Equity-Based Compensation

12 Months Ended

Mar. 30, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

13.	Equity-Based Compensation

The Company has equity incentive plans under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. Equity-based compensation expense of $102.0 million, $0.6 million, and $0.6 million was recognized in fiscal 2019, 2018, and 2017, respectively. Included in equity-based compensation in fiscal 2019 is $6.0 million of expense related to former Skyline employees that vested in conjunction with the Exchange. Equity-based compensation expense was included in SG&A expenses in the accompanying consolidated statements of operations. The total associated income tax benefit recognized was $0.2 million in fiscal 2019, and zero in both fiscal 2018 and 2017. Total unrecognized equity-based compensation for all share-based payment plans was $8.4 million at March 30, 2019, of which $6.1 million will be recognized in fiscal 2020, $2.2 million in fiscal 2021 and $0.1 million thereafter, or a weighted-average period of 1.5 years.

Time-Vesting and Performance-Vesting Restricted Share Awards

Champion Holdings granted awards to its officers, management employees and certain members of the Board of Managers under an equity-classified management incentive plan (the “MIP”). In accordance with the provisions of the MIP, as modified on June 1, 2018, unvested units Champion Holdings granted under the MIP were exchanged for unregistered, time-vesting restricted shares and performance-vesting restricted shares of the Company subject to stock restriction agreements (the “SRAs”). The exchange was accounted for as a modification. The time-vesting restricted shares contained service conditions in which vesting would occur 20% per year over a five-year period, unless certain performance conditions were achieved in which vesting would occur immediately upon a change of control or upon an occurrence of a follow-on public offering as defined in the SRAs. During fiscal 2019, a significant portion of the outstanding restricted shares vested in conjunction with certain follow-on public offerings. The incremental fair value of the modification of the awards was $95.1 million and was recognized in fiscal 2019 as all vesting conditions were met during the period. A summary of the activity associated with these awards is as follows:

(in thousands)	Management Incentive Plan Award Units			Time Vesting Restricted Share Awards		Performance Vesting Restricted Share Awards

Outstanding at April 2, 2016		11,754			—		—
Granted		988			—		—
Forfeited		(238	)		—		—
Outstanding at April 1, 2017		12,504			—		—
Granted		351			—		—
Forfeited		(200	)		—		—
Outstanding at March 31, 2018		12,655			—		—
Granted		1,000			—		—
Forfeited		—			—		—
Exchange of MIP awards for RSA Awards		(13,655	)		290		3,686
Vested		—			—		(3,686	)
Outstanding at March 30, 2019		—			290		—

On September 26, 2018, the Company’s shareholders approved the Company’s 2018 Equity Incentive Plan (the “Equity Plan”) which provides for grants of options, stock appreciation rights, restricted and unrestricted stock and stock units, performance awards, and other awards convertible into or otherwise based on shares of the Company’s common stock. Prior to the approval of the Equity Plan, the Company maintained the Skyline Corporation 2015 Stock Incentive Plan, which allowed for the grant of stock options and other equity awards. General terms and methods of valuation for the Company’s share-based awards granted under the Equity Plan are described below.

Stock Options

Stock options have terms of 10 years, with one-third of each grant vesting each year for three years, and are assigned an exercise price equal to the higher of the VWAP or closing market price of a share of the Company’s common stock on the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considered volatility of guideline public companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the time period to exercise for each vesting tranche, which is calculated based on the average of 1) the full option contractual term and 2) the starting vest date. The total intrinsic value of options outstanding at March 30, 2019, representing the difference between the exercise price and the market price at March 30, 2019, was approximately $0.6 million. A summary of the activity associated with these awards is as follows:

	Shares (in thousands)		Weighted Average Exercise Price Per Share		Weighted Average Remaining Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at March 31, 2018		—
Granted		146
Exercised		—
Outstanding at March 30, 2019		146	$	15.00		5.50	$	584

Vested and expected to vest at March 30, 2019		146	$	15.00		5.50	$	584
Exercisable at March 30, 2019		—		—		—		—

Performance Share Units

In fiscal 2019, the Company issued performance share units that contain market vesting conditions and service conditions. The market condition is based on the Company’s total shareholder return (“TSR”) compared to the median TSR of certain companies over a three year performance period. The Company used a Monte-Carlo simulation to determine the grant date fair value for these awards, which takes into consideration the possible outcomes pertaining to the TSR market condition. In general, 0% to 150% of the Company’s performance share units vest at the end of a three year service period from the date of service based upon achievement of the market condition as specified in the performance share unit agreement. A summary of the activity associated with these awards is as follows:

	Shares (in thousands)		Weighted Average Grant Date Fair Value Per Unit
Outstanding at March 31, 2018		—
Granted		146	$	3.62
Vested		—
Outstanding at March 30, 2019		146

Restricted Share Units and Restricted Share Awards

Restricted stock units are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards have graded vesting conditions in which a portion of awards vest ratably in equal installments on the anniversary of the service date. The total fair value of restricted stock awards vesting was approximately $8.5 million.

(Units and shares in thousands)	Restricted Share Units		Restricted Share Awards
Outstanding at March 31, 2018		—		—
Granted		158		349
Vested		—		(349	)
Outstanding at March 30, 2019		158		—

Weighted Average Grant Date Fair Value Per Unit or Share	$	14.24	$	29.77

The assumptions used in the Black-Scholes option-pricing model and Monte-Carlo simulation for performance share units along with the weighted-average grant date fair value for awards granted in fiscal 2019 are as follows:

	Options			Performance Share Units

Weighted-average assumptions used:
Expected volatility		25.8	%		29.5	%
Dividend yield		—			—
Risk-free interest rate		2.4	%		2.4	%
Expected term, in years		5.75			2.49
Weighted average grant date fair value per share	$	3.93		$	3.62