    
    (13,854
    )
    
    
    (20,644
    )Intercompany eliminations
    
    
    (500
    )
    
    
    2,616Income (loss) from continuing operations before income taxes
    
    $
    7,680
    
    
    $
    (81,688
    )
 For the three and nine months ended September 27, 2003, manufacturing segment
income (loss) included $20.6 million of charges for restructurings announced
during the third quarter and $2.1 million of additional warranty expense for
manufacturing facilities closed in prior years. Manufacturing segment income
(loss) for the nine months ended September 27, 2003 also includes a $3.2
million increase in wholesale repurchase reserves in connection with the
extension of repurchase terms to 24 months for certain national lenders and for
the negative effects of market conditions on our largest independent retailer. For the three and nine months ended September 27, 2003, retail segment loss
included $8.4 million of restructuring charges incurred for the closure of 35
retail sales centers. Retail floor plan interest expense not charged to retail
segment income (loss) totaled $0.3 million and $0.9 million for the three and
nine months ended October 2, 2004, respectively, and $0.2 million and $1.1
million for the three and nine months ended September 27, 2003, respectively. In the third quarter of 2003, certain of the Companys executive officers
terminated employment with the Company. 11




---



##### Table of Contents



These terminations resulted in
severance and contract-related charges totaling $4.4 million, which are
included in general corporate expenses. 12. In 2003 the Company exited its consumer finance business. Income from
discontinued operations for the nine months ended October 2, 2004 consisted
primarily of a favorable adjustment from the settlement of remaining
contractual obligations. The loss from discontinued operations for the three
months ended September 27, 2003 included a goodwill impairment charge of $4.1
million and other exit costs. In addition, the loss from discontinued
operations for the nine months ended September 27, 2003 included charges
totaling $5.4 million to value its finance loans receivable at the lower of
cost or market as well as operating losses. 13. Commencing June 30, 2003, the Company engaged AlixPartners, LLC, a
consulting firm, one of whose Principals, Albert A. Koch, served until July 31,
2004 as the Companys Chairman of the Board of Directors, President and Chief
Executive Officer. On August 17, 2004 Mr. Koch resigned as a member of the
Companys Board of Directors. During the three and nine months ended October
2, 2004, the Company recorded expenses of $1.3 million and $3.7 million and
paid fees of $0.9 million and $2.4 million, respectively, to AlixPartners, LLC
and AP Services, LLC, its affiliate, for services rendered, including the
services of Mr. Koch. Related expenses and payments in the quarter ended
September 27, 2003 were $1.3 million and $0.8 million, respectively. 14. In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Entities. Under
previous practice, entities were included in consolidated financial statements
generally based on controlling voting interests or in other special situations.
Under this Interpretation, certain previously unconsolidated entities (often
referred to as special purpose entities) will be included in the consolidated
financial statements of the primary beneficiary as a result of non-voting
financial interests, which are established through contractual or other means.
The adoption of Interpretation No. 46 by the Company in the first quarter of
2004 had no material impact on the Companys financial statements for the three
and nine months ended October 2, 2004. In March 2004, the Emerging Issues Task Force (EITF) issued EITF Abstract
03-6, Participating Securities and the Two-Class method under FASB Statement
No. 128 (EITF 03-6). EITF 03-6 requires the use of the two-class method of
computing earnings per share for those enterprises with participating
securities or multiple classes of common stock. Participating securities are
those securities that may participate in dividends paid on common stock.
Allocation of earnings is made according to a pre-determined formula with, at
times, an upper limit on the extent of participation, regardless of whether
earnings would actually be distributed and whether there are limitations on a
companys ability to pay dividends. EITF 03-6 became effective on March 31,
2004 and was implemented by the Company in the quarter ended
July 3, 2004.
Prior periods have been restated, as necessary, to conform, which resulted in
the allocation of income to participating securities holders in periods with
net income. See Note 10. 15. During the second quarter of 2004, the Company issued 29,000 shares of
common stock in payment of preferred stock dividends totaling $0.3 million.
During the first quarter of 2004, the Company purchased and retired $13.5
million of its Senior Notes due 2009 and $13.5 million of its Senior Notes due
2007 in exchange for 3.9 million shares of Company common stock. In addition,
during the three and nine months ended October 2, 2004, the Company issued
214,000 shares and 683,000 shares of common stock, respectively, in payment of
$2.0 million and $6.0 million, respectively, of deferred purchase price
obligations. During the three and nine months ended September 27, 2003, the
Company issued 470,000 and 1,440,000 shares of common stock, respectively, in
payment of $2.0 million and $6.0 million, respectively, of deferred purchase
price obligations. 16. As of October 15, 2004, the Company sold the assets and business of its
Western retail region, comprised of four traditional sales centers and four
other sales locations that had sales of $11.9 million for the
nine months ended
October 2, 2004. The assets sold consisted primarily of new homes and other
inventory. The sale price was cash of approximately $4.1 million and the buyer
assumed certain liabilities of the business totaling approximately $0.3
million. No significant gain or loss will result from this transaction. 17. Substantially all subsidiaries of CHB are guarantors and the Company is a
subordinated guarantor of the Senior Notes due 2007. In addition, CHB is a
guarantor and substantially all of its subsidiaries are guarantors of the
Senior Notes due 2009 on a basis subordinated to their guarantees of the Senior
Notes due 2007. The non-guarantor subsidiaries include the Companys foreign
operations, its development companies and certain finance subsidiaries. 12




---



##### Table of Contents



Separate financial statements for each guarantor subsidiary are not included in
this filing because each guarantor subsidiary is 100%-owned and the guarantees
are full and unconditional, as well as joint and several, for the Senior Notes
due 2009 and for the Senior Notes due 2007. There were no significant
restrictions on the ability of the parent company or any guarantor subsidiary
to obtain funds from its subsidiaries by dividend or loan. The following condensed consolidating financial information presents the
financial position, results of operations and cash flows of (i) the Company
(Parent) and CHB, as parents, as if they accounted for their subsidiaries on
the equity method; (ii) the guarantor subsidiaries, and (iii) the non-guarantor
subsidiaries. 13




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   Non-Guarantor
    
    guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)Net sales
    
    $
    
    
    
    $
    80,966
    
    
    $
    247,593
    
    
    $
    13,915
    
    
    $
    (26,800
    )
    
    $
    315,674Cost of sales
    
    
    
    
    
    
    69,399
    
    
    
    204,256
    
    
    
    10,751
    
    
    
    (27,000
    )
    
    
    257,406Gross margin
    
    
    
    
    
    
    11,567
    
    
    
    43,337
    
    
    
    3,164
    
    
    
    200
    
    
    
    58,268Selling, general and
administrative expenses
    
    
    
    
    
    
    6,007
    
    
    
    33,131
    
    
    
    1,752
    
    
    
    
    
    
    
    40,890Mark-to-market charge for common stock
warrant
    
    
    2,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300Operating (loss) income
    
    
    (2,300
    )
    
    
    5,560
    
    
    
    10,206
    
    
    
    1,412
    
    
    
    200
    
    
    
    15,078Interest income
    
    
    1,716
    
    
    
    1,832
    
    
    
    558
    
    
    
    39
    
    
    
    (3,547
    )
    
    
    598Interest expense
    
    
    (1,716
    )
    
    
    (2,783
    )
    
    
    (3,917
    )
    
    
    
    
    
    
    3,547
    
    
    
    (4,869
    )(Loss) income from continuing operations
before income taxes
    
    
    (2,300
    )
    
    
    4,609
    
    
    
    6,847
    
    
    
    1,451
    
    
    
    200
    
    
    
    10,807Income tax expense
    
    
    
    
    
    
    50
    
    
    
    50
    
    
    
    700
    
    
    
    
    
    
    
    800(Loss) income from continuing operations
    
    
    (2,300
    )
    
    
    4,559
    
    
    
    6,797
    
    
    
    751
    
    
    
    200
    
    
    
    10,007Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    (18
    )(Loss) income before equity in income
of consolidated subsidiaries
    
    
    (2,300
    )
    
    
    4,559
    
    
    
    6,779
    
    
    
    751
    
    
    
    200
    
    
    
    9,989Equity in income of consolidated
subsidiaries
    
    
    12,089
    
    
    
    7,530
    
    
    
    
    
    
    
    
    
    
    
    (19,619
    )
    
    
    Net income
    
    $
    9,789
    
    
    $
    12,089
    
    
    $
    6,779
    
    
    $
    751
    
    
    $
    (19,419
    )
    
    $
    9,989
 14




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   Non-Guarantor
    
    guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)Net sales
    
    $
    
    
    
    $
    217,768
    
    
    $
    682,426
    
    
    $
    34,971
    
    
    $
    (76,300
    )
    
    $
    858,865Cost of sales
    
    
    
    
    
    
    188,035
    
    
    
    572,771
    
    
    
    27,379
    
    
    
    (75,800
    )
    
    
    712,385Gross margin
    
    
    
    
    
    
    29,733
    
    
    
    109,655
    
    
    
    7,592
    
    
    
    (500
    )
    
    
    146,480Selling, general and
administrative expenses
    
    
    
    
    
    
    20,599
    
    
    
    93,141
    
    
    
    4,930
    
    
    
    
    
    
    
    118,670Mark-to-market charge for common stock
warrant
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,500Loss on debt retirement
    
    
    12
    
    
    
    2,696
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    
    2,776Operating (loss) income
    
    
    (3,512
    )
    
    
    6,438
    
    
    
    16,446
    
    
    
    2,662
    
    
    
    (500
    )
    
    
    21,534Interest income
    
    
    5,621
    
    
    
    5,597
    
    
    
    1,193
    
    
    
    83
    
    
    
    (11,218
    )
    
    
    1,276Interest expense
    
    
    (5,621
    )
    
    
    (8,449
    )
    
    
    (12,277
    )
    
    
    (1
    )
    
    
    11,218
    
    
    
    (15,130
    )(Loss) income from continuing operations
before income taxes
    
    
    (3,512
    )
    
    
    3,586
    
    
    
    5,362
    
    
    
    2,744
    
    
    
    (500
    )
    
    
    7,680Income tax expense (benefit)
    
    
    
    
    
    
    150
    
    
    
    (11,850
    )
    
    
    1,400
    
    
    
    
    
    
    
    (10,300
    )(Loss) income from continuing operations
    
    
    (3,512
    )
    
    
    3,436
    
    
    
    17,212
    
    
    
    1,344
    
    
    
    (500
    )
    
    
    17,980Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,135
    
    
    
    (17
    )
    
    
    
    
    
    
    1,118(Loss) income before equity in income
of consolidated subsidiaries
    
    
    (3,512
    )
    
    
    3,436
    
    
    
    18,347
    
    
    
    1,327
    
    
    
    (500
    )
    
    
    19,098Equity in income of consolidated
subsidiaries
    
    
    23,110
    
    
    
    19,674
    
    
    
    
    
    
    
    
    
    
    
    (42,784
    )
    
    
    Net income
    
    $
    19,598
    
    
    $
    23,110
    
    
    $
    18,347
    
    
    $
    1,327
    
    
    $
    (43,284
    )
    
    $
    19,098
 15




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   Non-Guarantor
    
    guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    
    
    
    $
    113,316
    
    
    $
    2,475
    
    
    $
    16,987
    
    
    $
    (71
    )
    
    $
    132,707Restricted cash
    
    
    
    
    
    
    309
    
    
    
    220
    
    
    
    
    
    
    
    
    
    
    
    529Accounts receivable, trade
    
    
    
    
    
    
    13,917
    
    
    
    29,613
    
    
    
    859
    
    
    
    (4,216
    )
    
    
    40,173Inventories
    
    
    
    
    
    
    16,365
    
    
    
    108,390
    
    
    
    3,257
    
    
    
    (4,000
    )
    
    
    124,012Other current assets
    
    
    
    
    
    
    8,469
    
    
    
    97,473
    
    
    
    298
    
    
    
    (92,756
    )
    
    
    13,484Total current assets
    
    
    
    
    
    
    152,376
    
    
    
    238,171
    
    
    
    21,401
    
    
    
    (101,043
    )
    
    
    310,905Property, plant and equipment, net
    
    
    
    
    
    
    26,654
    
    
    
    62,100
    
    
    
    2,120
    
    
    
    
    
    
    
    90,874Goodwill
    
    
    
    
    
    
    
    
    
    
    125,783
    
    
    
    770
    
    
    
    
    
    
    
    126,553Investment in consolidated
subsidiaries
    
    
    30,120
    
    
    
    319,702
    
    
    
    137,221
    
    
    
    6,817
    
    
    
    (493,860
    )
    
    
    Non-current assets of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Other non-current assets
    
    
    734
    
    
    
    3,057
    
    
    
    6,361
    
    
    
    8,665
    
    
    
    
    
    
    
    18,817$
    30,854
    
    
    $
    501,789
    
    
    $
    569,645
    
    
    $
    39,773
    
    
    $
    (594,903
    )
    
    $
    547,158Liabilities, Redeemable Convertible
Preferred Stock and Shareholders
EquityCurrent liabilitiesFloor plan payable
    
    $
    
    
    
    $
    
    
    
    $
    13,861
    
    
    $
    
    
    
    $
    
    
    
    $
    13,861Accounts payable
    
    
    
    
    
    
    11,537
    
    
    
    24,446
    
    
    
    2,074
    
    
    
    (1,857
    )
    
    
    36,200Accrued warranty obligations
    
    
    
    
    
    
    7,346
    
    
    
    26,582
    
    
    
    879
    
    
    
    
    
    
    
    34,807Accrued volume rebates
    
    
    
    
    
    
    10,200
    
    
    
    17,333
    
    
    
    1,947
    
    
    
    (100
    )
    
    
    29,380Current liabilities of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    108Other current liabilities
    
    
    2,591
    
    
    
    121,965
    
    
    
    65,106
    
    
    
    (350
    )
    
    
    (92,657
    )
    
    
    96,655Total current liabilities
    
    
    2,591
    
    
    
    151,048
    
    
    
    147,436
    
    
    
    4,550
    
    
    
    (94,614
    )
    
    
    211,011Long-term liabilitiesLong-term debt
    
    
    89,273
    
    
    
    104,912
    
    
    
    7,138
    
    
    
    
    
    
    
    
    
    
    
    201,323Other long-term liabilities
    
    
    6,800
    
    
    
    8,210
    
    
    
    23,970
    
    
    
    137
    
    
    
    
    
    
    
    39,11796,073
    
    
    
    113,122
    
    
    
    31,108
    
    
    
    137
    
    
    
    
    
    
    
    240,440Intercompany balances
    
    
    (155,844
    )
    
    
    (35,115
    )
    
    
    521,797
    
    
    
    5,237
    
    
    
    (336,075
    )
    
    
    Redeemable convertiblepreferred stock
    
    
    20,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,750Shareholders equityCommon stock
    
    
    71,422
    
    
    
    1
    
    
    
    59
    
    
    
    4
    
    
    
    (64
    )
    
    
    71,422Capital in excess of par value
    
    
    160,871
    
    
    
    613,336
    
    
    
    274,318
    
    
    
    32,733
    
    
    
    (920,387
    )
    
    
    160,871Accumulated deficit
    
    
    (165,009
    )
    
    
    (340,603
    )
    
    
    (405,073
    )
    
    
    (2,582
    )
    
    
    756,237
    
    
    
    (157,030
    )Accumulated other
comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (306
    )
    
    
    
    
    
    
    (306
    )Total shareholders equity
    
    
    67,284
    
    
    
    272,734
    
    
    
    (130,696
    )
    
    
    29,849
    
    
    
    (164,214
    )
    
    
    74,957$
    30,854
    
    
    $
    501,789
    
    
    $
    569,645
    
    
    $
    39,773
    
    
    $
    (594,903
    )
    
    $
    547,158
 16




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   Non-Guarantor
    
    guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)Net cash provided by (used for)
operating activities
    
    $
    4,996
    
    
    $
    (20,145
    )
    
    $
    (4,323
    )
    
    $
    4,148
    
    
    $
    (592
    )
    
    $
    (15,916
    )Net cash used for discontinued
operations
    
    
    
    
    
    
    
    
    
    
    (1,871
    )
    
    
    (17
    )
    
    
    
    
    
    
    (1,888
    )Cash flows
from investing activitiesAdditions to property plant and
equipment

    
    
    
    
    
    
    (1,153
    )
    
    
    (4,966
    )
    
    
    (346
    )
    
    
    
    
    
    
    (6,465
    )Investments in and advances to
unconsolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    (109
    )
    
    
    
    
    
    
    (163
    )Investments in and advances
to consolidated subsidiaries
    
    
    (11,336
    )
    
    
    5,540
    
    
    
    4,955
    
    
    
    320
    
    
    
    521
    
    
    
    Proceeds on disposal of fixed assets
    
    
    
    
    
    
    1
    
    
    
    3,596
    
    
    
    48
    
    
    
    
    
    
    
    3,645Net cash provided by (used
for) investing activities
    
    
    (11,336
    )
    
    
    4,388
    
    
    
    3,531
    
    
    
    (87
    )
    
    
    521
    
    
    
    (2,983
    )Cash flows from financing activitiesDecrease in floor plan payable, net
    
    
    
    
    
    
    
    
    
    
    (233
    )
    
    
    (29
    )
    
    
    
    
    
    
    (262
    )Decrease in other long-term debt
    
    
    
    
    
    
    
    
    
    
    (6,340
    )
    
    
    
    
    
    
    
    
    
    
    (6,340
    )Purchase of Senior Notes
    
    
    (10,395
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,395
    )Decrease in restricted cash
    
    
    
    
    
    
    1
    
    
    
    7,887
    
    
    
    
    
    
    
    
    
    
    
    7,888Preferred stock issued, net
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000Common stock issued, net
    
    
    5,154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,154Dividends paid on preferred stock
    
    
    (419
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (419
    )Net cash provided by (used
for) financing activities
    
    
    6,340
    
    
    
    1
    
    
    
    1,314
    
    
    
    (29
    )
    
    
    
    
    
    
    7,626Net (decrease) increase in cash and
cash equivalents
    
    
    
    
    
    
    (15,756
    )
    
    
    (1,349
    )
    
    
    4,015
    
    
    
    (71
    )
    
    
    (13,161
    )Cash and cash equivalents at
beginning of period
    
    
    
    
    
    
    129,072
    
    
    
    3,824
    
    
    
    12,972
    
    
    
    
    
    
    
    145,868Cash and cash equivalents at
end of period
    
    $
    
    
    
    $
    113,316
    
    
    $
    2,475
    
    
    $
    16,987
    
    
    $
    (71
    )
    
    $
    132,707
 17




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   Non-Guarantor
    
    guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)Net sales
    
    $
    
    
    
    $
    64,317
    
    
    $
    260,723
    
    
    $
    10,905
    
    
    $
    (25,011
    )
    
    $
    310,934Cost of sales
    
    
    
    
    
    
    61,424
    
    
    
    228,278
    
    
    
    8,615
    
    
    
    (27,200
    )
    
    
    271,117Gross margin
    
    
    
    
    
    
    2,893
    
    
    
    32,445
    
    
    
    2,290
    
    
    
    2,189
    
    
    
    39,817Selling, general and
administrative expenses
    
    
    
    
    
    
    19,729
    
    
    
    26,195
    
    
    
    1,430
    
    
    
    198
    
    
    
    47,552Goodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    34,183
    
    
    
    
    
    
    
    
    
    
    
    34,183Restructuring charges
    
    
    
    
    
    
    304
    
    
    
    19,796
    
    
    
    
    
    
    
    
    
    
    
    20,100Mark-to-market charge for common stock
warrant
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500Operating (loss) income
    
    
    (2,500
    )
    
    
    (17,140
    )
    
    
    (47,729
    )
    
    
    860
    
    
    
    1,991
    
    
    
    (64,518
    )Interest income
    
    
    2,657
    
    
    
    2,892
    
    
    
    188
    
    
    
    18
    
    
    
    (5,426
    )
    
    
    329Interest expense
    
    
    (2,657
    )
    
    
    (3,893
    )
    
    
    (5,871
    )
    
    
    (1
    )
    
    
    5,426
    
    
    
    (6,996
    )(Loss) income from continuing operations
before income taxes
    
    
    (2,500
    )
    
    
    (18,141
    )
    
    
    (53,412
    )
    
    
    877
    
    
    
    1,991
    
    
    
    (71,185
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450
    
    
    
    
    
    
    
    450(Loss) income from continuing operations
    
    
    (2,500
    )
    
    
    (18,141
    )
    
    
    (53,412
    )
    
    
    427
    
    
    
    1,991
    
    
    
    (71,635
    )(Loss) income from discontinued
operations
    
    
    
    
    
    
    
    
    
    
    (9,153
    )
    
    
    (964
    )
    
    
    656
    
    
    
    (9,461
    )(Loss) income before equity in (loss)
income of consolidated subsidiaries
    
    
    (2,500
    )
    
    
    (18,141
    )
    
    
    (62,565
    )
    
    
    (537
    )
    
    
    2,647
    
    
    
    (81,096
    )Equity in (loss) income of
consolidated subsidiaries
    
    
    (81,243
    )
    
    
    (63,102
    )
    
    
    
    
    
    
    
    
    
    
    144,345
    
    
    
    Net (loss) income
    
    $
    (83,743
    )
    
    $
    (81,243
    )
    
    $
    (62,565
    )
    
    $
    (537
    )
    
    $
    146,992
    
    
    $
    (81,096
    )
 18




---



##### Table of Contents



CHAMPION ENTERPRISES, INC. 
   Non-Guarantor
    
    guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)Net sales
    
    $
    
    
    
    $
    174,252
    
    
    $
    731,121
    
    
    $
    30,997
    
    
    $
    (86,986
    )
    
    $
    849,384Cost of sales
    
    
    
    
    
    
    158,682
    
    
    
    634,398
    
    
    
    24,764
    
    
    
    (89,800
    )
    
    
    728,044Gross margin
    
    
    
    
    
    
    15,570
    
    
    
    96,723
    
    
    
    6,233
    
    
    
    2,814
    
    
    
    121,340Selling, general and
administrative expenses
    
    
    
    
    
    
    40,210
    
    
    
    94,835
    
    
    
    4,191
    
    
    
    198
    
    
    
    139,434Goodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    34,183
    
    
    
    
    
    
    
    
    
    
    
    34,183Restructuring charges
    
    
    
    
    
    
    304
    
    
    
    19,796
    
    
    
    
    
    
    
    
    
    
    
    20,100Mark-to-market charge for common stock
warrant
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500Gain on debt retirement
    
    
    (12,555
    )
    
    
    (1,278
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,833
    )Operating income (loss)
    
    
    10,055
    
    
    
    (23,666
    )
    
    
    (52,091
    )
    
    
    2,042
    
    
    
    2,616
    
    
    
    (61,044
    )Interest income
    
    
    8,543
    
    
    
    8,836
    
    
    
    1,099
    
    
    
    116
    
    
    
    (17,379
    )
    
    
    1,215Interest expense
    
    
    (8,543
    )
    
    
    (11,749
    )
    
    
    (18,928
    )
    
    
    (18
    )
    
    
    17,379
    
    
    
    (21,859
    )Income (loss) from continuing operations
before income taxes
    
    
    10,055
    
    
    
    (26,579
    )
    
    
    (69,920
    )
    
    
    2,140
    
    
    
    2,616
    
    
    
    (81,688
    )Income tax expense (benefit)
    
    
    403
    
    
    
    (9,521
    )
    
    
    7,423
    
    
    
    (255
    )
    
    
    
    
    
    
    (1,950
    )Income (loss) from continuing operations
    
    
    9,652
    
    
    
    (17,058
    )
    
    
    (77,343
    )
    
    
    2,395
    
    
    
    2,616
    
    
    
    (79,738
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (16,733
    )
    
    
    (866
    )
    
    
    (2,157
    )
    
    
    (19,756
    )Income (loss) before equity in (loss)
income of consolidated subsidiaries
    
    
    9,652
    
    
    
    (17,058
    )
    
    
    (94,076
    )
    
    
    1,529
    
    
    
    459
    
    
    
    (99,494
    )Equity in (loss) income of
consolidated subsidiaries
    
    
    (109,605
    )
    
    
    (92,547
    )
    
    
    
    
    
    
    
    
    
    
    202,152
    
    
    
    Net (loss) income
    
    $
    (99,953
    )
    
    $
    (109,605
    )
    
    $
    (94,076
    )
    
    $
    1,529
    
    
    $
    202,611
    
    
    $
    (99,494
    )
 19




---



##### Table of Contents



CHAMPION ENTERPRISES, INC.
Condensed Consolidating Balance Sheet
As of January 3, 2004 Guarantor
    
    Non-guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    
    
    
    $
    129,072
    
    
    $
    3,824
    
    
    $
    12,972
    
    
    $
    
    
    
    $
    145,868Restricted cash
    
    
    
    
    
    
    310
    
    
    
    8,031
    
    
    
    
    
    
    
    
    
    
    
    8,341Accounts receivable, trade
    
    
    
    
    
    
    5,952
    
    
    
    13,229
    
    
    
    892
    
    
    
    (6,300
    )
    
    
    13,773Inventories
    
    
    
    
    
    
    11,862
    
    
    
    85,182
    
    
    
    1,930
    
    
    
    (150
    )
    
    
    98,824Other current assets
    
    
    
    
    
    
    17,900
    
    
    
    92,872
    
    
    
    415
    
    
    
    (92,862
    )
    
    
    18,325Total current assets
    
    
    
    
    
    
    165,096
    
    
    
    203,138
    
    
    
    16,209
    
    
    
    (99,312
    )
    
    
    285,131Property, plant and equipment, net
    
    
    
    
    
    
    27,913
    
    
    
    65,831
    
    
    
    2,077
    
    
    
    
    
    
    
    95,821Goodwill
    
    
    
    
    
    
    
    
    
    
    125,783
    
    
    
    754
    
    
    
    
    
    
    
    126,537Investment in consolidated
subsidiaries
    
    
    18,441
    
    
    
    315,730
    
    
    
    110,039
    
    
    
    6,866
    
    
    
    (451,076
    )
    
    
    Non-current assets of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    
    68Other non-current assets
    
    
    1,095
    
    
    
    9,067
    
    
    
    1,809
    
    
    
    8,772
    
    
    
    
    
    
    
    20,743$
    19,536
    
    
    $
    517,806
    
    
    $
    506,668
    
    
    $
    34,678
    
    
    $
    (550,388
    )
    
    $
    528,300Liabilities, Redeemable
Convertible Preferred Stock and
Shareholders EquityCurrent liabilitiesFloor plan payable
    
    $
    
    
    
    $
    
    
    
    $
    14,094
    
    
    $
    29
    
    
    $
    
    
    
    $
    14,123Accounts payable
    
    
    
    
    
    
    6,774
    
    
    
    19,273
    
    
    
    777
    
    
    
    (100
    )
    
    
    26,724Accrued warranty obligations
    
    
    
    
    
    
    10,926
    
    
    
    28,858
    
    
    
    774
    
    
    
    
    
    
    
    40,558Accrued volume rebates
    
    
    
    
    
    
    9,580
    
    
    
    19,841
    
    
    
    1,872
    
    
    
    
    
    
    
    31,293Current liabilities of
discontinued operations
    
    
    
    
    
    
    
    
    
    
    3,177
    
    
    
    (4
    )
    
    
    
    
    
    
    3,173Other current liabilities
    
    
    1,078
    
    
    
    138,008
    
    
    
    48,764
    
    
    
    685
    
    
    
    (92,762
    )
    
    
    95,773Total current liabilities
    
    
    1,078
    
    
    
    165,288
    
    
    
    134,007
    
    
    
    4,133
    
    
    
    (92,862
    )
    
    
    211,644Long-term liabilitiesLong-term debt
    
    
    113,715
    
    
    
    118,444
    
    
    
    13,309
    
    
    
    
    
    
    
    
    
    
    
    245,468Other long-term liabilities
    
    
    3,300
    
    
    
    34,417
    
    
    
    9,659
    
    
    
    134
    
    
    
    
    
    
    
    47,510117,015
    
    
    
    152,861
    
    
    
    22,968
    
    
    
    134
    
    
    
    
    
    
    
    292,978Intercompany balances
    
    
    (113,635
    )
    
    
    (41,151
    )
    
    
    487,574
    
    
    
    2,959
    
    
    
    (335,747
    )
    
    
    Redeemable convertible
preferred stock
    
    
    8,689
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,689Shareholders equityCommon stock
    
    
    65,470
    
    
    
    1
    
    
    
    59
    
    
    
    4
    
    
    
    (64
    )
    
    
    65,470Capital in excess of par value
    
    
    125,386
    
    
    
    613,336
    
    
    
    273,160
    
    
    
    34,740
    
    
    
    (921,236
    )
    
    
    125,386Accumulated deficit
    
    
    (184,467
    )
    
    
    (372,529
    )
    
    
    (411,100
    )
    
    
    (6,875
    )
    
    
    799,521
    
    
    
    (175,450
    )Accumulated other
comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (417
    )
    
    
    
    
    
    
    (417
    )Total shareholders equity
    
    
    6,389
    
    
    
    240,808
    
    
    
    (137,881
    )
    
    
    27,452
    
    
    
    (121,779
    )
    
    
    14,989$
    19,536
    
    
    $
    517,806
    
    
    $
    506,668
    
    
    $
    34,678
    
    
    $
    (550,388
    )
    
    $
    528,300
 20




---



##### Table of Contents



CHAMPION ENTERPRISES, INC.
Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 27, 2003 Guarantor
    
    Non-guarantor
    
    ConsolidatingParent
    
    CHB
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    Consolidated(In thousands)Net cash provided by (used for)
operating activities
    
    $
    10,172
    
    
    $
    76,616
    
    
    $
    (35,069
    )
    
    $
    3,165
    
    
    $
    816
    
    
    $
    55,700Net cash (used for) provided by
discontinued operations
    
    
    
    
    
    
    
    
    
    
    (5,903
    )
    
    
    11,079
    
    
    
    144
    
    
    
    5,320Cash flows from investing activitiesAcquisition deferred purchase price
payments
    
    
    
    
    
    
    
    
    
    
    (3,882
    )
    
    
    
    
    
    
    
    
    
    
    (3,882
    )Additions to property plant and
equipment
    
    
    
    
    
    
    (894
    )
    
    
    (3,261
    )
    
    
    (213
    )
    
    
    
    
    
    
    (4,368
    )Investments in and advances to
unconsolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (446
    )
    
    
    
    
    
    
    (446
    )Investments in and advances
to consolidated subsidiaries
    
    
    12,300
    
    
    
    (46,060
    )
    
    
    48,773
    
    
    
    (14,053
    )
    
    
    (960
    )
    
    
    Proceeds on disposal of fixed assets
    
    
    
    
    
    
    694
    
    
    
    2,899
    
    
    
    1,600
    
    
    
    
    
    
    
    5,193Net cash provided by (used
for) investing activities
    
    
    12,300
    
    
    
    (46,260
    )
    
    
    44,529
    
    
    
    (13,112
    )
    
    
    (960
    )
    
    
    (3,503
    )Cash flows from financing activitiesDecrease in floor plan payable, net
    
    
    
    
    
    
    
    
    
    
    (1,951
    )
    
    
    (354
    )
    
    
    
    
    
    
    (2,305
    )Decrease in other long-term debt
    
    
    
    
    
    
    (83
    )
    
    
    (328
    )
    
    
    (69
    )
    
    
    
    
    
    
    (480
    )Purchase of Senior Notes
    
    
    (22,599
    )
    
    
    (13,231
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,830
    )Increase in deferred financing costs
    
    
    
    
    
    
    (1,985
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,985
    )Decrease in restricted cash
    
    
    
    
    
    
    49,174
    
    
    
    538
    
    
    
    659
    
    
    
    
    
    
    
    50,371Common stock issued, net
    
    
    1,064
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,064Dividends paid on preferred stock
    
    
    (937
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (937
    )Net cash (used for) provided by
financing activities
    
    
    (22,472
    )
    
    
    33,875
    
    
    
    (1,741
    )
    
    
    236
    
    
    
    
    
    
    
    9,898Net increase in cash and
cash equivalents
    
    
    
    
    
    
    64,231
    
    
    
    1,816
    
    
    
    1,368
    
    
    
    
    
    
    
    67,415Cash and cash equivalents at
beginning of period
    
    
    
    
    
    
    68,628
    
    
    
    (1,913
    )
    
    
    10,666
    
    
    
    
    
    
    
    77,381Cash and cash equivalents at
end of period
    
    $
    
    
    
    $
    132,859
    
    
    $
    (97
    )
    
    $
    12,034
    
    
    $
    
    
    
    $
    144,796
 21




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations. CHAMPION ENTERPRISES, INC. Results of Operations
Three and Nine Months Ended October 2, 2004
versus the Three and Nine Months Ended September 27, 2003 Overview We are a leading producer of factory-built housing in the U.S. As of
October 2, 2004, we operated 29 homebuilding facilities in 14 states and two
provinces in western Canada. As of October 2, 2004, our manufactured homes
were sold through 81 Company-owned sales centers in 21 states, consisting of 58
traditional locations and 23 other sales locations. Our homes are also sold
through approximately 2,400 independent sales centers across the U.S. and
western Canada and directly to an estimated 500 builders and developers. More
than 825 of the independent retailer locations were members of our Champion
Home Centers (CHC) retail distribution network. Our pretax income from continuing operations in the third quarter of 2004
increased by $82.0 million over the third quarter of 2003, of which $61.1
million was related to 2003 charges for goodwill impairment and restructurings.
Our results for the quarter showed improvements in the manufacturing and
retail segments as compared to results in the third quarter of 2003, partly as
a result of our restructuring actions in 2003 and prior years to eliminate
under-performing operations and rationalize our operations and capacity in
light of industry conditions. In addition, our manufacturing operations showed
improved results in the quarter versus the third quarter of 2003 as a result of
improved pricing and purchasing, as well as production efficiencies from
operating many of our plants with stronger backlogs. Net interest expense in the quarter was lower by $2.4 million due to debt
reduction. During the nine months ended October 2, 2004, we continued to focus
on improving our financial position and reducing debt. We purchased and
retired $37.9 million of our Senior Notes in exchange for payments of our
common stock totaling 3.9 million shares and cash totaling $10.4 million,
resulting in a net pretax loss of $2.8 million. We also repaid a $5.7 million
industrial revenue bond. Since the beginning of 2003, we have reduced
indebtedness by approximately $180 million. According to data reported by the Institute for Building Technology and
Safety (IBTS), U.S. industry manufacturing shipments of HUD code homes for
the first eight months of 2004 declined by 4.3% from shipments in the
comparable 2003 period. According to data reported by Manufactured Housing
Institute, U.S. industry manufacturing shipments of modular homes for the first
six months of 2004 increased 15% from shipments in the comparable 2003 period. We are focusing on matching our manufacturing capacity and number of
Company-owned retail sales centers to industry conditions, and improving or
eliminating under-performing manufacturing facilities and retail sales centers.
We continually review our manufacturing capacity and the number and locations
of Company-owned retail sales centers and will make further adjustments as
deemed necessary. 22




---



##### Table of Contents



Consolidated Results Three Months Ended
    
    %October 2, 2004
    
    September 27, 2003
    
    Change(Dollars in millions)Net salesManufacturing
    
    $
    269.5
    
    
    $
    261.0
    
    
    
    3
    %Retail
    
    
    73.0
    
    
    
    74.9
    
    
    
    (3
    %)Less: Intercompany
    
    
    (26.8
    )
    
    
    (25.0
    )Total net sales
    
    $
    315.7
    
    
    $
    310.9
    
    
    
    2
    %Gross margin
    
    $
    58.3
    
    
    $
    39.8
    
    
    
    46
    %Selling, general and administrative expenses (SG&A)
    
    
    40.9
    
    
    
    47.5
    
    
    
    (14
    %)Mark to market charge for common stock warrant
    
    
    2.3
    
    
    
    2.5
    
    
    
    (8
    %)Goodwill impairment charges
    
    
    
    
    
    
    34.2Restructuring charges
    
    
    
    
    
    
    20.1Operating income (loss)
    
    $
    15.1
    
    
    $
    (64.5
    )As a percent of net salesGross margin
    
    
    18.5
    %
    
    
    12.8
    %SG&A
    
    
    13.0
    %
    
    
    15.3
    %Operating income (loss)
    
    
    4.8
    %
    
    
    (20.7
    %)
 Nine Months Ended
    
    %October 2, 2004
    
    September 27, 2003
    
    Change(Dollars in millions)Net salesManufacturing
    
    $
    748.5
    
    
    $
    733.3
    
    
    
    2
    %Retail
    
    
    186.7
    
    
    
    203.1
    
    
    
    (8
    %)Less: Intercompany
    
    
    (76.3
    )
    
    
    (87.0
    )Total net sales
    
    $
    858.9
    
    
    $
    849.4
    
    
    
    1
    %Gross margin
    
    $
    146.5
    
    
    $
    121.4
    
    
    
    21
    %Selling, general and administrative expenses (SG&A)
    
    
    118.7
    
    
    
    139.4
    
    
    
    (15
    %)Mark to market charge for common stock warrant
    
    
    3.5
    
    
    
    2.5
    
    
    
    40
    %Goodwill impairment charges
    
    
    
    
    
    
    34.2Restructuring charges
    
    
    
    
    
    
    20.1Loss (gain) on debt retirement
    
    
    2.8
    
    
    
    (13.8
    )Operating income (loss)
    
    $
    21.5
    
    
    $
    (61.0
    )As a percent of net salesGross margin
    
    
    17.1
    %
    
    
    14.3
    %SG&A
    
    
    13.8
    %
    
    
    16.4
    %Operating income (loss)
    
    
    2.5
    %
    
    
    (7.2
    %)
 Net sales for the quarter and nine months ended October 2, 2004 increased
from the comparable period in 2003 due primarily to sales price increases in
both segments, partially offset by selling fewer homes as a result of operating
fewer manufacturing facilities and retail sales centers. During the quarter
ended October 2, 2004, we operated 29 manufacturing facilities and an average
of 80 retail sales centers compared to 34 manufacturing facilities and an
average of 98 sales centers during the third quarter of 2003. Gross margin for the three and nine months ended October 2, 2004 increased
$18.5 million and $25.1 million, respectively, from the comparable periods of
2003. A portion of the improvement was due to $6.8 million of manufacturing
and retail restructuring costs and a warranty provision of $2.1 million for
previously closed plants included in 2003 results. Additionally, manufacturing
gross margin increased significantly due to improved pricing and purchasing, as
well as production efficiencies from operating many of our plants with stronger
backlogs in 2004 and the closure of under-performing plants in 2003. In
addition, in the third quarter of 2004 closed plant warranty reserves were
reduced by $1.0 due to better than expected experience. 23




---



##### Table of Contents



SG&A
for the three and nine months ended October 2, 2004 declined by
$6.7 million and $20.8 million, respectively, from the
comparable periods of 2003 primarily due to $4.4 million of executive severance costs in
2003 and the operation of fewer manufacturing facilities and retail sales
centers in 2004. During the quarter and nine months ended October 2, 2004, as a result of
changes in the Companys common stock price, the Company recorded
mark-to-market charges of $2.3 million and $3.5 million, respectively, for the
increase in estimated fair value of an outstanding common stock warrant. In
the comparable periods of 2003, a mark-to-market charge of $2.5 million was
recorded. During the nine months ended October 2, 2004, operating results
included a net loss of $2.8 million for the purchase and retirement of $37.9
million of Senior Notes in exchange for 3.9 million shares of Company common
stock and $10.4 million of cash. During the nine months ended September 27,
2003, we purchased and retired $35.6 million of Senior Notes due 2009 and $15.0
of Senior Notes due 2007 for cash totaling approximately $35.8 million,
resulting in a gain of $13.8 million. Manufacturing Operations We evaluate the performance of our manufacturing segment based on income
(loss) before interest, income taxes and general corporate expenses. Three Months Ended
    
    %October 2, 2004
    
    September 27, 2003
    
    ChangeManufacturing segment net sales (in millions)
    
    $
    269.5
    
    
    $
    261.0
    
    
    
    3
    %Manufacturing segment income (loss) (in millions)
    
    $
    22.1
    
    
    $
    (10.1
    )
    
    
    318
    %Manufacturing segment margin %
    
    
    8.2
    %
    
    
    (3.9
    %)Homes sold
    
    
    6,039
    
    
    
    6,787
    
    
    
    (11
    %)Floors sold
    
    
    11,582
    
    
    
    12,837
    
    
    
    (10
    %)Multi-section mix
    
    
    84
    %
    
    
    83
    %Average home price
    
    $
    43,000
    
    
    $
    37,000
    
    
    
    16
    %
 Nine Months Ended
    
    %October 2, 2004
    
    September 27, 2003
    
    ChangeManufacturing segment net sales (in millions)
    
    $
    748.5
    
    
    $
    733.3
    
    
    
    2
    %Manufacturing segment income (loss) (in millions)
    
    $
    44.3
    
    
    $
    (4.0
    )
    
    
    1221
    %Manufacturing segment margin %
    
    
    5.9
    %
    
    
    (0.5
    %)Homes sold
    
    
    17,398
    
    
    
    19,383
    
    
    
    (10
    %)Floors sold
    
    
    33,343
    
    
    
    36,686
    
    
    
    (9
    %)Multi-section mix
    
    
    85
    %
    
    
    84
    %Average home price
    
    $
    41,500
    
    
    $
    36,400
    
    
    
    14
    %Manufacturing facilities at period end
    
    
    29
    
    
    
    34
    
    
    
    (15
    %)
 Manufacturing net sales for the quarter and nine months ended October 2,
2004 increased slightly compared to the comparable periods of 2003 resulting
from an increase in the average home selling price partially offset by selling
fewer homes. We operated five fewer manufacturing facilities during the third
quarter of 2004 versus 2003. For the quarter ended October 2, 2004, our
shipments of HUD code homes declined 16% and our shipments of non-HUD code
homes, consisting primarily of modular and Canadian code homes, increased by
20% as compared to shipments in the third quarter of 2003. Average
manufacturing selling prices increased in the 2004 third quarter as compared to
the year ago quarter as a result of price increases to offset rising material
costs and increased sales of higher priced modular homes. Manufacturing segment income for the three and nine months ended October
2, 2004 increased over the comparable periods of 2003 by $32.2 million and
$48.3 million, respectively, on comparable sales while operating five fewer
plants. Third quarter of 2003 results included $20.6 million of restructuring
charges and a warranty provision of $2.1 million for previously closed plants.
The additional improvement in manufacturing segment income of $9.5 million and
$25.6 million, respectively, for the three and nine months ended October 2,
2004, was primarily due to production efficiencies from the closure of under
performing plants in 2003 and operating many of 24




---



##### Table of Contents



our plants with stronger
backlogs in 2004 and improved pricing and purchasing. In addition, closed
plant warranty reserves were reduced by $1.0 million due to better than
expected experience and manufacturing SG&A was lower primarily due to operating
fewer plants in 2004. Manufacturing SG&A in the first nine months of 2003
included a $3.2 million charge to increase repurchase reserves, partially
offset by a gain of $1.6 million from the sale of two idle manufacturing
facilities. Although retailer orders can be cancelled at any time without penalty, and
unfilled orders are not necessarily an indication of future business, our
unfilled manufacturing orders for homes at October 2, 2004 totaled
approximately $116 million at the 29 plants operated, compared to $64 million
at 34 plants at September 27, 2003. Retail Operations We evaluate the performance of our retail segment based on income (loss)
before interest, income taxes and general corporate expenses. Three Months Ended
    
    %October 2, 2004
    
    September 27, 2003
    
    ChangeRetail segment net sales (in millions)
    
    $
    73.0
    
    
    $
    74.9
    
    
    
    (3
    %)Retail segment income (loss) (in millions)
    
    $
    1.6
    
    
    $
    (9.4
    )
    
    
    117
    %Retail segment margin %
    
    
    2.2
    %
    
    
    (12.5
    %)New homes sold
    
    
    639
    
    
    
    1,014
    
    
    
    (37
    %)Pre-owned homes sold
    
    
    309
    
    
    
    327
    
    
    
    (6
    %)Total homes sold
    
    
    948
    
    
    
    1,341
    
    
    
    (29
    %)% Champion-produced new homes sold
    
    
    89
    %
    
    
    96
    %New home multi-section mix
    
    
    93
    %
    
    
    88
    %Average new home retail price *
    
    $
    106,100
    
    
    $
    79,100
    
    
    
    34
    %Average number of new homes retail sold per
sales center per month *
    
    
    2.7
    
    
    
    2.8
    
    
    
    (4
    %)Average number of total homes retail sold per
sales center per month *
    
    
    4.0
    
    
    
    3.9
    
    
    
    3
    %Average number of sales centers during the period
    
    
    80
    
    
    
    98
    
    
    
    (18
    %)
 Nine Months Ended
    
    %October 2, 2004
    
    September 27, 2003
    
    ChangeRetail segment net sales (in millions)
    
    $
    186.7
    
    
    $
    203.1
    
    
    
    (8
    %)Retail segment income (loss) (in millions)
    
    $
    3.4
    
    
    $
    (12.8
    )
    
    
    126
    %Retail segment margin %
    
    
    1.8
    %
    
    
    (6.3
    %)New homes sold
    
    
    1,744
    
    
    
    2,612
    
    
    
    (33
    %)Pre-owned homes sold
    
    
    900
    
    
    
    927
    
    
    
    (3
    %)Total homes sold
    
    
    2,644
    
    
    
    3,539
    
    
    
    (25
    %)% Champion-produced new homes sold
    
    
    90
    %
    
    
    95
    %New home multi-section mix
    
    
    92
    %
    
    
    86
    %Average new home retail price *
    
    $
    98,800
    
    
    $
    75,700
    
    
    
    31
    %Average number of new homes retail sold per
sales center per month *
    
    
    2.5
    
    
    
    2.4
    
    
    
    4
    %Average number of total homes retail sold per
sales center per month *
    
    
    3.7
    
    
    
    3.4
    
    
    
    9
    %Average number of new homes in inventory
per sales center at period end
    
    
    12.2
    
    
    
    16.3
    
    
    
    (25
    %)Average number of sales centers during the period
    
    
    79
    
    
    
    111
    
    
    
    (29
    %)Sales centers at period end
    
    
    81
    
    
    
    80
    
    
    
    1
    %
 * excluding bulk sales in 2003 Retail sales for the three and nine months ended October 2, 2004 decreased
versus the comparable periods last year due to operating a lower average number
of sales centers, partially offset by a higher average selling price per home.
During the third quarter, we operated an average of 80 sales centers compared
to the average of 98 sales 25




---



##### Table of Contents



centers operated in the third quarter of 2003. The 34% increase in average new
home selling price resulted from the sale of a greater proportion of larger,
higher-priced multi-section homes, including modular homes, and homes with more
add-ons, improvements and amenities. Additionally, our retail operations have
increased selling prices to offset higher prices from the manufacturers due to
rising material costs. Retail segment income for the three and nine months ended October 2, 2004
improved by $11.0 million and $16.2 million, respectively, compared to the same
periods in 2003 primarily due to $8.4 million of restructuring charges in 2003
and reduced SG&A from operating fewer sales centers in 2004. Discontinued Operations In the third quarter of 2003, we exited our consumer finance business.
Income from discontinued operations for the nine months ended October 2, 2004
consisted primarily of a favorable adjustment from the settlement of remaining
contractual obligations during the first quarter. Loss from discontinued
operations for the three months ended September 27, 2003 included goodwill
impairment charges of $4.1 million and other exit costs. In addition, losses
for the nine months ended September 27, 2003 included charges totaling $5.4
million to value our finance loans receivable at the lower of cost or market as
well as operating losses. Restructuring Charges During the nine months ended October 2, 2004 we closed one manufacturing
facility and incurred no significant restructuring costs. We closed no
manufacturing facilities in the third quarter of 2004. As of October 2, 2004,
accrued but unpaid restructuring costs totaled $4.4 million compared to $8.1
million at January 3, 2004, primarily consisting of warranty reserves for
closed manufacturing plants. During the quarter ended September 27, 2003, the Company announced the
closure of four manufacturing facilities, the relocation of one manufacturing
facility and the closure of 35 retail sales centers and recorded $26.9 million
of restructuring charges. Manufacturing charges totaled $20.6 million and
included $15.1 million of fixed asset impairment charges, $3.3 million of
additional warranty accruals and inventory write downs of $1.0 million. Retail
charges totaled $8.4 million and included $4.6 million of inventory write downs
and $2.0 million of fixed asset impairment charges. The inventory charges, net
of intercompany profit elimination of $2.1 million (credit), and the warranty
accruals were included in cost of sales. All other charges were included in
restructuring charges. Interest Expense Interest expense decreased by $2.1 million and $6.7 million for the three
and nine months ended October 2, 2004, respectively, versus the comparable
periods in 2003 as a result of 2007 and 2009 Senior Note retirements in 2004
and 2003, as well as retirement of an industrial revenue bond in 2004. Income Taxes We currently provide a 100% valuation allowance for our deferred tax
assets. Deferred tax assets will continue to require a 100% valuation
allowance until we have demonstrated their realizability through sustained
profitability and/or from other factors. Current federal income tax
regulations provide for a two-year carryback of net operating losses. We have
no taxable income available during this period and, as a result, net operating
losses incurred in 2003 became tax loss carryforwards that are available to
offset certain future taxable income. The effective tax rate for the three and
nine months ended October 2, 2004 and September 27, 2003 differed from the 35%
federal statutory rate partially because of this 100% valuation allowance for
deferred taxes. The 2004 tax rate was also affected by the $12 million
decrease in the deferred tax valuation allowance for tax adjustments as a
result of the finalization of certain tax examinations. The 2003 tax rate was
also affected by a $3.0 million tax benefit for a reduction in the valuation
allowance as a result of receiving a tax refund in 2003 that exceeded the
amount estimated as of December 28, 2002. Liquidity and Capital Resources Unrestricted cash balances totaled $132.7 million at October 2, 2004. For
the nine months ended October 2, 2004, net cash of $15.9 million was used for
operating activities, including $42.1 million used to increase working 26




---



##### Table of Contents



capital.
During the period, accounts receivable increased by $26.4 million due to
seasonally low balances at January 3, 2004. Inventories increased by $25.2
million in part due to rising commodity costs, expanded California retail
operations and seasonality. Accounts payable increased by $9.5 million due to
seasonality and higher inventory levels. Cash provided during the period
included $12.0 million from issuance of convertible preferred stock, $5.2
million from stock option exercises, $3.6 million from the disposal of fixed
assets, and $7.9 million from decreases in restricted cash balances. Cash used
during the period included $16.7 million to reduce long-term debt, primarily
for retiring Senior Notes and an industrial revenue bond, and $6.5 million for
capital expenditures. Also during the period we purchased and retired $13.5
million of our Senior Notes due 2009 and $13.5 million of our Senior Notes due
2007 in exchange for 3.9 million shares of the Companys common stock. We have a committed $75 million revolving credit facility for letters of
credit and general corporate purposes which expires in January 2006.
Availability under this credit facility is limited to a borrowing base, and is
collateralized by accounts receivable, inventories, property, plant and
equipment, cash and other assets. As of October 2, 2004, facility availability was $65.1 million of which $60.8
million was used for letters of credit. We expect to continue to utilize
availability under this facility principally for letters of credit. The
facility contains financial covenants that are in effect only in the event that
our liquidity, as defined, falls below $35 million. These covenants include
required earnings, as defined, of $45.2 million and a required ratio of
earnings to fixed charges, as defined, of 1.0 to 1 for each 12 month period
ending on a fiscal quarter. For the 12 months ended October 2, 2004, our
earnings, as defined, were $49.1 million and our ratio of earnings to fixed
charges was 1.3 to 1. At October 2, 2004 our liquidity, as defined, was $127.5
million, which was in excess of $35 million such that these financial covenants
were not in effect. We expect to maintain liquidity at or in excess of the $35
million threshold over the next 12 months. We continuously evaluate our capital structure. Strategies considered
include without limitation, purchasing, refinancing, exchanging, or otherwise
retiring our outstanding indebtedness, restructuring of obligations, new
financings, and issuances of securities, whether in the open market or by other
means and to the extent permitted by our existing financing arrangements. We
evaluate all potential transactions in light of existing and expected market
conditions. The amounts involved in any such transactions, individually or in
the aggregate, may be material. The debt incurrence covenant in the indenture governing the Senior Notes
due 2007 currently limits additional debt to: i) a working capital line of
credit up to a borrowing base equal to 60% of otherwise unencumbered
inventories and 75% of otherwise unencumbered accounts receivable; ii)
warehouse financing meeting certain parameters up to $200 million; iii) other
debt up to $30 million; and iv) ordinary course indebtedness and contingent
obligations that includes non-speculative hedging obligations, floor plan
financing, letters of credit, surety bonds, bankers acceptances, repurchase
agreements related to retailer floor plan financing and guarantees of
additional debt otherwise permitted to be incurred. The resulting effect at
October 2, 2004, when combined with limits in our Senior Notes due 2009, was a
working capital line of credit limit of approximately $97 million of which no
more than approximately $31 million of cash borrowings could be secured debt,
as defined. We have two floor plan facilities with total availability of $19.6
million, of which $13.9 million was outstanding at October 2, 2004. A $15
million floor plan financing facility contains a covenant requiring the
maintenance of $35 million of liquidity, as defined in the facility, at each
fiscal month end. If we were to be out of compliance with this covenant, the
lender could terminate the credit line and cause the debt to become immediately
due and payable. As of October 2, 2004, we had approximately $10.3 million
outstanding under this facility and were in compliance with the covenant. We expect to spend less than $10 million in 2004 on capital expenditures.
We do not plan to pay cash dividends on our common stock in the near term. Contingent liabilities and obligations including repurchase obligations We had significant contingent liabilities and obligations at October 2,
2004, including surety bonds and letters of credit totaling $92.9 million,
guarantees by certain of our consolidated subsidiaries of $5.6 million of debt
of unconsolidated subsidiaries and estimated wholesale repurchase obligations. We are contingently obligated under repurchase agreements with certain
lending institutions that provide floor plan financing to our independent
retailers. We use information, which is generally available only from the
primary national floor plan lenders, to estimate our contingent repurchase
obligations. With the exit of certain national floor plan lenders from the
industry and the shift to alternative inventory financing sources, this
estimate of our contingent repurchase obligation may not be precise. We
estimate our contingent repurchase obligation was approximately $250 million,
without reduction for the resale value of the homes as of October 2, 2004. As
of 27




---



##### Table of Contents



October 2, 2004, our largest independent retailer, a nationwide retailer,
had approximately $10.4 million of inventory subject to repurchase for up to 30
months from date of invoice. As of October 2, 2004 our next 24 largest
independent retailers had an aggregate of approximately $46.9 million of
inventory subject to repurchase for up to 24 months from date of invoice, with
individual amounts ranging from approximately $0.5 million to $6.1 million per
retailer. For the nine months ended October 2, 2004, we paid $1.2 million to
repurchase 35 homes and recorded related losses of $0.2 million. In the same
period last year, we paid $4.3 million and incurred losses of $0.8 million
related to the repurchase of 118 homes. We have provided various representations, warranties and other standard
indemnifications in the ordinary course of our business, in agreements to
acquire and sell business assets and in financing arrangements. We are also
subject to various legal proceedings and claims which arise in the ordinary
course of our business. Management believes the ultimate liability with respect to these
contingent liabilities and obligations will not have a material effect on our
financial position, results of operations or cash flows. Summary of liquidity and capital resources At October 2, 2004, our unrestricted cash balances totaled $132.7 million
and we had unused availability of $5.7 million under our two floor plan
facilities and $4.3 million of unused availability under our $75 million credit
facility. Total cash available from these sources was approximately $143
million. In the first nine months of 2004, continuing operating activities
used cash of $15.9 million and cash used for capital expenditures was $6.5
million. Currently, we expect annual cash flow from operating activities for
2004 and 2005 to be adequate to fund the operations and capital expenditures of
the Company. Annual capital expenditures are currently expected to be less
than $10 million in 2004 and $15 million in 2005. In addition, we have less
than $2 million of scheduled cash payments for debt due in the remainder of
2004 and 2005. Therefore, cash availability is projected to be substantially
in excess of cash needed to operate our businesses through 2005. In the event
one or more of our capital resources were expected to become unavailable, we
would modify our operating strategies. Critical Accounting Policies The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Assumptions and estimates of future earnings and cash flow are used in the
periodic analyses of the recoverability of goodwill, deferred tax assets, and
property, plant and equipment. Historical experience and trends are used to
estimate reserves, including reserves for self-insured risks, warranty costs
and wholesale repurchase losses. Following is a description of each accounting
policy requiring significant judgments and estimates: Reserves for Self-Insured Risks We are self-insured for a significant portion of our workers
compensation, general and products liability, auto liability, health and
property insurance. Under our current self-insurance programs, we are
generally responsible for up to $500,000 per claim for workers compensation
($750,000 per claim in California) and automobile liability claims, up to $1.5
million per claim for product liability and general liability claims and up to
$1.0 million per claim for property insurance claims including business
interruption losses. We maintain excess liability and property insurance with
outside insurance carriers to minimize our risks related to catastrophic
claims. Under our current self-insurance program we are responsible for up to
$150,000 per contract per year for health insurance claims. Estimated
insurance costs are accrued for incurred claims and claims incurred but not yet
reported. Factors considered in estimating our insurance reserves are the
nature of outstanding claims including the severity of the claims, estimated
costs to settle existing claims, loss history, and inflation, as well as
estimates provided by our outside insurance broker and carrier, and third party
actuaries. Significant changes in the factors described above could have a
material adverse impact on future operating results. Warranty Reserves Our manufacturing operations generally provide the retail homebuyer with a
twelve-month warranty. Estimated warranty costs are accrued as cost of sales
at the time of sale. Our warranty reserve is based on estimates of the amounts
necessary to settle existing and future claims on homes sold by the
manufacturing operations as of the balance sheet date. Factors used to
calculate the warranty obligation are the estimated number of homes still under
warranty, including homes in retailer inventories and homes purchased by
consumers still within the twelve- 28




---



##### Table of Contents



month warranty period, and the historical
average costs incurred to service a home. Significant changes in these factors
could have a material adverse impact on future operating results. Property, Plant and Equipment The recoverability of property, plant and equipment is evaluated whenever
events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable, primarily based on estimated selling prices,
appraised values or projected undiscounted cash flows. Our cash flow estimates
are based on historical results adjusted for estimated current industry trends,
the economy and operating conditions. Additionally, we use estimates of fair
market values to establish impairment reserves for permanently closed
facilities that are held for sale. Past evaluations of closed facilities have
resulted in significant impairment charges. Significant changes in these
estimates and assumptions could result in additional impairment charges in the
future. Income Taxes: Deferred Tax Assets and Income Tax Refunds Deferred tax assets and liabilities are determined based on temporary
differences between the financial statement balances and the tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse. We periodically evaluate the
realizability of our deferred tax assets based on the requirements established
in SFAS No. 109, Accounting for Income Taxes, which requires the recording of
a valuation allowance when it is more likely than not that some portion or all
of the deferred tax assets will not be realized. We incurred pretax losses in
2000 through 2003. We currently have a 100% valuation allowance against our
deferred tax assets. Deferred tax assets will continue to require a 100%
valuation allowance until the Company has demonstrated their realizability
through sustained profitability and/or from other factors. The valuation
allowance will be reversed to income in future periods to the extent that the
related deferred tax assets are realized as a reduction of taxes otherwise
payable on any future earnings or a portion or all of the valuation allowance
is otherwise no longer required. Goodwill We test for goodwill impairment in accordance with SFAS No. 142, Goodwill
and Other Intangible Assets. We evaluate the manufacturing segments fair
value versus its carrying value annually as of the end of each fiscal year or
more frequently if events or changes in circumstances indicate that the
carrying value may exceed the fair value of the reporting unit. When
estimating fair value, we calculate the present value of future cash flows
based on forecasted sales volumes, number of homebuilding facilities in
operation, current industry and economic conditions, historical results and
inflation. Past evaluations of goodwill have resulted in significant
impairment charges. Significant changes in the estimates and assumptions used
in calculating the fair value of goodwill or differences between estimates and
actual results could result in additional impairment charges in the future. Wholesale Repurchase Reserves The majority of our manufacturing sales to independent retailers are made
pursuant to repurchase agreements with the providers of floor plan financing.
Potential losses under repurchase obligations are determined by calculating the
difference between the repurchase price and the estimated net resale value of
the homes. Probable losses under repurchase agreements are accrued based on
the historical number of homes repurchased, the cost of such repurchases and
the historical losses incurred as well as the current inventory levels held at
our independent retailers. In addition, we monitor the risks associated with
our independent retailers and consider these risks in our evaluation of the
wholesale repurchase reserves. Significant changes in these factors could have
a material adverse impact on future operating results. Impact of Recently Issued Accounting Pronouncements For information regarding the impact of recently issued accounting
pronouncements, see Note 14 of Notes to Consolidated Financial Statements in
Item 1 of this Report. Forward Looking Statements Certain statements contained in this Report, including our plans and
beliefs regarding availability of liquidity and financing, anticipated capital
expenditures, outlook for the manufactured housing industry in particular and
the economy in general, availability of wholesale and consumer financing and
characterization of and our ability to control our contingent liabilities,
could be construed to be forward looking statements within the meaning of the
Securities Exchange Act of 1934. In addition, we or persons acting on our
behalf may from time to time publish or 29




---



##### Table of Contents



communicate other items that could also
be construed to be forward looking statements. Statements of this sort are or
will be based on our estimates, assumptions and projections, and are subject to
risks and uncertainties, including those specifically listed below that could
cause actual results to differ materially from those included in the forward
looking statements. We do not undertake to update our forward looking
statements or risk factors to reflect future events or circumstances. The
following risk factors could materially affect our operating results or
financial condition. Significant leverage  Our significant debt could limit our ability to
obtain additional financing, require us to dedicate a substantial portion of
our cash flows from operations for debt service and prevent us from fulfilling
our debt obligations. If we are unable to pay our debt obligations when due,
we could be in default under our debt agreements and our lenders could
accelerate our debt or take other actions which could restrict our operations. As discussed in Note 7 of the Notes to Consolidated Financial Statements
in Item 1 of this Report, we have a significant amount of debt outstanding,
which consists primarily of long-term debt. This indebtedness could, among
other things:  
    
    limit our ability to obtain future financing for working
capital, capital expenditures, acquisitions, debt service
requirements, surety bonds or other requirements;  
    
    require us to dedicate a substantial portion of our cash
flows from operations to the payment of principal and interest on
our indebtedness and reduce our ability to use our cash flows for
other purposes;  
    
    limit our flexibility in planning for, or reacting to,
changes in our business and the manufactured housing industry;  
    
    place us at a competitive disadvantage to competitors with
less indebtedness; and  
    
    make us more vulnerable in the event of a further downturn in
our business or in general economic conditions. In addition, our future cash flows may be insufficient to meet our debt
service and other obligations. Our business may not generate cash flows from
operations in amounts sufficient to pay our debt or to fund other liquidity
needs. The factors that affect our ability to generate cash can also affect
our ability to raise additional funds through the sale of equity securities,
the refinancing of debt or the sale of assets. We may need to refinance all or a portion of our debt on or before
maturity. We may not be able to refinance any of our debt on commercially
reasonable terms or at all. If we are unable to refinance our debt
obligations, we could be in default under our debt agreements and our lenders
could accelerate our debt or take other actions which could restrict our
operations. General industry conditions  As a result of the downturn in the
manufactured housing industry which began in 1999, we have experienced a
decline in sales and incurred operating losses and costs for the closures or
consolidations of operations, fixed asset impairment charges and goodwill
impairment charges. If industry conditions continue to deteriorate, our sales
could decline further and our operating results and cash flows could suffer. Since mid-1999 the manufactured housing industry has experienced declining
manufacturing shipments and retail sales, tightened consumer credit standards,
reduced availability of consumer financing, high levels of homes repossessed
from consumers, higher interest rates on manufactured housing loans relative to
those generally available to site-built homebuyers, a reduced number of
consumer and floor plan lenders and reduced floor plan availability. We
estimate approximately half of the industry retail sales locations and
manufacturing facilities have closed since mid-1999 as a result of these
industry conditions. Since the beginning of the industry downturn, we have
closed a significant number of homebuilding facilities and retail sales
locations in an attempt to return to profitability. From 2000 through 2003, we
reported significant net losses including goodwill impairment charges, a
valuation allowance of 100% of our deferred tax assets and restructuring
charges, which are each discussed in more detail in Item 7 of our Form 10-K for
2003. If the current downturn in the industry continues, our sales could
decline further, our operating results and cash flows could suffer and we may
incur further losses including additional costs for the closures or
consolidations of existing operations, fixed asset impairment charges and
goodwill impairment charges. Common stock and Senior Notes values  Our common stock price has been
volatile and may continue to be volatile given current industry and economic
conditions. Our Senior Notes have traded at significant discounts to face
value and may trade at discounts in the future. 30




---



##### Table of Contents



Our Companys closing common stock price was $27.38 on December 31, 1998,
before the industry downturn began in mid-1999. The trading value per share of
our stock has ranged from $1.65 to $11.68 during 2003 and the first nine months
of 2004. Additionally, our two issuances of Senior Notes have traded at
discounts to their respective face values. The market prices of our common
stock and Senior Notes are affected by many factors including: general economic
and market conditions, interest rates, current manufactured housing industry
forecasts, Champions and our competitors operating results, our ability to
pay our debt obligations, consumer and wholesale financing availability, the
markets perception of our strategies and the overall market fluctuations
unrelated to our Company or the manufactured housing industry. All of these
factors may adversely impact the market prices of our common stock and Senior
Notes in the future. Fluctuations in operating results  The cyclical and seasonal nature of
the manufactured housing market has caused our sales and operating results to
fluctuate. We expect these fluctuations to continue in the future, which could
result in operating losses during downturns. The manufactured housing industry is highly cyclical and is influenced by
many national and regional economic and demographic factors, including:  
    
    terms and availability of financing for homebuyers and retailers;  
    
    consumer confidence;  
    
    interest rates;  
    
    population and employment trends;  
    
    income levels;  
    
    housing demand; and  
    
    general economic conditions, including inflation and recessions. In addition, the manufactured housing industry is affected by seasonality.
Sales during the period from March to November are traditionally higher than
in other months. As a result of the foregoing factors, our sales and operating
results fluctuate, and we expect that they will continue to fluctuate in the
future. Moreover, we may experience operating losses during cyclical and
seasonal downturns in the manufactured housing market. Consumer financing availability  Tightened credit standards and loan
terms, curtailed lending activity, and increased interest rates among consumer
lenders have reduced our sales. If consumer financing were to become further
curtailed or unavailable, our sales could decline further and our operating
results and cash flows could suffer. The consumers who buy our homes have historically secured consumer
financing from third party lenders. The availability, terms and costs of
consumer financing depend on the lending practices of financial institutions,
governmental regulations and economic and other conditions, all of which are
beyond our control. A consumer seeking to finance the purchase of a
manufactured home without land will generally pay a higher interest rate and
have a shorter loan term than a consumer seeking to finance the purchase of
land and the home. Manufactured home consumer financing is at times more
difficult to obtain than financing for site-built homes. Since 1999, consumer
lenders have tightened the credit underwriting standards and loan terms and
increased interest rates for loans to purchase manufactured homes, which have
reduced lending volumes and caused our sales to decline. The poor performance of portfolios of manufactured housing consumer loans
in recent years has made it more difficult for industry consumer finance
companies to obtain long-term capital in the asset-backed securitization
market. As a result, consumer finance companies have curtailed their industry
lending and many have exited the manufactured housing market. Additionally,
the industry has seen certain traditional real estate mortgage lenders tighten
terms or discontinue financing for manufactured housing. If consumer financing for manufactured homes were to become further
curtailed or unavailable, we would likely experience further retail and
manufacturing sales declines and our operating results and cash flows would
suffer. Floor plan financing availability  A reduced number of floor plan lenders
and reduced credit availability to manufactured housing retailers may result
in lower retail inventory levels as well as fewer sales centers. As a result,
our manufacturing sales could decline further and our operating results and
cash flows could suffer. Independent retailers of our manufactured homes generally finance their
inventory purchases with floor plan financing provided by lending institutions.
The number of floor plan lenders and their lending limits affect the
availability of wholesale financing to retailers. During the past five years
several major national floor plan lenders 31




---



##### Table of Contents



have exited the industry or curtailed
their floor plan operations. The remaining floor plan lenders or new floor
plan lenders entering the industry may change the terms of their loans as
compared to previously available terms for such floor plan loans. These
changes could include higher interest rates, lower advance rates, earlier or
more significant principal payments or longer repurchase periods for the
manufacturers. In addition, weaker retailers may not qualify for floor plan
financing at all. Reduced availability of floor plan lending or tighter floor
plan terms may affect our independent retailers inventory levels of new homes,
the number of retail sales centers and related wholesale demand. Retail sales
to consumers at our independent retailers could also be affected by reduced
retail inventory levels or a reduced number of sales centers. As a result, we
could experience manufacturing sales declines or a higher level of retailer
defaults and our operating results and cash flows could suffer. Contingent liabilities  We have, and will continue to have, significant
contingent wholesale repurchase obligations and other contingent obligations,
some of which could become actual obligations that we must satisfy. We may
incur losses under these wholesale repurchase obligations or be required to
fund these or other contingent obligations that would reduce our cash flows. In connection with a floor plan arrangement for our manufacturing
shipments to independent retailers, the financial institution that provides the
retailer financing customarily requires us to enter into a separate repurchase
agreement with the financial institution. Under this separate agreement,
generally for a period up to 24 months from the date of our sale to the
retailer, upon default by the retailer and repossession of the home by the
financial institution, we are generally obligated to purchase from the lender
the related floor plan loan or the home at a price equal to the unpaid
principal amount of the loan, plus certain administrative and handling
expenses, reduced by the cost of any damage to the home and any missing parts
or accessories. Our estimated aggregate contingent repurchase obligation at
October 2, 2004 was significant and includes significant contingent repurchase
obligations relating to our largest independent retail customers. For
additional discussion see Contingent Repurchase Obligations in Item 2 of this
Report and in Item 7 of our Form 10-K for 2003. We may be required to honor
some or all of our contingent repurchase obligations in the future, which would
result in operating losses and reduced cash flows. At October 2, 2004, we also had contingent debt obligations related to
surety bonds and letters of credit. In addition, we had guarantees by certain
of our consolidated subsidiaries of debt of unconsolidated subsidiaries. For
additional detail and discussion, see Liquidity and Capital Resources in Item
2 of this Report. If we were required to fund a material amount of these
contingent obligations, we would have reduced cash flows and could incur
losses. Dependence upon independent retailers  If we are unable to establish or
maintain relationships with independent retailers who sell our homes, our sales
could decline and our operating results and cash flows could suffer. During 2003, approximately 78% of our manufacturing shipments of homes
were made to independent retail locations throughout the United States and
western Canada. As is common in the industry, independent retailers may sell
manufactured homes produced by competing manufacturers. We may not be able to
establish relationships with new independent retailers or maintain good
relationships with independent retailers that sell our homes. Even if we do
establish and maintain relationships with independent retailers, these
retailers are not obligated to sell our manufactured homes exclusively, and may
choose to sell our competitors homes instead. The independent retailers with
whom we have relationships can cancel these relationships on short notice. In
addition, these retailers may not remain financially solvent as they are
subject to the same industry, economic, demographic and seasonal trends that we
face. If we do not establish and maintain relationships with solvent
independent retailers in the markets we serve, sales in those markets could
decline and our operating results and cash flows could suffer. Effect on liquidity  Current industry conditions and our recent operating
results have limited our sources of capital. If this situation does not
improve and if we are unable to locate alternative sources of capital, we may
be unable to maintain or expand our business. We depend on our cash balances, cash flows from operations, revolving
credit facility, and floor plan facilities to finance our operating
requirements, capital expenditures and other needs. The downturn in the
manufactured housing industry, combined with our recent operating results and
other changes, has decreased sources of financing. If our cash balances, cash flows from operations, and availability under
our revolving credit facility and floor plan facilities are insufficient to
finance our operations and alternative capital is not available or if surety
bonds become unavailable to us, we may not be able to expand our business or
maintain our existing operations, or we may need to curtail or limit our
existing operations. 32




---



##### Table of Contents



We have a significant amount of surety bonds representing collateral for
our self-insurance programs and for general operating purposes. We are
required to provide collateral in support of our surety bond programs in the
form of letters of credit. For additional detail and information concerning
the amounts of our surety bonds and letters of credit, see Note 9 of Notes to
Consolidated Financial Statements in Item 1 of this Report. If our current
surety bond provider were to terminate these programs, we would seek
alternative providers. The inability to retain our current provider or obtain
alternative bonding sources could require us to post cash collateral, reduce
the amount of cash available for our operations or cause us to curtail or limit
existing operations. Competition  The manufactured housing industry is very competitive. If we
are unable to effectively compete, our growth could be limited, our sales could
decline and our operating results and cash flows could suffer. The manufactured housing industry is highly competitive at both the
manufacturing and retail levels, with competition based, among other things, on
price, product features, reputation for service and quality, merchandising,
terms of retailer promotional programs and the terms of consumer financing.
Numerous companies produce manufactured homes in our markets. A number of our manufacturing competitors
also have captive retail distribution systems and consumer finance operations.
In addition, there are many independent manufactured housing retail locations
in most areas where we have retail operations. Because barriers to entry for
manufactured housing retailers are low, we believe that it is relatively easy
for new retailers to enter our markets as competitors. In addition, our
products compete with other forms of low to moderate-cost housing, including
site-built homes, panelized homes, apartments, townhouses and condominiums. If
we are unable to effectively compete in this environment, our retail sales and
manufacturing shipments could be reduced. As a result, our sales could decline
and our operating results and cash flows could suffer. Zoning  If the manufactured housing industry is not able to secure
favorable local zoning ordinances, our sales could decline and our operating
results and cash flows could suffer. Limitations on the number of sites available for placement of manufactured
homes or on the operation of manufactured housing communities could reduce the
demand for manufactured homes and our sales. Manufactured housing communities
and individual home placements are subject to local zoning ordinances and other
local regulations relating to utility service and construction of roadways. In
the past, property owners often have resisted the adoption of zoning ordinances
permitting the use of manufactured homes in residential areas, which we believe
has restricted the growth of the industry. Manufactured homes may not receive
widespread acceptance and localities may not adopt zoning ordinances permitting
the development of manufactured home communities. If the manufactured housing
industry is unable to secure favorable local zoning ordinances, our sales could
decline and our operating results and cash flows could suffer. Dependence upon executive officers and other key personnel  The loss of
any of our executive officers or other key personnel could reduce our ability
to manage our businesses and achieve our business plan, which could cause our
sales to decline and our operating results and cash flows to suffer. We depend on the continued services and performance of our executive
officers and other key personnel. If we lose the service of any of our
executive officers or other key personnel, it could reduce our ability to
manage our businesses and achieve our business plan, which could cause our
sales to decline and our operating results and cash flows to suffer. Certain elements of our business strategy may not succeed  Our business
strategy may not adequately address the issues currently facing our Company and
the manufactured housing industry or correctly identify future trends in the
industry. Any failure of our business strategy could cause our sales to decline
and our operating results and cash flows to suffer. Since mid-1999, retail sales and manufacturing shipments of new
manufactured homes have decreased as a result of high consumer repossession
levels, tightened consumer credit standards, excess retail locations and
inventory, a reduced number of consumer lenders in the industry, higher
interest rates on consumer loans and a reduced number of floor plan lenders in
the industry. As a result, our sales have declined, we have experienced
operating losses and we have closed a significant number of manufacturing
facilities and retail sales centers. We are implementing strategies designed
to address these issues. These strategies may not be successful because the
reasons for the decline in demand or future trends in the industry may not be
correctly identified, and our operating results may not improve. In addition,
factors beyond our control, such as increased competition, reductions in
consumer demand or continued economic downturn, may offset any improved
operating results that are attributable to our strategy. Any failure of our
business strategy could cause our sales to decline and our operating results
and cash flows to suffer or cause us to incur additional and potentially
substantial losses to close and liquidate unsuccessful operations or lines of
business. 33




---



##### Table of Contents



Restrictive covenants  The terms of our debt place operating restrictions
on us and our subsidiaries and contain various financial performance and other
covenants with which we must remain in compliance. If we do not remain in
compliance with these covenants, certain of our debt facilities could be
terminated and the amounts outstanding thereunder could become immediately due
and payable. The documents governing the terms of our Senior Notes, primarily the
Senior Notes due 2007, contain covenants that place restrictions on us and our
subsidiaries. The terms of our debt agreements include covenants that, to
varying degrees, restrict our and our subsidiaries ability to:  
    
    incur additional indebtedness, contingent liabilities and liens;  
    
    issue additional preferred stock;  
    
    pay dividends or make other distributions on our common stock;  
    
    redeem or repurchase common stock and redeem, repay or repurchase subordinated debt;
    
    make investments in subsidiaries that are not restricted subsidiaries;  
    
    enter into joint ventures;  
    
    use assets as security in other transactions;  
    
    sell certain assets or enter into sale and leaseback transactions;  
    
    restrict the ability of our restricted subsidiaries to pay
dividends or make other distributions on their common stock;  
    
    engage in new lines of business;  
    
    guarantee or secure indebtedness;  
    
    consolidate with or merge with or into other companies; and  
    
    enter into transactions with affiliates. We have a $75 million revolving credit facility to use for letters of
credit and general corporate purposes. Availability under this credit facility
is limited to a borrowing base, and is collateralized by accounts receivable,
inventories, property, plant and equipment, cash and other assets. The
agreement contains certain financial covenants that require us, only in the
event that our liquidity, as defined, falls below $35 million, to maintain
certain levels of earnings, as defined, and certain ratios of earnings to fixed
charges, as defined in the agreement. In addition, the facility contains
covenants that limit our ability to incur additional indebtedness and liens,
sell assets and, if liquidity falls below $35 million, make certain
investments, pay dividends and purchase or redeem our common stock. For
additional detail and discussion concerning these financial covenants see
Liquidity and Capital Resources in Item 2 of this Report. One of our floor plan financing facilities contains a covenant requiring
the maintenance of $35 million of liquidity, as defined in the facility, at
each month end. If we were to be out of compliance with this covenant, the
lender could terminate the credit line and cause the related debt to become
immediately due and payable. For additional detail and discussion concerning
this facility and the amounts outstanding under this facility see Liquidity
and Capital Resources in Item 2 of this Report. If we fail to comply with any of these covenants, the lenders could cause
our debt to become due and payable prior to maturity. If our debt were
accelerated, our assets might not be sufficient to repay our debt in full. Potential Dilution  Outstanding preferred stock that is convertible into
common stock and redeemable for common stock (and in some cases, at our option,
for cash), a warrant to acquire common stock, a deferred purchase price
obligation that is payable, at our option, in cash or common stock, and other
potential capital or debt reduction transactions could result in potential
dilution and impair the price of our common stock. At October 2, 2004 there was $8.75 million of Series C preferred stock
outstanding, which is convertible into common stock at a rate of $5.66 per
share, and $12 million of Series B-2 preferred stock outstanding, which is
convertible into common stock at a rate of $7.92 per share. The Series C and
B-2 preferred stock have mandatory redemption dates of April 2, 2009 and July
3, 2008, respectively. Our preferred shareholder has the right to redeem this
preferred stock for common stock, and, at our option, partially for cash. We pay a quarterly dividend on the preferred stock at a rate of 5% per
annum. The dividend is payable in cash or shares of our common stock, at our
option. The number of shares issuable in payment of these dividends depends on
the market value of the common stock at the time of issuance (subject to
certain limitations). As a result, assuming we elected to pay any dividend in
shares of common stock, the preferred shareholder would receive a greater
number of shares of common stock in payment of those dividends if our common
stock price decreases. 34




---



##### Table of Contents



We have a warrant outstanding which is exercisable based on approximately
2.2 million shares of common stock at a current strike price of $11.52 per
share. The warrant strike price increases annually in April by $0.75 per
share. The warrant expires on April 2, 2009. The warrant is exercisable only
on a non-cash, net basis, whereby the warrant holder would receive shares of
common stock as payment for the net gain upon exercise. As of October 2, 2004, we had $4 million of a deferred purchase price
obligation which is payable in quarterly installments of $2 million through
January 3, 2005. Quarterly installments may be made in cash or shares of
common stock, at our option. The number of shares to be issued in any
quarterly payment depends on the market value of the common stock. As a
result, assuming we elected to pay any quarterly installment in shares of
common stock, as we have in the past, the recipients would receive a greater
number of shares of common stock in payment of those installments if our common
stock price decreases. In a series of transactions during the fourth quarter of 2003 and the
first quarter of 2004, we purchased and retired $71.7 million of our Senior
Notes due 2007 and 2009 in exchange for 10.4 million shares of our common
stock. To the extent that the preferred shareholder elects to convert or redeem
the preferred stock into common stock, or we elect to make dividend payments on
preferred stock or the deferred purchase price obligation payments in common
stock, or we reduce debt obligations through the issuance of common shares, our
then existing common shareholders would experience dilution in their percentage
ownership interests. The additional shares of common stock that could be
available for sale upon conversion or redemption of the preferred stock, as
dividends on the preferred stock, in payment of the deferred purchase price
obligation, or in payment of our outstanding debt, may have a negative impact
on the market price of our common stock. In addition, sale of substantial
amounts of our common stock in the public market by the preferred shareholder,
the recipients of the deferred purchase price payments, or the exchangers of
Senior Notes, or the perception that these sales might occur, could depress the
price of our common stock. Such selling shareholders may determine the timing,
structure and terms of any disposition of our common stock, all of which could
affect the market price of our common stock. We may seek additional sources of capital and financing in the future or
issue securities in connection with retiring our outstanding indebtedness, the
terms of which may result in additional potential dilution. 35




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk. Our floor plan borrowings and obligations under industrial revenue bonds
are subject to variable rates of interest based on the U.S. prime interest
rate, short-term tax exempt rate indices and LIBOR, respectively. Without
consideration of the minimum rate of interest on certain of the floor plan
borrowings, a 100 basis point increase in the underlying interest rates would
result in additional annual interest cost of approximately $0.3 million,
assuming average related debt of $26.4 million, the amount of outstanding
borrowings at October 2, 2004. 
 Item 4. Controls and Procedures. As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective to
cause material information required to be disclosed by the Company in the
reports that we file or submit under the Securities Exchange Act of 1934 to be
recorded, processed, summarized and reported within the time periods specified
in the Commissions rules and forms. During the quarter ended October 2, 2004,
there were no changes in our internal control over financial reporting which
materially affected, or would have been reasonably likely to have materially
affected, our internal control over financial reporting. 36




---



##### Table of Contents



PART II. OTHER INFORMATION 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On January 5, 2004, April 5, 2004, July 6, 2004, and October 4, 2004 we
issued 275,996 shares, 193,047 shares, 214,361 shares, and 196,250 shares of
our common stock, respectively, in connection with each of the $2.0 million
quarterly installment payments under convertible promissory notes issued June
21, 2001. These notes represent a deferred purchase price obligation of the
Company. Although these shares of common stock were issued in private
placements in reliance on the exemption from registration contained in Section
4(2) of the Securities Exchange Act of 1933, such shares of common stock have
been registered for resale under the Securities Exchange Act of 1933, pursuant
to effective registration statements. On March 2, 2004, we completed the sale of 12,000 shares of Series B-2
Cumulative Convertible Preferred Stock to Fletcher International, Ltd.
(Fletcher), an accredited investor, in reliance upon Section 4(2) of the
Securities Act of 1933, as amended. The sale was pursuant to the exercise by
Fletcher of its right to purchase $12 million of preferred stock under an
agreement dated as of June 29, 2001, by and between Fletcher and the Company.
The Series B-2 preferred stock is convertible into our common stock at a rate
of $7.92 per share through the mandatory redemption date of July 3, 2008. The
aggregate purchase price for this preferred stock was $12 million and the
proceeds were used for general corporate purposes. 
 Item 5. Other Information On June 30, 2003, in connection with the appointment of Albert A. Koch as
Chairman of the Board, President and Chief Executive Officer, the Company
entered into a letter agreement with AP Services, LLC, pursuant to which AP
Services provided interim management services to the Company, including the
services of Mr. Koch. Also on June 30, 2003, the Company entered into a letter
agreement with AlixPartners, LLC, pursuant to which AlixPartners provided
financial and operational consulting services to the Company. These agreements
were approved by all of the independent members of the Board. Mr. Koch is a
Principal of AlixPartners, LLC. The services of Mr. Koch provided under the AP
Services agreement ended on July 31, 2004 and Mr. Koch resigned from the Board
on August 17, 2004. The Board formed a review committee comprised solely of independent
directors to (i) review, oversee and monitor the services provided to the
Company by AP Services and AlixPartners pursuant to the June 30, 2003
agreements or under other Board approved agreements; (ii) review, monitor and
approve invoices for services provided by either AP Services or AlixPartners
under Board approved agreements; (iii) review and make recommendations to the
full Board concerning any proposals for additional services to the Company by
AP Services or AlixPartners; (iv) review, monitor and take appropriate action
concerning any questions or issues that may arise in connection with services
provided by AP Services or AlixPartners; and (v) make regular reports to the
Board concerning the performance and progress of AP Services and AlixPartners
under all such Board approved agreements. The review committee performed
these functions through August 17, 2004. During the three and nine months ended October 2, 2004, we recorded
expenses of $1.3 million and $3.7 million and paid fees of $0.9 million and
$2.4 million, respectively, for services rendered under all of the arrangements
with AP Services and AlixPartners, including the services of Mr. Koch. In an effort to better align our operations and further improve our cost
structure, in October 2004 we reorganized our retail and manufacturing
operations into five geographic regions, each with a single regional president.
As a result, in October 2004 we eliminated the position of
President, Retail Operations
and terminated the employment of Mark Cole. Management will continue to focus
 on improving the profitability of its retail segment. As of October 15, 2004 we sold the assets and business of our western
retail region, comprised of four traditional sales centers and four other sales
locations, for cash of approximately $4.1 million. No significant gain or loss
will be recorded as a result of this transaction. We may consider disposition
of additional locations as part of our strategy to improve the profitability of
our retail operations. 37




---



##### Table of Contents



Item 6. Exhibits. The following exhibits are filed as part of this report: Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer dated October 25, 2004,
relating to the Registrants Quarterly Report on Form 10-Q for the
quarter ended October 2, 2004.31.2
    
    Certification of Chief Financial Officer dated October 25, 2004,
relating to the Registrants Quarterly Report on Form 10-Q for the
quarter ended October 2, 2004.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer of the Registrant, dated October 25, 2004, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, relating to the Registrants Quarterly
Report on Form 10-Q for the quarter ended October 2, 2004.
 38




---



##### Table of Contents



SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized. CHAMPION ENTERPRISES, INC.By:
    
    /s/ PHYLLIS A. KNIGHTPhyllis A. KnightExecutive Vice President andChief Financial Officer(Principal Financial Officer)And:
    
    /s/ RICHARD HEVELHORSTRichard HevelhorstVice President and Controller(Principal Accounting Officer)
 Dated: October 25, 2004 39




---



##### Table of Contents



EXHIBIT INDEX Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer dated October 25, 2004,
relating to the Registrants Quarterly Report on Form 10-Q for the
quarter ended October 2, 2004.31.2
    
    Certification of Chief Financial Officer dated October 25, 2004,
relating to the Registrants Quarterly Report on Form 10-Q for the
quarter ended October 2, 2004.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer of the Registrant, dated October 25, 2004, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, relating to the Registrants Quarterly
Report on Form 10-Q for the quarter ended October 2, 2004.