UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

April 21, 2006 (August 8, 2005)

Champion Enterprises, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Michigan

(State or Other Jurisdiction of Incorporation)

	1-9751		38-2743168
(Commission File Number)		(IRS Employer Identification No.)

2701 Cambridge Court, Suite 300, Auburn Hills, Michigan			48326
	(Address of Principal Executive Offices)	(Zip Code)

(248) 340-9090

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.

Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A amends Item 9.01 of the Current Report on Form 8-K filed by Champion Enterprises, Inc. (the “Company”) on August 12, 2005 (the “August Form 8-K”), as amended by the Amendment to Current Report on Form 8-K/A filed by the Company on October 21, 2005 (the “Form 8-K/A”), regarding the completion of the acquisition by the Company and its subsidiary NEBS Acquisition Corp. of the business and substantially all the assets, including real and personal property, inventory and accounts receivable, of New Era Building Systems, Inc. and its affiliates Castle Housing of Pennsylvania, Ltd. and Carolina Building Solutions LLC (collectively, “New Era”). This amendment supplements the historical financial statements of the business acquired under Item 9.01(a), which financial statements and information were not included in the August Form 8-K or the Form 8-K/A.

Item 9.01.

Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

Unaudited consolidated balance sheet as of June 30, 2005 and December 31, 2004 and unaudited consolidated income statements and unaudited consolidated statements of cash flows of New Era for the six-month periods ended June 30, 2005 and June 30, 2004, are filed as Exhibit 99.1 hereto.

(d)

Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHAMPION ENTERPRISES, INC.

By:

/s/ JOHN J. COLLINS, JR.

John J. Collins, Jr.

Senior Vice President, General Counsel, and Secretary

Date: April 21, 2006

Index to Exhibits

Exhibit No.

Description

99.1

Exhibit 99.1

NEW ERA BUILDING SYSTEMS, INC.

UNAUDITED CONSOLIDATED INCOME STATEMENT

FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

(IN THOUSANDS)

	Six Months Ended June 30, 2005		Six Months Ended June 30, 2004

Net sales	$	57,540	$	51,558
Cost of sales		51,688		45,679
Gross margin		5,852		5,879

Selling, general, and administrative expenses		4,297		4,150
Operating income		1,555		1,729

Interest expense, net		522		436
Income before minority interest in income of consolidated subsidiaries		1,033		1,293

Minority interest in income of consolidated subsidiaries		43		94
Net income	$	990	$	1,199

See accompanying Notes to Unaudited Consolidated Financial Statements.

NEW ERA BUILDING SYSTEMS, INC.

UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2005 AND DECEMBER 31, 2004

(IN THOUSANDS)

	June 30, 2005		December 31, 2004
Current assets
Cash and cash equivalents	$	1,924	$	1,436
Accounts receivable, trade		2,393		3,555
Inventories		14,555		13,308
Other current assets		593		602
Total current assets		19,465		18,901

Property, plant and equipment		25,861		24,493
Less-accumulated depreciation		10,159		9,228
		15,702		15,265

Goodwill		1,092		1,092
Other non-current assets		355		590
	$	36,614	$	35,848

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Short-term debt	$	8,641	$	7,687
Current maturities of long-term debt		1,222		809
Accounts payable		4,131		4,824
Accrued warranty obligations		1,771		1,771
Customer deposits		674		1,195
Other current liabilities		6,481		5,301
Total current liabilities		22,920		21,587

Long-term debt		7,130		6,587
Contingent liabilities
Minority interest in net assets of consolidated subsidiaries		1,987		1,944
Shareholders’ equity		4,577		5,730
	$	36,614	$	35,848

See accompanying Notes to Unaudited Consolidated Financial Statements.

NEW ERA BUILDING SYSTEMS, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

(IN THOUSANDS)

	Six Months Ended			Six Months Ended
	June 30, 2005			June 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	990		$	1,199
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in income of consolidated subsidiaries		43			94
Depreciation and amortization		931			799
Increase/decrease:
Accounts receivable		1,162			(197	)
Inventories		(1,247	)		(1,094	)
Accounts payable		(693	)		494
Other, net		668			1,507
Net cash provided by continuing operating activities		1,854			2,802

CASH FLOWS FROM INVESTING ACTIVITES:
Additions to property, plant and equipment		(1,368	)		(1,266	)
Advances to unconsolidated subsidiaries		—			(629	)
Net cash used for investing activities		(1,368	)		(1,895	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in long- and short-term debt		1,910			930
Dividends paid		(1,908	)		(1,705	)
Net cash provided by (used for) financing activities		2			(775	)

Net increase in cash and cash equivalents		488			132
Cash and cash equivalents at beginning of period		1,436			1,022
Cash and cash equivalents at end of period		1,924			1,154

See accompanying Notes to Unaudited Consolidated Financial Statements.

NEW ERA BUILDING SYSTEMS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the six months ended June 30, 2005 and June 30, 2004

NOTE 1 – Basis of presentation and summary of significant accounting policies

Basis of presentation and principles of consolidation

On August 8, 2005, pursuant to respective Asset Purchase Agreements, a wholly-owned subsidiary of Champion Enterprises, Inc. (“Champion”) acquired the assets of New Era Building Systems, Inc. (“New Era”), its wholly-owned subsidiary Unique Fabrications, LLC (“Unique”), and its majority-owned subsidiaries, Castle Housing of Pennsylvania, Ltd. (“Castle”) and Carolina Building Solutions, LLC (“CBS”), collectively “the acquired businesses.” At December 31, 2004, New Era owned 55.7% and 54.6%, respectively, of the outstanding membership interests of Castle and CBS.

The consolidated financial statements include the accounts of the acquired businesses (“the Company”). All significant intercompany transactions have been eliminated.

At June 30, 2005, New Era held a 62% interest in an affiliate. The affiliate was not acquired by Champion in the asset acquisitions described above, and therefore New Era’s investment in the affiliate and the affiliate’s accounts and results are not included in the accompanying consolidated financial statements of the acquired companies. At June 30, 2005, New Era’s investment in the affiliate was $178,000.

Business

The Company is a manufacturer and wholesaler of modular and manufactured housing. The factory-built homes that are produced are primarily single-family dwellings sold to builders/retailers throughout the Eastern United States.

NOTE 2 – Inventory

The following is a summary of inventories by component at June 30, 2005 and December 31, 2004:

	June 30, 2005			December 31, 2004
		(in thousands)
Raw materials	$	5,833		$	6,182
Work-in-process		1,586			1,586
Finished goods		7,173			5,577
Inventory reserve		(37	)		(37)
Total inventory	$	14,555		$	13,308

NOTE 3 – Short-term debt

Short-term debt primarily consists of borrowings under bank lines of credit and is secured by the accounts receivable, inventories and certain property and equipment of the Company. Interest on short-term debt ranges from the bank’s prime rate (6.25% at June 30, 2005) to the prime rate plus 0.5%.

NOTE 4 – Long-term debt

Long-term debt at June 30, 2005 and December 31, 2004 consists of the following:

	June 30, 2005			December 31, 2004
		(in thousands)
Mortgage loans payable		8,352			7,396
Less: current portion		(1,222	)		(809	)
Long-Term Debt	$	7,130		$	6,587

Mortgage loans are secured principally by land, buildings and certain equipment. Interest on mortgage loans is payable monthly at rates ranging from the bank’s prime rate (6.25% at June 30, 2005) to 8.375%.

NOTE 5 – Other current liabilities

Other current liabilities at June 30, 2005 and December 31, 2004 consists of the following:

	June 30, 2005		December 31, 2004
		(in thousands)
Accrued dealer volume rebates	$	1,912	$	1,233
Accrued delivery and set up costs		1,438		1,024
Accrued employee costs		1,523		938
Other accrued liabilities		1,608		2,106
Total current liabilities	$	6,481	$	5,301

NOTE 6 – Contingent liabilities

As is customary in the manufactured housing industry, a significant portion of the Company’s sales to builders/retailers are made pursuant to repurchase agreements with lending institutions that provide wholesale floor plan financing to the builders/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 builders/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. Losses under repurchase agreements have not been and at June 30, 2005, are not expected to be significant.

NOTE 7 – Related party transactions

A significant portion of the shareholders of the Company are also customers of the Company. During 2005 and 2004, there were significant amounts of sales to these shareholders as well as rebates earned and accrued or paid to these shareholders.

NOTE 8 – Income Taxes

New Era is an S Corporation and its subsidiaries are limited liability corporations and therefore are not subject to federal and most state income taxes. Accordingly, there is no provision for federal income taxes in the consolidated financial statement. State income taxes are provided in the consolidated financial statements for states in which the Company is subject to income tax.