CHB Champion Enterprises,

Champion Ends the Year with Over $1 Billion in Revenue and $66 Million of Liquidity TROY, Mich., Feb. 18 /PRNewswire-FirstCall/ -- Champion Enterprises, Inc. (NYSE:CHB), a leader in factory-built construction, today announced the results for its fourth quarter and fiscal year ended Jan. 3, 2009. Revenues for the quarter decreased 42.3 percent to $187.9 million compared to $325.6 million for the fourth quarter of 2007. The Company reported a loss before income taxes of $26.6 million for the fourth quarter compared to a pretax loss of $11.2 million in the same period of 2007. The Company's fourth quarter 2008 net loss totaled $20.8 million, or $0.27 per diluted share, compared to a net loss of $6.0 million, or $0.08 per diluted share, for the fourth quarter of 2007. The loss before income taxes in the fourth quarter of 2008 included the following items totaling $17.4 million: foreign currency transaction losses of $8.7 million, $6.3 million impairment charge related to retail segment inventory, $1.2 million restructuring charge, $0.6 million loss on debt retirement and $0.6 million of expense recorded in connection with the earn out provisions of the ModularUK acquisition. In addition, the Company recorded a non-cash income tax benefit of $6.2 million in the quarter to reduce its deferred tax asset valuation allowance. The fourth quarter 2007 pretax loss included the following items totaling $11.4 million: $6.4 million of expense recorded in connection with the earn out provisions of the Caledonian acquisition, $4.5 million loss on debt retirement and plant closing charges totaling $3.6 million, partially offset by income of $2.1 million from the settlement of insurance claims and $1.0 million of foreign currency transaction gains. Revenues for the full year 2008 decreased 18.9 percent to $1.03 billion compared to $1.27 billion reported for 2007. The Company reported a loss before income taxes of $52.0 million for the year ended Jan. 3, 2009 compared to pretax income of $3.9 million in the prior year. For the full year, Champion's 2008 and 2007 pretax results were unfavorably impacted by special items such as those highlighted above totaling $36.8 million and $12.7 million, respectively. The Company's 2008 net loss totaled $199.5 million, or $2.57 per diluted share, compared to net income of $7.2 million, or $0.09 per diluted share, in 2007. The net loss in 2008 included a non-cash charge of $164.5 million to provide a valuation allowance for its U.S. deferred tax assets. "Difficult global economic conditions had a negative impact on each segment of Champion's business in the fourth quarter," stated William Griffiths, chairman, president and chief executive officer of Champion Enterprises, Inc. "In this challenging environment, we remain focused on reducing costs and preserving liquidity. Since the beginning of 2008, we have idled or closed four plants in the U.S., reduced companywide staffing by 42 percent and curtailed other spending. Together, these actions have reduced annual fixed costs by over $30 million. "Given that any market improvement is unlikely in the first half of the year, we will continue to focus on reducing expenses and other initiatives to maintain our strong liquidity position," Griffiths concluded. North American Manufacturing Segment -- Manufacturing segment net sales for the fourth quarter decreased 37.7 percent to $139.5 million compared to $224.0 million in the same period of the prior year. -- Revenues from the sale of modular homes in the U.S. totaled $37 million for the quarter, down from $71 million in the fourth quarter of 2007. -- The manufacturing segment reported a loss of $0.3 million for the quarter compared to segment income of $2.6 million in the fourth quarter of 2007. The segment loss for the quarter ended Jan. 3, 2009 included $0.6 million of restructuring costs. Segment income in the fourth quarter of 2007 was reduced by $3.6 million for charges related to the closure of the Company's manufacturing facility in Alabama. The decline in segment income was driven by the significant drop in revenues as well as production inefficiencies resulting from lower backlog levels and factory utilization throughout the quarter. -- Segment backlogs totaled $7 million at Jan. 3, 2009 compared to $40 million at the end of the third quarter of 2008 and $56 million at the end of 2007. -- As a result of weak market conditions, the Company idled one of its two plants in Virginia during the fourth quarter and one of its two plants in Indiana at the beginning of February 2009. No restructuring charges were incurred as a result of these actions. Champion now operates 25 manufacturing facilities in North America. International Manufacturing Segment -- International segment net sales decreased 54.5 percent to $41.9 million for the quarter from $92.1 million in the same period of the prior year primarily as a result of reduced prison sector revenues. -- Segment income for the quarter was $1.3 million, down from $3.4 million in the same period of the prior year. Contingent consideration expenses totaling $0.6 million in the fourth quarter of 2008 and $6.4 million in the fourth quarter of 2007 were recorded in connection with the earn out provisions of the 2008 acquisition of ModularUK and the 2006 acquisition of Caledonian, respectively. Fourth quarter 2007 results also included $2.1 million of income from the settlement of insurance claims. The segment margin for the quarter was 3.1 percent compared to 3.7 percent in the same period last year. -- For the year ended Jan. 3, 2009, international segment revenues totaled $279.6 million, down 0.4 percent from 2007 revenues of $280.8 million. Segment income in 2008 totaled $16.3 million compared to $17.4 million in 2007, and the segment margin for the year was 5.8 percent compared to 6.2 percent in the prior period. -- International segment order backlogs decreased during the quarter, with firm contracts and orders pending contracts under framework agreements totaling approximately $150 million at Jan. 3, 2009 compared to approximately $235 million at the end of the third quarter. -- The weakening of the British pound relative to the U.S. dollar during 2008 resulted in declines in sales and segment income of $12.4 million and $0.6 million, respectively, in the fourth quarter and $17.7 million and $1.0 million, respectively, for the full year. In addition, approximately half of the decrease in segment backlogs during the quarter was caused by changes in the exchange rate. Retail Segment -- Retail segment fourth quarter 2008 revenues totaled $7.5 million, down 52.6 percent from $15.7 million for the same period last year. -- The retail segment reported a loss of $7.2 million for the quarter compared to a segment loss of $0.3 million in the fourth quarter of 2007. The fourth quarter 2008 segment loss included a $6.3 million impairment charge to reduce the value of aged inventory. Other Items -- Cash used for operating activities totaled $3.4 million for the quarter ended Jan. 3, 2009 compared to cash provided of $45.2 million for the same period of the prior year. The unfavorable variance was the result of reduced earnings and a significantly lower level of cash provided by international segment working capital in the quarter. -- Cash, cash equivalents and short-term investments totaled $52.8 million as of Jan. 3, 2009 compared to $99.7 million at the end of last quarter and $135.4 million at the end of 2007. The Company used $33.5 million of cash during the fourth quarter to reduce debt pursuant to the amendment of its senior secured credit agreement. With $12.8 million of available borrowing capacity under its revolving line of credit, Champion's total liquidity stood at $65.6 million at year end. -- Total debt decreased during the quarter by $50 million from $363 million at the end of the third quarter to $313 million as of Jan. 3, 2009. Approximately $16 million of the decline was the result of exchange rate changes. -- Available U.S. federal tax loss carryforwards totaled approximately $346 million at Jan. 3, 2009 and may be utilized by the Company to offset future taxable income generated in the U.S. until the carryforwards expire in 2023 through 2028. Fourth Quarter and Year-End 2008 Conference Call Champion Enterprises will host a conference call on Thursday, Feb. 19, 2009 at 11 a.m. EST to discuss these results and current business trends. To listen to the call, please call (888) 690-2899 for domestic callers or (913) 312-1381 for international callers. The passcode is 8270458. The call may also be heard live over the Internet at http://www.championhomes.com/ under the "Investors" link. A telephone replay of the call will be available approximately two hours after the call's conclusion through Friday, Feb. 27, 2009. To access the telephone replay, please call (888) 203-1112 for domestic callers or (719) 457-0820 for international callers. The passcode is 8270458. A webcast replay will be available on the Company's Web site for at least 90 days under the "Investors" link. About Champion Troy, Michigan-based Champion Enterprises, Inc., a leader in factory-built construction, operates 30 manufacturing facilities in North America and the United Kingdom working with independent retailers, builders and developers. The Champion family of builders produces manufactured and modular homes, as well as modular buildings for government and commercial applications. For more information, please visit http://www.championhomes.com/. Forward-Looking Statements This news release contains certain statements, including statements regarding cost reductions, market improvement, maintenance of liquidity, backlogs and pending orders and the use of U.S. federal tax loss carryforwards, each of which could be construed to be forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements reflect the Company's views with respect to future plans, events and financial performance. The Company does not undertake any obligation to update the information contained herein, which speaks only as of the date of this press release. The Company has identified certain risk factors which could cause actual results and plans to differ substantially from those included in the forward-looking statements. These factors are discussed in the Company's most recently filed Form 10-K and other filings with the Securities and Exchange Commission, in each case under the section entitled "Forward-Looking Statements," and those discussions regarding risk factors are incorporated herein by reference. CHAMPION ENTERPRISES, INC. CONSOLIDATED FINANCIAL SUMMARY (Dollars and weighted shares in thousands, except per share amounts) (UNAUDITED) Three Months Ended Twelve Months Ended ------------------ -------------------- Jan. 3, Dec. 29, % Jan. 3, Dec. 29, % 2009 2007 Change 2009 2007 Change --------- -------- ------- ---------- --------- ------- Net sales: Manufacturing segment $139,511 $223,951 (37.7%) $727,331 $941,945 (22.8%) International segment 41,886 92,110 (54.5%) 279,641 280,814 (0.4%) Retail segment 7,464 15,749 (52.6%) 36,521 73,406 (50.2%) Less: intercompany (1,000) (6,200) (10,300) (22,700) --------- --------- ---------- ---------- Total net sales 187,861 325,610 (42.3%) 1,033,193 1,273,465 (18.9%) Cost of sales 171,460 280,527 906,685 1,083,601 --------- --------- ---------- ---------- Gross margin 16,401 45,083 126,508 189,864 Selling, general and administrative expenses 25,803 45,534 130,756 158,142 Restructuring charges 1,212 2,659 10,683 3,780 Foreign currency transaction losses (gains) 8,685 (1,008) 10,536 (1,008) Amortization of intangible assets 2,054 1,454 9,251 5,727 --------- --------- ---------- ---------- Operating (loss) income (21,353) (3,556) (34,718) 23,223 Loss on debt retirement 608 4,543 608 4,543 Interest expense, net 4,633 3,115 16,692 14,731 --------- --------- ---------- ---------- (Loss) income before income taxes (26,594) (11,214) (52,018) 3,949 Income tax expense (benefit) (5,789) (5,262) 147,442 (3,243) --------- --------- ---------- ---------- Net (loss) income $(20,805) $(5,952) $(199,460) $7,192 ========= ========= ========== ========== Basic (loss) income per share $(0.27) $(0.08) $(2.57) $0.09 ========= ========= ========== ========== Weighted shares for basic EPS 77,787 77,248 77,700 76,916 ========= ========= ========== ========== Diluted (loss) income per share $(0.27) $(0.08) $(2.57) $0.09 ========= ========= ========== ========== Weighted shares for diluted EPS 77,787 77,248 77,700 77,719 ========= ========= ========== ========== See accompanying Notes to Consolidated Financial Information. CHAMPION ENTERPRISES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) (UNAUDITED) Jan. 3, Sept. 27, Dec. 29, 2009 2008 2007 -------- --------- ----------- Assets: Cash and cash equivalents $52,787 $92,760 $135,408 Short-term investments - 6,950 - Accounts receivable 33,935 71,537 89,646 Inventories 52,960 71,059 90,782 Deferred tax assets 673 654 29,746 Other current assets 9,839 7,166 14,827 -------- --------- ----------- Total current assets 150,194 250,126 360,409 -------- --------- ----------- Property, plant and equipment, net 96,863 105,785 116,984 Goodwill and other intangible assets, net 375,692 418,722 433,151 Deferred tax assets - - 87,983 Other non-current assets 22,260 21,118 23,696 -------- --------- ----------- Total assets $645,009 $795,751 $1,022,223 ======== ========= =========== Liabilities and Shareholders' Equity: Short-term debt $12,229 $43,716 $25,884 Accounts payable 70,050 111,707 119,390 Other accrued liabilities 105,353 117,382 173,052 -------- --------- ----------- Total current liabilities 187,632 272,805 318,326 -------- --------- ----------- Long-term debt 300,851 319,364 342,897 Deferred tax liabilities 36,592 37,852 7,065 Other long-term liabilities 33,111 33,868 34,089 Shareholders' equity 86,823 131,862 319,846 -------- --------- ----------- Total liabilities and shareholders' equity $645,009 $795,751 $1,022,223 ======== ========= =========== See accompanying Notes to Consolidated Financial Information. CHAMPION ENTERPRISES, INC. CONSOLIDATED CONDENSED CASH FLOW STATEMENTS (In thousands) (UNAUDITED) Three Months Ended Twelve Months Ended ------------------- -------------------- Jan. 3, Dec. 29, Jan. 3, Dec. 29, 2009 2007 2009 2007 ------------------- -------------------- Net (loss) income $(20,805) $(5,952) $(199,460) $7,192 Adjustments: Depreciation and amortization 4,938 5,027 22,478 20,063 Stock-based compensation (822) 740 (476) 2,975 Change in deferred taxes (8,340) (13,217) 136,186 (17,637) Fixed asset impairment charges - 2,000 7,000 2,000 Compensation portion of UK earnout payment - - (5,884) - Insurance proceeds 1,687 - 7,478 - LCM inventory charge 6,300 - 14,100 - Gain on disposal of fixed assets (270) (566) (505) (1,199) Loss on debt retirement 608 4,543 608 4,543 Foreign currency transaction losses (gains) 8,685 (1,008) 10,536 (1,008) Increase/decrease: Accounts receivable 28,091 24,695 42,678 (28,412) Inventories 9,587 3,045 21,648 24,024 Accounts payable (25,646) 8,116 (28,295) 61,230 Accrued liabilities (6,942) 14,780 (44,370) 5,733 Other, net (520) 2,963 248 801 ------------------- -------------------- Cash (used for) provided by operating activities (3,449) 45,166 (16,030) 80,305 ------------------- -------------------- Additions to property, plant and equipment (758) (4,707) (12,179) (10,201) Acquisitions and related payments - (96,208) (8,892) (96,208) Purchase of short-term investments - - (10,000) - Redemption of short-term investments 6,950 - 10,000 - Proceeds on disposal of fixed assets 707 847 3,557 4,487 Distributions from unconsolidated affiliates 9 - 9 884 ------------------- -------------------- Cash provided by (used for) investing activities 6,908 (100,068) (17,505) (101,038) ------------------- -------------------- Proceeds from Convertible Notes - 180,000 - 180,000 Redemption of Senior Notes - (79,728) - (79,728) Payments on debt (34,067) (14,752) (61,174) (16,329) Proceeds from Revolver debt - - 25,000 - Increase in deferred financing costs (2,744) (5,939) (2,744) (5,939) Decrease in restricted cash - - - 15 Common stock issued, net - 1,507 437 3,801 ------------------- -------------------- Cash (used for) provided by financing activities (36,811) 81,088 (38,481) 81,820 ------------------- -------------------- Cash provided by (used for) discontinued operations 31 (223) 124 62 Effect of exchange rate changes on cash and cash equivalents (6,652) (1,837) (10,729) 4,051 ------------------- -------------------- (Decrease) increase in cash and cash equivalents (39,973) 24,126 (82,621) 65,200 Cash and cash equivalents at beginning of period 92,760 111,282 135,408 70,208 ------------------- -------------------- Cash and cash equivalents at end of period $52,787 $135,408 $52,787 $135,408 =================== ==================== See accompanying Notes to Consolidated Financial Information. CHAMPION ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (1) On December 21, 2007, the Company acquired substantially all of the assets and the business of SRI Homes Inc. ("SRI"), a producer of factory-built homes in western Canada. The results of operations for SRI are included in the Company's results and its manufacturing segment beginning in the first quarter of 2008. (2) The Company evaluates the performance of its manufacturing, international and retail segments based on income before amortization of intangible assets, interest, income taxes, foreign currency transaction gains and losses on intercompany indebtedness, losses on debt retirements and general corporate expenses. A reconciliation of (loss) income before income taxes for the three and twelve months ended is as follows (dollars in thousands): As a As a % of % of Three months ended: Jan. 3, Related Dec. 29, Related 2009 Sales 2007 Sales ----------------------------------- Manufacturing segment (loss) income $(271) (0.2)% $2,565 1.1% International segment income 1,315 3.1% 3,449 3.7% Retail segment loss (7,172) (96.1)% (316) (2.0)% General corporate expenses (4,986) (8,439) Amortization of intangible assets (2,054) (1,454) Loss on debt retirement (608) (4,543) Intercompany eliminations 500 (369) Foreign currency transaction (losses) gains (8,685) 1,008 Interest expense, net (4,633) (3,115) --------- --------- Loss before income taxes $(26,594) (14.2%) $(11,214) (3.4%) ========= ========= As a As a % of % of Twelve months ended: Jan. 3, Related Dec. 29, Related 2009 Sales 2007 Sales ----------------------------------- Manufacturing segment income $13,054 1.8% $40,106 4.3% International segment income 16,266 5.8% 17,393 6.2% Retail segment (loss) income (18,163) (49.7)% 1,911 2.6% General corporate expenses (26,788) (31,799) Amortization of intangible assets (9,251) (5,727) Loss on debt retirement (608) (4,543) Intercompany eliminations 700 331 Foreign currency transaction (losses) gains (10,536) 1,008 Interest expense, net (16,692) (14,731) --------- --------- (Loss) income before income taxes $(52,018) (5.0%) $3,949 0.3% ========= ========= (3) During the year ended January 3, 2009, the Company provided a valuation allowance for 100% of its U.S. deferred tax assets resulting in a non-cash charge of $164.5 million. In addition to this tax charge, the tax provision for the full year also includes a tax benefit for the U.S. losses and foreign tax expense of $9.6 million. (4) For the three and twelve month periods ended January 3, 2009, the Company's retail segment recorded charges of $6.3 million and $14.1 million, respectively, to reduce inventory values to estimated market value. These charges are included in cost of sales. (5) During the fourth quarter and year ended January 3, 2009, charges totaling $1.2 million and $11.0 million, respectively, were incurred in connection with the reduction in corporate staff by 45 positions in the fourth quarter and the closure of two manufacturing facilities in Oregon and Indiana and the reduction in North American regional offices in the first quarter. Charges totaling $0.6 million and $9.9 million were recorded in the manufacturing segment with the remaining $0.6 million and $1.1 million included in general corporate expenses for the three and twelve month periods ended January 3, 2009, respectively. A portion of the first quarter 2008 charges, totaling $0.3 million, were recorded in cost of sales with the balance reported as restructuring charges. During the fourth quarter and year ended December 29, 2007, charges totaling $3.6 million and $4.9 million, respectively, were incurred in connection with the closure of a manufacturing facility in Alabama in the fourth quarter and a facility in Pennsylvania during the first quarter. These charges were recorded in the manufacturing segment. A portion of these charges, totaling $0.9 million in the fourth quarter and $1.1 million for the year, were recorded in cost of sales, with the balance reported as restructuring charges. (6) During the fourth quarter of 2008, the Company recognized a pretax foreign currency translation gain of $15.9 million related to its sterling- denominated term loan. This gain, net of $6.2 million of deferred income tax expense, is reflected in the other comprehensive income component of stockholders' equity. The Company's net deferred tax assets decreased by $6.2 million as a result of this adjustment requiring a corresponding reduction to the related valuation allowance. The non-cash deferred income tax benefit of $6.2 million recorded to reduce the deferred tax asset valuation allowance is included in the Company's net loss for the quarter. (7) Fourth quarter 2008 international segment income was reduced by $0.6 million of expense recorded in connection with the earn out provisions of the ModularUK Building Systems acquisition in February 2008. (8) During the fourth quarter and year ended December 29, 2007, the Company accrued an estimated payment of $13.3 million of contingent consideration related to the fiscal 2007 performance of Caledonian Building Systems Limited, acquired by Champion in 2006. Approximately $6.9 million of the amount accrued was recorded as an increase to goodwill while the remaining $6.4 million was recorded as compensation expense in the international segment. During the third quarter of 2008, the Company settled this obligation for $12.3 million, $1.0 million less than the amount accrued in 2007 as a result of changes in the exchange rate. Approximately $6.4 million of the payment is included in acquisitions and related payments on the cash flow statement with the remaining $5.9 million reflected as a reduction of cash flow from operating activities. (9) During the year ended January 3, 2009 the Company repaid the $24.0 million (CAD) note issued in connection with its acquisition of SRI. (10) The Company borrowed $25.0 million under its revolving line of credit during the third quarter of 2008 and in October 2008 repaid $10.0 million of the revolving loan and $23.5 million of its term debt pursuant to an amendment of its senior secured credit agreement. (11) Gains on disposal of fixed assets resulted primarily from the sale of two idle plants in both 2008 and 2007. CHAMPION ENTERPRISES, INC. OTHER STATISTICAL INFORMATION (UNAUDITED) Three months ended Twelve Months Ended ------------------ ------------------- Jan. 3, Dec. 29, % Jan. 3, Dec. 29, % 2009 2007 Change 2009 2007 Change -------------------------- -------------------------- MANUFACTURING SEGMENT Units sold: HUD-Code 1,411 2,251 (37.3%) 6,399 9,971 (35.8%) Modular 502 921 (45.5%) 2,507 3,670 (31.7%) Canadian 414 422 (1.9%) 2,332 1,637 42.5% Other 38 17 123.5% 168 68 147.1% ------------------ ------------------ Total units sold 2,365 3,611 (34.5%) 11,406 15,346 (25.7%) Less: intercompany (25) (92) (72.8%) (156) (312) (50.0%) ------------------ ------------------ Units sold to independent retailers / builders 2,340 3,519 (33.5%) 11,250 15,034 (25.2%) Floors sold 4,126 6,697 (38.4%) 20,177 29,233 (31.0%) Multi-section mix 67% 75% 68% 77% Average unit prices, excluding delivery Total $53,900 $55,700 (3.2%) $56,100 $55,100 1.8% HUD-Code $43,200 $45,000 (4.0%) $44,700 $45,000 (0.7%) Modular $70,500 $73,000 (3.4%) $69,600 $76,500 (9.0%) DATASOURCE: Champion Enterprises, Inc. CONTACT: Laurie Van Raemdonck, Vice President, Investor Relations, +1- 248-614-8267, , or Phyllis Knight, Executive Vice President and CFO, +1-248-614-8200, both of Champion Enterprises, Inc. Web site: http://www.championhomes.com/ Company News On-Call: http://www.prnewswire.com/comp/110861.html

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