UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-04714
Champion Homes, Inc.
(Exact name of registrant as specified in its charter)
Indiana
35-1038277
(State of Incorporation)
(I.R.S. Employer Identification No.)
755 West Big Beaver Road, Suite 1000
Troy, Michigan
48084
(Address of Principal Executive Offices)
(Zip Code)
(248) 614-8211
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
SKY
New York Stock Exchange
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filers,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:):
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock outstanding as of July 30, 2024: 57,579,729
CHAMPION HOMES, INC.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 29, 2024 (unaudited) and March 30, 2024
1
Condensed Consolidated Income Statements (unaudited) for the three months ended June 29, 2024 and July 1, 2023
2
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended June 29, 2024 and July 1, 2023
3
Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended June 29, 2024 and July 1, 2023
4
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended June 29, 2024 and July 1, 2023
5
Notes to Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3. Quantitative and Qualitative Disclosures About Market Risk
23
Item 4. Controls and Procedures
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
25
SIGNATURES
26
i
EXPLANATORY NOTE
On August 1, 2024, Skyline Champion Corporation changed its name to Champion Homes, Inc., which we refer to in this Quarterly Report on Form 10-Q as the “name change.” Unless the context otherwise requires, references herein to the “Company,” “we,” “us,” or “our” refer to Skyline Champion Corporation for periods ending on or before the name change and to Champion Homes, Inc. for any references to the Company after the name change.
ii
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Consolidated Balance Sheets
(Dollars and shares in thousands, except per share amounts)
June 29, 2024
March 30, 2024
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
548,933
495,063
Trade accounts receivable, net
72,706
64,632
Inventories, net
319,958
318,737
Other current assets
34,331
39,870
Total current assets
975,928
918,302
Long-term assets:
Property, plant, and equipment, net
293,390
290,930
Goodwill
357,973
Amortizable intangible assets, net
73,459
76,369
Deferred tax assets
27,645
26,878
Other noncurrent assets
258,735
252,889
Total assets
1,987,130
1,923,341
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Floorplan payable
92,858
91,286
Accounts payable
61,448
50,820
Other current liabilities
264,388
247,495
Total current liabilities
418,694
389,601
Long-term liabilities:
Long-term debt
24,684
24,669
Deferred tax liabilities
7,060
6,905
Other liabilities
85,945
79,796
Total long-term liabilities
117,689
111,370
Stockholders' Equity:
Common stock, $0.0277 par value, 115,000 shares authorized, 57,579 and 57,815 shares issued as of June 29, 2024 and March 30, 2024, respectively
1,598
1,605
Additional paid-in capital
574,365
568,203
Retained earnings
889,837
866,485
Accumulated other comprehensive loss
(15,053
)
(13,923
Total stockholders’ equity
1,450,747
1,422,370
Total liabilities and stockholders’ equity
See accompanying Notes to Condensed Consolidated Financial Statements.
Condensed Consolidated Income Statements
(Unaudited, dollars in thousands, except per share amounts)
Three months ended
July 1, 2023
Net sales
627,779
464,769
Cost of sales
463,564
335,096
Gross profit
164,215
129,673
Selling, general, and administrative expenses
108,827
70,439
Operating income
55,388
59,234
Interest (income), net
(4,249
(9,301
Other (income)
(1,219
—
Income before income taxes
60,856
68,535
Income tax expense
13,719
17,266
Net income before equity in net loss of affiliates
47,137
51,269
Equity in net loss of affiliates
1,343
Net income
45,794
Net income per share:
Basic
0.79
0.90
Diluted
0.89
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, dollars in thousands)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments
(1,130
2,183
Total comprehensive income
44,664
53,452
Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
10,612
7,592
Amortization of deferred financing fees
93
69
Equity-based compensation
6,090
5,428
Deferred taxes
(653
(997
Loss on disposal of property, plant, and equipment
43
Foreign currency transaction loss (gain)
212
(207
Dividends from equity method investment
522
Change in fair value of contingent consideration
7,912
Change in assets and liabilities:
Accounts receivable
(8,088
16,676
Floor plan receivables
(10,603
Inventories
(1,375
6,173
Other assets
5,541
(6,974
10,950
1,375
Accrued expenses and other liabilities
16,223
(5,548
Net cash provided by operating activities
84,616
74,857
Cash flows from investing activities
Additions to property, plant, and equipment
(10,712
(10,341
Investment in floor plan loans
(18,466
Proceeds from floor plan loans
1,606
3,184
Proceeds from disposal of property, plant, and equipment
8
Net cash used in provided by investing activities
(9,082
(25,615
Cash flows from financing activities
Changes in floor plan financing, net
1,573
Payments on long term debt
(1
Payments on repurchase of common stock
(20,000
Stock option exercises
75
Tax payments for equity-based compensation
(2,251
(961
Net cash used in financing activities
(20,604
Effect of exchange rate changes on cash and cash equivalents
(1,060
1,983
Net increase in cash and cash equivalents
53,870
50,264
Cash and cash equivalents at beginning of period
747,453
Cash and cash equivalents at end of period
797,717
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, dollars and shares in thousands)
Three months ended June 29, 2024
Shares
Amount
AdditionalPaid inCapital
RetainedEarnings
AccumulatedOtherComprehensiveLoss
Total
Balance at March 30, 2024
57,815
Net common stock issued under equity-based compensation plans
56
72
(2,242
(2,168
Common stock repurchases
(292
(9
(20,200
(20,209
Balance at June 29, 2024
57,579
Three months ended July 1, 2023
Balance at April 1, 2023
57,108
1,585
519,479
725,672
(13,735
1,233,001
(960
Balance at July 1, 2023
57,133
1,586
524,907
775,980
(11,552
1,290,921
Components of accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.
1.Basis of Presentation and Business
Nature of Operations: The operations of Champion Homes, Inc., formerly known as Skyline Champion Corporation (the “Company”), consist of manufacturing, retail, construction services, and transportation activities. At June 29, 2024, the Company operated 43 manufacturing facilities throughout the United States (“U.S.”) and 5 manufacturing facilities in western Canada that primarily construct factory-built, timber-framed manufactured and modular houses that are sold primarily to independent retailers, builders/developers, and manufactured home community operators. The Company’s retail operations consist of 72 sales centers that sell manufactured houses to consumers across the U.S. The Company's construction services business provides installation and set-up services of factory built homes. The Company’s transportation business engages independent owners/drivers to transport recreational vehicles throughout the U.S. and Canada and manufactured houses in certain regions of the U.S.
Basis of Presentation: The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations.
The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries after elimination of intercompany balances and transactions. In the opinion of management, these statements include all normal recurring adjustments necessary to fairly state the Company’s consolidated results of operations, cash flows, and financial position. The Company has evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on May 29, 2024 (the “Fiscal 2024 Annual Report”).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes thereto. Actual results could differ from those estimates. The condensed consolidated income statements, condensed consolidated statements of comprehensive income, and condensed consolidated statements of cash flows for the interim periods are not necessarily indicative of the results of operations or cash flows for the full year.
The Company’s fiscal year is a 52- or 53-week period that ends on the Saturday nearest to March 31. The Company’s current fiscal year, “fiscal 2025,” will end on March 29, 2025 and will include 52 weeks. References to “fiscal 2024” refer to the Company’s fiscal year ended March 30, 2024. The three months ended June 29, 2024 and July 1, 2023 each included 13 weeks, respectively.
The Company’s allowance for credit losses on financial assets measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current economic conditions and forecasts that affect the collectability of the reported amount. Expected credit losses for newly recognized financial assets, as well as changes to expected credit losses during the period, are recognized in earnings. Accounts receivable are reflected net of reserves of $1.8 million and $1.9 million at June 29, 2024 and March 30, 2024, respectively.
Floor plan receivables consist of loans the Company purchased from Triad Financial Services, Inc. ("Triad") in the first quarter of fiscal 2024 for $18.5 million, of which approximately $1.1 million remains outstanding at June 29, 2024, and amounts loaned by the Company through that financial institution to certain independent retailers for purchases of homes manufactured by the Company, of which $24.2 million was outstanding at June 29, 2024, both of which are carried net of payments received and recorded at amortized cost. The Company intends to hold the floor plan receivables until maturity or payoff. These loans are serviced by the financial institution, to which we pay a servicing fee. Upon execution of the financing arrangement, the floor plan loans are generally payable at the earlier of the sale of the underlying home or two years from the origination date. At June 29, 2024, floor plan receivables are included in other current assets and other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets.
The floor plan receivables are collateralized by the related homes, mitigating loss exposure. The Company and the financial institution evaluate the credit worthiness of each independent retailer prior to credit approval, including reviewing the independent retailer’s payment history, financial condition, and the overall economic environment. We evaluate the risk of credit loss in aggregate on existing loans with similar terms, based on historic experience and current economic conditions, as well as individual retailers with past due balances or other indications of heightened credit risk. The allowance for credit losses related to floor plan receivables was not material as of June 29, 2024. Loans are considered past due if any required interest or curtailment payment remains unpaid 30 days after the due date. Receivables are placed on non-performing status if any interest or installment payments are past due over 90 days. Loans are placed on nonaccrual status when interest payments are past due over 90 days. At June 29, 2024, there were no floor plan receivables on nonaccrual status and the weighted-average age of the floor plan receivables was six months.
Notes to Condensed Consolidated Financial Statements - Continued
Interest income from floor plan receivables is recognized on an accrual basis and is included in interest income in the accompanying Condensed Consolidated Income Statements. Interest income from floor plan receivables for the three months ended June 29, 2024 and July 1, 2023 was $0.5 million and $0.3 million, respectively.
Recently issued accounting pronouncements: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023 (fiscal 2025). We are assessing the effect of this update on our consolidated financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). We are assessing the effect of this update on our consolidated financial statement disclosures.
2.Business Combinations
Regional Homes Acquisition
On October 13, 2023, the Company acquired all of the outstanding equity interests in Regional Enterprises, LLC and related companies (collectively, "Regional Homes") for total purchase consideration of $316.9 million, net of assumed indebtedness and working capital adjustments. The purchase consideration consisted of net cash of $279.5 million, the issuance of 455,098 shares of common stock equal to approximately $27.9 million, and contingent consideration with an estimated fair value of $5.9 million. The contingent consideration is related to an earnout provision in the event certain conditions are met per the terms of the purchase agreement, with a maximum earnout amount of $25.0 million. The initial fair value of the earnout was established using a Monte Carlo simulation method and the resulting liability is recorded in other liabilities in the accompanying Condensed Consolidated Balance Sheets. In the first quarter of fiscal 2025, the method and timing of measuring the earnout was amended, which resulted in a charge of $7.9 million which is reflected in selling, general, and administrative expense in the accompanying Condensed Consolidated Income Statements. The Company accounted for the acquisition as a business combination under the acquisition method of accounting provided by FASB ASC 805, Business Combinations ("ASC 805"). As such, the purchase price was allocated to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The purchase price allocation is based upon preliminary valuation information available to determine the fair value of certain assets and liabilities, including goodwill, and is subject to change as additional information is obtained about the facts and circumstances that existed at the valuation date. The Company expects to finalize the fair values of the assets acquired and liabilities assumed during the one-year measurement period.
The following table presents the consideration transferred and the purchase price allocation:
Description
Fair value of consideration transferred
Fair value of Champion Homes, Inc. common stock issued as consideration (455,098 shares at $61.20)
27,852
Cash consideration, net of cash acquired
279,545
Working capital adjustment
3,644
Estimated earn out consideration
5,904
Total consideration
316,945
Preliminary purchase price allocations:
Trade accounts receivable
16,300
138,933
3,002
86,174
41,800
10,640
Floor plan payable
(75,916
(14,427
(35,662
(12,233
(3,065
Identifiable net assets acquired
155,546
161,399
Total purchase price
7
Trade accounts receivable, other assets, floor plan and accounts payable, long-term debt and other liabilities are generally stated at historical carrying values as they approximate fair value. Retail inventories are reflected at manufacturer wholesale prices. Intangible assets include $16.9 million in customer relationships and $24.9 million in trade names and are based on an independent appraisal. The fair value of customer relationships was determined using the multi-period excess earnings method and fair value of the trade name was determined using the relief-from-royalty method. The Company estimated that each intangible asset has a weighted average useful life of ten years from the acquisition date. Fair value estimates of property, plant, and equipment were based on independent appraisals, giving consideration to the highest and best use of the assets. Key assumptions used in the appraisals were drawn from a combination of market, cost, and sales comparison approaches, as appropriate. Level 3 fair value estimates of $86.2 million related to property, plant, and equipment and $41.8 million related to intangible assets were recorded in the accompanying consolidated balance sheet as of the acquisition date. For further information on acquired assets measured at fair value, see Note 5, Goodwill, Intangible Assets and Cloud Computing Arrangements.
The acquisition of Regional Homes was a taxable business combination. Therefore, the Company’s tax basis in the assets acquired and the liabilities assumed approximate the respective fair values at the acquisition date.
3.Inventories, net
The components of inventory, net of reserves for obsolete inventory, were as follows:
(Dollars in thousands)
Raw materials
101,828
101,429
Work in process
23,880
23,436
Finished goods and other
194,250
193,872
Total inventories, net
At June 29, 2024 and March 30, 2024, reserves for obsolete inventory were $10.0 million and $10.1 million, respectively.
4.Property, Plant, and Equipment
Property, plant, and equipment are stated at cost. Depreciation is calculated primarily on a straight-line basis, generally over the following estimated useful lives: land improvements – 3 to 10 years; buildings and improvements – 8 to 25 years; and vehicles and machinery and equipment – 3 to 8 years. Depreciation expense for the three months ended June 29, 2024 and July 1, 2023 was $7.7 million and $4.6 million, respectively.
The components of property, plant, and equipment were as follows:
Land and improvements
72,447
72,188
Buildings and improvements
185,534
183,109
Machinery and equipment
149,609
142,870
Construction in progress
21,397
20,469
Property, plant, and equipment, at cost
428,987
418,636
Less: accumulated depreciation
(135,597
(127,706
5.Goodwill, Intangible Assets, and Cloud Computing Arrangements
Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At June 29, 2024 and March 30, 2024, the Company had goodwill of $358.0 million. Goodwill is allocated to reporting units included in the U.S. Factory-built Housing segment, which include the Company’s U.S. manufacturing and retail operations. At June 29, 2024, there were no accumulated impairment losses related to goodwill.
Intangible Assets
The components of amortizable intangible assets were as follows:
CustomerRelationships& Other
TradeNames
Gross carrying amount
82,856
46,373
129,229
82,909
46,393
129,302
Accumulated amortization
(41,606
(14,164
(55,770
(39,825
(13,108
(52,933
Amortizable intangibles, net
41,250
32,209
43,084
33,285
During the three months ended June 29, 2024 and July 1, 2023, amortization of intangible assets was $2.9 million and $3.0 million, respectively.
Cloud Computing Arrangements
The Company capitalizes costs associated with the development of cloud computing arrangements in a manner consistent with internally developed software. At June 29, 2024 and March 30, 2024, the Company had capitalized cloud computing costs, net of amortization of $25.5 million and $25.7 million, respectively. Cloud computing costs are included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. Amortization of capitalized cloud computing costs for both the three months ended June 29, 2024 and July 1, 2023 was $0.2 million.
6. Investment in ECN Capital Corporation
In September 2023, the Company entered into a share subscription agreement with ECN Capital Corp. ("ECN") and made a $137.8 million equity investment in ECN on a private placement basis. The Company purchased 33.6 million common shares, representing approximately 12% of the total outstanding common shares of ECN, and 27.5 million mandatory convertible preferred shares (the “Preferred Shares”). The Preferred Shares receive cumulative cash dividends at an annual rate of 4.0%. Following the private placement, the Company owns approximately 19.9% of the voting shares of ECN.
The Company's interest in the common stock investment in ECN is accounted for under the equity method and the Company’s share of the earnings or losses of ECN are recorded on a three-month lag. For the three months ended June 29, 2024, the Company's share of ECN's losses was $1.2 million. There were no earnings or losses recognized related to the equity method investment for the three months ended July 1, 2023. Dividends received on the investment in common stock of ECN are reflected as a reduction to the investment balance and are presented on the Condensed Consolidated Statements of Cash Flows using the nature of the distribution approach. At June 29, 2024, the investment in the common stock of ECN totaled $70.1 million, including $3.1 million of capitalized transaction costs, and is included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. The aggregate value of the Company’s investment in the common stock of ECN based on quoted market price of ECN’s common stock at June 29, 2024 was approximately $41.0 million. We assess our investment in ECN common stock for other than temporary impairment on a quarterly basis or when events or circumstances suggest that the carrying amount of the investment may be impaired. We do not consider the difference in the fair market value of ECN common stock and our investment balance to be other than temporary at June 29, 2024.
The Company's investment in the Preferred Shares is included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. The investment is measured using the measurement alternative for equity investments without a readily determinable fair value. The carrying amount of $64.5 million at June 29, 2024 represents the purchase price and capitalized transaction costs of $2.5 million. There have been no adjustments to the carrying amount or impairment of the investment. For the three months ended June 29, 2024, the
9
Company has reflected dividend income of $1.2 million in other (income) on the accompanying Condensed Consolidated Income Statements from the investment in ECN Preferred Shares. There was no dividend income from the ECN Preferred Shares for the three months ended July 1, 2023.
ECN, a related party, through its wholly-owned subsidiary Triad Financial Services ("Triad"), provides loan servicing for the Company's floor plan receivables, for which we pay a fee that was immaterial for the three months ended June 29, 2024. Triad also provides floor plan financing of the Company's products to independent retailers. At June 29, 2024, the Company had repurchase commitments of $100.9 million on retailer floor plan loans outstanding with Triad.
7.Other Current Liabilities
The components of other current liabilities were as follows:
Customer deposits
81,405
80,833
Accrued volume rebates
23,030
21,169
Accrued warranty obligations
42,418
39,176
Accrued compensation and payroll taxes
40,565
35,063
Accrued insurance
14,473
12,772
Accrued product liability - water intrusion
34,500
Other
27,997
23,982
Total other current liabilities
8.Accrued Warranty Obligations
Changes in the accrued warranty obligations were as follows:
Balance at beginning of period
50,869
35,961
Warranty expense
18,688
12,856
Cash warranty payments
(15,446
(13,727
Balance at end of period
54,111
35,090
Less: noncurrent portion in other long-term liabilities
(11,693
(7,385
Total current portion
27,705
9.Debt and Floor Plan Payable
Long-term debt consisted of the following:
Obligations under industrial revenue bonds due 2029
12,430
Notes payable to Romeo Juliet, LLC, due 2026
5,314
Notes payable to Romeo Juliet, LLC, due 2039
2,036
Note payable to United Bank, due 2026
4,904
4,889
Revolving credit facility maturing in 2026
Total long-term debt
On July 7, 2021, the Company entered into an Amended and Restated Credit Agreement with a syndicate of banks that provides for a revolving credit facility of up to $200.0 million, including a $45.0 million letter of credit sub-facility ("Amended Credit Agreement"). The Amended Credit Agreement replaced the Company's previously existing $100.0 million revolving credit facility. The Amended Credit Agreement allows the Company to draw down, repay and re-draw loans on the available funds during the term, subject to certain terms and conditions, matures in July 2026, and has no scheduled amortization.
10
On May 18, 2023, the Company further amended the Amended Credit Agreement, which removed references to the London Interbank Offer Rate ("LIBOR") and clarified language pertaining to the Secured Overnight Financing Rate ("SOFR") in regards to the interest rate on borrowings. The interest rate on borrowings under the Amended Credit Agreement is based on SOFR plus a SOFR adjustment, plus an interest rate spread. The interest rate spread adjusts based on the consolidated total net leverage of the Company from a high of 1.875% when the consolidated total net leverage ratio is equal to or greater than 2.25:1.00, to a low of 1.125% when the consolidated total net leverage ratio is below 0.50:1.00. Alternatively for same day borrowings, the interest rate is based on an Alternative Base Rate ("ABR") plus an interest rate spread that ranges from a high of 0.875% to a low of 0.125% based on the consolidated total net leverage ratio. In addition, the Company is obligated to pay an unused line fee ranging between 0.15% and 0.3% depending on the consolidated total net leverage ratio, in respect of unused commitments under the Amended Credit Agreement. At June 29, 2024 the interest rate under the Amended Credit Agreement was 6.56% and letters of credit issued under the Amended Credit Agreement totaled $31.5 million. Available borrowing capacity under the Amended Credit Agreement as of June 29, 2024 was $168.5 million.
The Amended Credit Agreement contains covenants that restrict the amount of additional debt, liens and certain payments, including equity buy-backs, investments, dispositions, mergers and consolidations, among other restrictions as defined. The Company was in compliance with all covenants of the Amended Credit Agreement as of June 29, 2024.
Obligations under industrial revenue bonds are supported by letters of credit and bear interest based on a municipal bond index rate. The weighted-average interest rate at June 29, 2024, including related costs and fees, was 5.35%. The industrial revenue bonds require lump-sum payments of principal upon maturity in 2029 and are secured by the assets of certain manufacturing facilities.
As part of the acquisition of Regional Homes, the Company assumed notes payable to Romeo Juliet, LLC, a subsidiary of Wells Fargo Community Investment Holdings, Inc. ("WFC"). The weighted-average interest rate on those notes at June 29, 2024 was 5.42%. The notes are secured by certain assets of Regional Homes. In addition, the Company assumed a note payable to United Bank with an interest rate of 3.85% that is secured by a note receivable from HHB Investment Fund, LLC, a subsidiary of WFC.
Floor Plan Payable
The Company’s retail operations utilize floor plan financing to fund the purchase of manufactured homes for display or resale. At June 29, 2024 and March 30, 2024, the Company had outstanding borrowings on floor plan financing agreements of $92.9 million and $91.3 million, respectively. Total credit line capacity provided under the agreements was $223.0 million as of June 29, 2024. The weighted average interest rate on the floor plan payable was 7.36% at June 29, 2024. Borrowings are secured by the homes and are required to be repaid when the Company sells the related home to a customer.
10.Revenue Recognition
The following tables disaggregate the Company’s revenue by sales category:
U.S.Factory-BuiltHousing
CanadianFactory-BuiltHousing
Corporate/Other
Manufacturing
380,294
20,799
401,093
Retail
219,239
Transportation
7,447
599,533
345,257
26,120
371,377
83,528
9,864
428,785
11
11.Income Taxes
For the three months ended June 29, 2024 and July 1, 2023, the Company recorded $13.7 million and $17.3 million of income tax expense and had an effective tax rate of 22.5% and 25.2%, respectively.
The Company’s effective tax rate for the three months ended June 29, 2024 and July 1, 2023, differs from the federal statutory income tax rate of 21.0% due primarily to the effect of state and local income taxes, non-deductible expenses, tax credits, and results in foreign jurisdictions.
At June 29, 2024, the Company had no unrecognized tax benefits.
12.Earnings Per Share
Basic net income per share attributable to the Company was computed by dividing net income attributable to the Company by the average number of common shares outstanding during the period. Diluted earnings per share is calculated using our weighted-average outstanding common shares, including the dilutive effect of stock awards as determined under the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per common share:
(Dollars and shares in thousands, except per share data)
Numerator:
Net income attributable to the Company's common shareholders
Denominator:
Basic weighted-average shares outstanding
57,865
57,183
Dilutive securities
470
475
Diluted weighted-average shares outstanding
58,335
57,658
Basic net income per share
Diluted net income per share
13.Segment Information
Financial results for the Company's reportable segments have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company's chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker, the Chief Executive Officer, evaluates the performance of the Company’s segments primarily based on net sales, before elimination of inter-company shipments, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and operating assets.
The Company operates in two reportable segments: (i) U.S. Factory-built Housing, which includes manufacturing and retail housing operations and (ii) Canadian Factory-built Housing. Corporate/Other includes the Company’s transportation operations, corporate costs directly incurred for all segments and intersegment eliminations. Segments are generally determined by geography. Segment data includes intersegment revenues and corporate office costs that are directly and exclusively incurred for each segment. Total assets for Corporate/Other primarily include cash and certain U.S. deferred tax items not specifically allocated to another segment.
12
Selected financial information by reportable segment was as follows:
Net sales:
U.S. Factory-built Housing
Canadian Factory-built Housing
Consolidated net sales
Operating income:
U.S. Factory-built Housing EBITDA
79,021
74,233
Canadian Factory-built Housing EBITDA
2,879
4,764
Corporate/Other EBITDA
(16,024
(12,171
Depreciation
(7,702
(4,633
Amortization
(2,910
(2,959
Consolidated operating income
Depreciation:
7,104
4,128
437
356
161
149
Consolidated depreciation
7,702
4,633
Amortization of U.S. Factory-built Housing intangible assets:
2,910
2,959
Capital expenditures:
9,527
9,678
426
466
759
197
Consolidated capital expenditures
10,712
10,341
Total Assets:
U.S. Factory-built Housing (1)
1,239,898
1,239,338
Canadian Factory-built Housing (1)
133,030
132,420
Corporate/Other (1)
614,202
551,583
Consolidated total assets
14.Commitments, Contingencies, and Legal Proceedings
Repurchase Contingencies and Guarantees
The Company is contingently liable under terms of repurchase agreements with lending institutions that provide wholesale floor plan financing to retailers. These arrangements, which are customary in the manufactured housing industry, provide for the repurchase of products sold to retailers in the event of default by the retailer on its agreement to pay the financial institution. The risk of loss from these agreements is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous retailers. The repurchase price is generally determined by the original sales price of the product less contractually defined curtailment payments. Based on these repurchase agreements and our historical loss experience, we established an associated loss reserve which was $1.8 million at June 29, 2024 and March 30, 2024, respectively. Excluding the resale value of the homes, the contingent repurchase obligation as of June 29, 2024 was estimated to be $280.0 million. Losses incurred on homes repurchased were immaterial during the three months ended June 29, 2024 and July 1, 2023.
13
At June 29, 2024, the Company was contingently obligated for $31.5 million under letters of credit, consisting of $12.6 million to support long-term debt, $18.5 million to support the casualty insurance program, and $0.3 million to support bonding agreements. The letters of credit are issued from a sub-facility of the Amended Credit Agreement. The Company was also contingently obligated for $15.9 million under surety bonds, generally to support performance on long-term construction contracts and license and service bonding requirements.
In the normal course of business, the Company’s former subsidiaries that operated in the United Kingdom historically provided certain guarantees to two customers. Those guarantees provide contractual liability for proven construction defects up to 12 years from the date of delivery of certain products. The guarantees remain a contingent liability of the Company which declines over time through October 2027. As of the date of this report, the Company expects few, if any, claims to be reported under the terms of the guarantees.
Product Liability - Water Intrusion
The Company has received consumer complaints for damages related to water intrusion in homes built in one of its manufacturing facilities prior to fiscal 2022. The Company has investigated, and believes, the cause of the damage is the result of materials that did not perform in accordance with the manufacturer's contractual obligations. The Company has identified that certain homes constructed over that period that may be affected. Based on the results of ongoing investigation and repair efforts, the Company has developed and HUD has approved a remediation plan under Subpart I of the HUD code. The plan calls for inspection and repair of affected homes if there is evidence of damage, or procedures to mitigate the opportunity for future damage. As a result of the proposal, the Company recorded charges to execute the remediation plan of $34.5 million during the fourth quarter of fiscal 2024. The Company estimated the charges by establishing a range of total expected costs determined by an actuary using a Monte Carlo simulation. The analysis resulted in a range of losses between $34.5 million and $85.0 million. The Company was not able to determine a value in the range that was more likely than any other value, and as prescribed by U.S. GAAP, recorded the charge for remediation based on the low end of the range of potential losses. The Company will monitor the results of the inspection and repair activities, including actual repair costs, and may revise the amount of the estimated liability, which could result in an increase or decrease in the estimated liability in future periods. The liability is included in other current liabilities in the accompanying Condensed Consolidated Balance Sheets.
Based on the Company's investigation into the cause of the water intrusion, including third-party testing of the material at issue, the Company believes it is possible that it will recover some or all of the estimated remediation costs. The Company will attempt to recover those costs from the manufacturer of the material, the distributor of the material, their related insurance providers or from the Company's insurance providers. However, the Company is unable to record an offset for any estimated costs at this time in accordance with U.S. GAAP.
Legal Proceedings
The Company has agreed to indemnify counterparties 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 that arise in the ordinary course of its business. As of the date of this filing, the Company believes the ultimate liability with respect to these contingent obligations will not have, either individually or in the aggregate, a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
14
Item 2.MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following should be read in conjunction with Champion Homes, Inc.’s condensed consolidated financial statements and the related notes that appear in Item 1 of this Report.
Overview
Champion Homes, Inc., formerly known as Skyline Champion Corporation (the “Company”), is a leading producer of factory-built housing in the U.S. and Canada. The Company serves as a complete solutions provider across complementary and vertically integrated businesses including factory-built home manufacturing, company-owned retail locations, construction services, and transportation logistics services. The Company markets its homes under several nationally recognized brand names including Champion Homes, Genesis Homes, Skyline Homes, Regional Homes, Athens Park Models, Dutch Housing, Atlantic Homes, Excel Homes, Homes of Merit, New Era, Redman Homes, ScotBilt Homes, Shore Park, Silvercrest, and Titan Homes in the U.S., and Moduline and SRI Homes in western Canada. The Company operates 43 manufacturing facilities throughout the U.S. and five manufacturing facilities in western Canada that primarily construct factory-built, timber-framed, manufactured and modular houses that are sold primarily to independent retailers, builders/developers, and manufactured home community operators. The Company’s retail operations consist of 72 sales centers that sell manufactured homes to consumers across the U.S. The Company’s transportation business engages independent owners/drivers to transport manufactured homes, recreational vehicles, and other products throughout the U.S. and Canada.
Acquisitions and Expansions
The Company is focused on operational improvements to increase capacity utilization and profitability at its existing manufacturing facilities as well as measured expansion of its manufacturing and retail footprint through facility and equipment investments and acquisitions. Those investments will help improve the Company's ability to satisfy demand for affordable housing. During fiscal 2023, robust demand for housing began to slow as inflation and higher interest rates made housing less affordable. The current economic environment drives an even greater need for attainable housing solutions. As a result, the Company continues to focus on growing in strong housing markets across the U.S. and Canada, as well as expanding products and services to provide more holistic and affordable solutions to homebuyers.
In October 2023, the Company acquired Regional Homes, which operated three manufacturing facilities in Alabama and 44 retail sales centers across the Southeast U.S. Regional Home's strong presence in large HUD markets. greatly expanded our captive retail and manufacturing distribution in that region. In July 2022, the Company acquired 12 Factory Expo retail sales centers from Alta Cima Corporation, which expanded the internal retail network across a broader portion of the U.S. In May 2022, the Company acquired Manis Custom Builders, Inc. ("Manis") in order to expand its manufacturing footprint and further streamline its product offering in the Southeast U.S.
In addition to those acquisitions, the Company is also focused on enhancing its U.S. manufacturing production capacity through various plant start-ups in strategic locations. As a result, the Company began production in previously idled or acquired facilities in Decatur, Indiana and Bartow, Florida in fiscal 2024 and a facility in Pembroke, North Carolina in the fourth quarter of fiscal 2023. The Company owns six idle manufacturing facilities that could be used for further manufacturing capacity expansion in future periods.
During fiscal 2024, the Company made an equity investment in ECN. The investment, in part, facilitated the creation of a captive finance company in partnership with Triad, a subsidiary of ECN. The captive finance company, Champion Financing, provides factory-built home floor plan and consumer loans to manufactured home retailers and homebuyers. The Company believes this offering will provide customers needed financing solutions and improve the Company's market share.
The Company's acquisitions and investments are part of a strategy to grow and diversify revenue with a focus on increasing the Company’s homebuilding presence in the U.S. as well as improving the results of operations through streamlining production of similar product categories. These acquisitions and investments are included in the Company's consolidated results for periods subsequent to their respective acquisition dates.
Industry and Company Outlook
The need for newly built affordable, single-family housing has continued to drive demand for new homes in the U.S. and Canadian markets. In recent years, manufactured home construction experienced revenue growth due to a number of favorable demographic trends and demand drivers in the United States, including underlying growth trends in key homebuyer groups, such as the population over 55 years of age, the population of first-time home buyers, and the population of households earning less than $60,000 per year. More recently, we have seen a number of market trends pointing to increased sales of ADUs and rent-to-own single-family options.
Because of the need for affordable housing, the Company saw an increase in customers orders during three months ended June 29, 2024 versus the same period last year that outpaced production rates. As a result, the Company's backlog was $404.8 million as of June 29, 2024 compared to $260.0 million as of July 1, 2023.
For the three months ended June 29, 2024, approximately 88% of the Company’s U.S. manufacturing sales were generated from the manufacture of homes that comply with the U.S. Department of Housing and Urban Development ("HUD") code construction standard in the U.S. Industry shipments of HUD-code homes are reported on a one-month lag. According to data reported by the Manufactured Housing Institute, HUD-code industry home shipments were 27,024 and 22,217 units during the three months ended May 31, 2024 and 2023, respectively. Based on industry data, the Company’s U.S. wholesale market share of HUD code homes sold was 21.3% and 18.0%, for the three months ended May 31, 2024 and 2023, respectively. Annual HUD-code industry shipments have generally increased since calendar year 2009 when only 50,000 HUD-coded manufactured homes were shipped, the lowest level since the industry began recording statistics in 1959. Annual industry shipments have generally increased each year since calendar year 2009 when only 50,000 HUD-coded manufactured homes were shipped, the lowest level since the industry began recording statistics in 1959. While shipments of HUD-coded manufactured homes have improved modestly in recent years, current manufactured housing shipments are still at lower levels than the long-term historical average of over 200,000 units per year. Manufactured home sales represent approximately 9% of all U.S. single family home starts. Our market share in the U.S total housing market was approximately 2.5% for the three months ended June 29, 2024 compared to 1.9% for the same period in the prior year.
UNAUDITED RESULTS OF OPERATIONS FOR THE FIRST QUARTER OF FISCAL 2025 VS. 2024
Income Statements Data:
Interest income, net
Other income
Reconciliation of Adjusted EBITDA:
Equity in net loss of ECN
1,179
Adjusted EBITDA
74,967
66,826
As a percent of net sales:
26.2
%
27.9
17.3
15.2
8.8
12.7
7.3
11.0
11.9
14.4
16
NET SALES
The following table summarizes net sales for the three months ended June 29, 2024 and July 1, 2023:
$Change
%Change
163,010
35.1
U.S. manufacturing and retail net sales
170,748
39.8
U.S. homes sold
6,538
4,817
1,721
35.7
U.S. manufacturing and retail average home selling price
91.7
89.0
2.7
3.0
Canadian manufacturing net sales
(5,321
(20.4
%)
Canadian homes sold
167
221
(54
(24.4
Canadian manufacturing average home selling price
124.5
118.2
6.4
5.4
Corporate/Other net sales
(2,417
(24.5
U.S. manufacturing facilities in operation at end of period
39
U.S. retail sales centers in operation at end of period
31
Canadian manufacturing facilities in operation at end of period
Net sales for the three months ended June 29, 2024 were $627.8 million, an increase of $163.0 million, or 35.1%, compared to the three months ended July 1, 2023. The following is a summary of the change by operating segment.
U.S. Factory-built Housing:
Net sales for the Company’s U.S. manufacturing and retail operations increased by $170.7 million, or 39.8%, for the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase was primarily due to the inclusion of $151.5 million of net sales from Regional Homes in fiscal 2025. The number of new homes sold during the period increased 35.7% and the average selling price per new home increased 3.0%. The increase in the number of homes sold was due to higher customer demand and production volumes compared to the prior year, and the inclusion of Regional Homes in fiscal 2025. The increase in average selling price was due to the increase in the number of units sold through our company-owned retail sales centers, also in part a result of the addition of Regional Homes. The mix of wholesale unit sales versus homes sold through our company-owned stores impacts average selling price. During the three months ended June 29, 2024, wholesale average selling price per new home decreased due to the decrease in material surcharges and changes in product mix, including customers choosing homes with fewer or lower cost options.
Canadian Factory-built Housing:
The Canadian Factory-built Housing segment net sales decreased by $5.3 million, or 20.4% for the three months ended June 29, 2024 compared to the same period in the prior fiscal year, primarily due to a 24.4% decrease in homes sold partially offset by a 5.4% increase in average home selling price. The increase in average home selling price was primarily due to a change in product mix. The decrease in homes sold is due to slowing demand. On a constant currency basis, net sales for the Canadian segment were unfavorably impacted by approximately $0.2 million due to fluctuations in the translation of the Canadian dollar to the U.S. dollar during the three months ended June 29, 2024 as compared to the same period of the prior fiscal year.
Corporate/Other:
Net sales for Corporate/Other includes the Company’s transportation business and the elimination of intersegment sales. For the three months ended June 29, 2024, net sales decreased $2.4 million, or 24.5%, primarily attributable to continued decreases of shipments of recreational vehicles as part of a shift in focus of this business unit to expanding shipments of manufactured housing.
17
GROSS PROFIT
The following table summarizes gross profit for the three months ended June 29, 2024 and July 1, 2023:
Gross profit:
154,341
118,424
35,917
30.3
5,352
7,028
(1,676
(23.8
4,522
4,221
301
7.1
Total gross profit
34,542
26.6
Gross profit as a percent of net sales
Gross profit as a percent of sales during the three months ended June 29, 2024 was 26.2% compared to 27.9% during the three months ended July 1, 2023. The following is a summary of the change by operating segment.
Gross profit for the U.S. Factory-built Housing segment increased by $35.9 million, or 30.3%, during the three months ended June 29, 2024 compared to the same period in the prior fiscal year. Gross profit was 25.7% as a percent of segment net sales for the three months ended June 29, 2024 compared to 27.6% in the same period of the prior fiscal year. The decrease in gross profit as a percent of segment net sales is being driven by lower wholesale average selling prices and changes in product mix to homes with fewer or lower cost options. In addition, gross margins were negatively impacted by the effect of purchase accounting increases to the carrying value of inventory that was acquired in the Regional Homes acquisition.
Gross profit for the Canadian Factory-built Housing segment decreased by $1.7 million, or 23.8%, during the three months ended June 29, 2024 compared to the same period in the prior fiscal year. The decrease in gross profit is primarily due to lower sales volumes, partially offset by higher average selling prices. Gross profit as a percent of net sales was 25.7% for the three months ended June 29, 2024, compared to 26.9% in the same period of the prior year, primarily due to less absorption of fixed costs due to lower sales volumes.
Gross profit for the Corporate/Other segment increased $0.3 million, or 7.1%, during the three months ended June 29, 2024 compared to the same period of the prior fiscal year.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses include foreign currency transaction gains and losses, equity compensation, and intangible amortization expense. The following table summarizes selling, general, and administrative expenses for the three months ended June 29, 2024 and July 1, 2023:
Selling, general, and administrative expenses:
85,334
51,279
34,055
66.4
2,620
290
11.1
20,583
16,540
4,043
24.4
Total selling, general, and administrative expenses
38,388
54.5
Selling, general, and administrative expense as a percent of net sales
Selling, general, and administrative expenses were $108.8 million for the three months ended June 29, 2024, an increase of $38.4 million, or 54.5%, compared to the same period in the prior fiscal year. The following is a summary of the change by operating segment.
18
Selling, general, and administrative expenses for the U.S. Factory-built Housing segment increased $34.1 million, or 66.4%, during the three months ended June 29, 2024 as compared to the same period in the prior fiscal year. Selling, general, and administrative expenses, as a percent of segment net sales increased to 14.2% for the three months ended June 29, 2024 compared to 12.0% during the comparable period of the prior fiscal year. The acquisition of Regional Homes was the primary driver of the increase. In addition, the Company incurred a charge of $7.9 million in the first quarter of fiscal 2025 related to the change in fair value of the contingent consideration included in the acquisition of Regional Homes.
Selling, general, and administrative expenses for the Canadian Factory-built Housing segment increased $0.3 million, or 11.1%, for the three months ended June 29, 2024 when compared to the same period of the prior fiscal year. Selling, general, and administrative expenses as a percent of segment net sales increased to 14.0% for the three months ended June 29, 2024 compared to 10.0% during the comparable period of the prior fiscal year due to less absorption of fixed costs from lower sales.
Selling, general, and administrative expenses for Corporate/Other includes the Company’s transportation operations, corporate costs incurred for all segments, and intersegment eliminations. Selling, general, and administrative expenses for Corporate/Other increased $4.0 million, or 24.4%, during the three months ended June 29, 2024 as compared to the same period of the prior fiscal year. The increase was due primarily to higher incentive and stock-based compensation expenses and investments made to enhance our online customer experience and support systems.
INTEREST (INCOME), NET
The following table summarizes the components of interest (income), net for the three months ended June 29, 2024 and July 1, 2023:
Interest expense
2,197
377
1,820
482.8
Less: interest income
(6,446
(9,678
3,232
(33.4
5,052
(54.3
Average outstanding floor plan payable
92,072
Average outstanding long-term debt
24,677
Average cash balance
521,998
772,585
Interest income, net was $4.2 million for the three months ended June 29, 2024, compared to $9.3 million in the same period of the prior fiscal year. The change was primarily due to lower interest income from lower average invested cash balances and higher interest expense from larger average floor plan payables and long-term debt balances assumed in the acquisition of Regional Homes.
OTHER (INCOME)
The following table summarizes other (income) for the three months ended June 29, 2024 and July 1, 2023:
100.0
Other (income) for the three months ended June 29, 2024 represents dividend income from the investment in ECN Preferred Shares.
19
INCOME TAX EXPENSE
The following table summarizes income tax expense for the three months ended June 29, 2024 and July 1, 2023:
(3,547
(20.5
Effective tax rate
22.5
25.2
Income tax expense for the three months ended June 29, 2024 was $13.7 million, representing an effective tax rate of 22.5%, compared to income tax expense of $17.3 million, representing an effective tax rate of 25.2% for the three months ended July 1, 2023. The effective tax rate for the three months ended June 29, 2024 was positively impacted by an increase in recognition of tax credits related to the sale of energy efficient homes.
The Company’s effective tax rates for the three months ended June 29, 2024 and July 1, 2023 differ from the federal statutory income tax rate of 21.0% due primarily to the effect of state and local income taxes, non-deductible expenses, tax credits, and results in foreign jurisdictions.
EQUITY IN NET LOSS OF AFFILIATES
The following table summarizes equity in net loss of affiliates for the three months ended June 29, 2024 and July 1, 2023:
The Company's investment in ECN is accounted for under the equity method and the Company’s share of the earnings or losses of ECN are recorded on a three-month lag. Equity in net loss of affiliates of $1.3 million for the three months ended June 29, 2024 represents a loss on the equity method investment in ECN of $1.2 million and net losses from other equity method investments of $0.1 million. There were no earnings or losses recognized related to equity method investments for the three months ended July 1, 2023.
ADJUSTED EBITDA
The following table reconciles net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the three months ended June 29, 2024 and July 1, 2023:
(5,475
(10.7
3,020
*
8,141
12.2
* indicates that the calculated percentage is not meaningful
Adjusted EBITDA for the three months ended June 29, 2024 was $75.0 million, an increase of $8.1 million from the same period of the prior fiscal year. The increase is primarily a result of higher sales volumes and gross profit, partially offset by higher SG&A expenses, primarily due to the inclusion of Regional Homes.
The Company defines Adjusted EBITDA as net income or loss plus expense or minus income: (a) the provision for income taxes; (b) interest (income) expense, net; (c) depreciation and amortization; (d) gain or loss from discontinued operations; (e) non-cash restructuring charges and impairment of assets; (f) equity in net earnings or losses of ECN; (g) charges related to the remediation of the water intrusion product liability claims; and (h) other non-operating income and costs, including but not limited to those costs for the acquisition and integration or disposition of businesses, including the change in fair value of contingent consideration, and idle facilities. Adjusted EBITDA is
20
not a measure of earnings calculated in accordance with U.S. GAAP, and should not be considered an alternative to, or more meaningful than, net income or loss, net sales, operating income or earnings per share prepared on a U.S. GAAP basis. Adjusted EBITDA does not purport to represent cash flow provided by, or used in, operating activities as defined by U.S. GAAP, which is presented in the Statement of Cash Flows. In addition, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.
Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance that management believes is useful to investors, because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company’s operating activities across reporting periods. Management believes Adjusted EBITDA is useful to an investor in evaluating operating performance for the following reasons: (i) Adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest income and expense, taxes, depreciation and amortization and other non-operating income or loss, which can vary substantially from company to company depending upon accounting methods and the book value of assets, capital structure and the method by which assets were acquired; and (ii) analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies in the industry.
Management uses Adjusted EBITDA for planning purposes, including the preparation of internal annual operating budget and periodic forecasts: (i) in communications with the Board of Directors and investors concerning financial performance; (ii) as a factor in determining bonuses under certain incentive compensation programs; and (iii) as a measure of operating performance used to determine the ability to provide cash flows to support investments in capital assets, acquisitions and working capital requirements for operating expansion.
BACKLOG
Although orders from customers can be canceled at any time without penalty, and unfilled orders are not necessarily an indication of future business, the Company’s unfilled U.S. and Canadian manufacturing orders at June 29, 2024 totaled $404.8 million compared to $260.0 million at July 1, 2023. The increase in backlog is due to higher net orders and the acquisition of Regional Homes.
Liquidity and Capital Resources
Sources and Uses of Cash
The following table presents summary cash flow information for the three months ended June 29, 2024 and July 1, 2023:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash, cash equivalents
The Company’s primary sources of liquidity are cash flows from operations and existing cash balances. Cash balances and cash flows from operations for the next year are expected to be adequate to cover working capital requirements, capital expenditures, and strategic initiatives and investments. The Company has an Amended Credit Agreement which provides for a $200.0 million revolving credit facility, including a $45.0 million letter of credit sub-facility. At June 29, 2024, $168.5 million was available for borrowing under the Amended Credit Agreement. The Company’s revolving credit facility includes (i) a maximum consolidated total net leverage ratio of 3.25 to 1.00, subject to an upward adjustment upon the consummation of a material acquisition, and (ii) a minimum interest coverage ratio of 3.00 to 1.00. The Company anticipates compliance with its debt covenants and projects its level of cash availability to be in excess of cash needed to operate the business for the next year and beyond. In the event operating cash flow and existing cash balances were deemed inadequate to support the Company’s liquidity needs, and one or more capital resources were to become unavailable, the Company would revise its operating strategies.
Cash provided by operating activities was $84.6 million for the three months ended June 29, 2024 compared to $74.9 million for the three months ended July 1, 2023. The increase was primarily driven by higher income before non-cash charges related to the change in fair value of the contingent consideration for the Regional Homes acquisition and the loss on equity method investments, and more favorable changes in working capital items during the first three months of fiscal 2025 as compared to the same period of the prior year.
21
Cash used in investing activities was $9.1 million for the three months ended June 29, 2024 compared to $25.6 million for the three months ended July 1, 2023. The decrease in cash used for investing activities was related to the Company's investment in floor plan loans in fiscal 2024, which did not recur in fiscal 2025.
Cash used in financing activities was $20.6 million for the three months ended June 29, 2024 compared to $1.0 million for the three months ended July 1, 2023. The change in cash between periods was primarily due to share repurchases of $20.0 million in the first quarter of fiscal 2025. As of June 29, 2024, there was approximately $80.0 million remaining on a board-approved share repurchase program. On August 1, 2024, the Company's Board of Directors approved an increase to the share repurchase program to increase the authorization to repurchase the Company's common stock by an additional $20.0 million.
Critical Accounting Policies
For a discussion of our critical accounting policies that management believes affect its more significant judgments and estimates used in the preparation of our Consolidated Financial Statements, see Part II, Item 7 of the Fiscal 2024 Annual Report, under the heading “Critical Accounting Policies.” There have been no significant changes in our significant accounting policies or critical accounting estimates discussed in the Fiscal 2024 Annual Report, other than those included in Note 1, "Basis of Presentation".
Recently Issued Accounting Pronouncements
For information on the impact of recently issued accounting pronouncements, see Note 1, “Basis of Presentation – Recently Issued Accounting Pronouncements,” to the condensed consolidated financial statements included in this Report.
Forward-Looking Statements
Some of the statements in this Report are not historical in nature and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. These statements are often identified by the words “will,” “could”, “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope,” or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in our forward-looking statements, including regional, national and international economic, financial, public health and labor conditions, and the following:
22
If any of the risks or uncertainties referred to above materializes or if any of the assumptions underlying our forward-looking statements proves to be incorrect, then differences may arise between our forward-looking statements and our actual results, and such differences may be material. Investors should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. We assume no obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof, except as required by law.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of the Company’s interest rate and foreign exchange risks, see Part II, Item 7A of the Fiscal 2024 Annual Report, under the heading "Quantitative and Qualitative Disclosures about Market Risk." There have been no significant changes in such risks since March 30, 2024.
Item 4.CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the specified time periods and accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of the CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act at June 29, 2024. Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 29, 2024.
Changes in internal control over financial reporting
There have been no changes in our internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In October 2023, we completed the acquisition of Regional Homes and are currently integrating Regional Homes into our operations, compliance programs and internal control processes. Regional Homes constituted approximately 26% of our total assets as of June 29, 2024, including the goodwill and intangible assets recorded as part of the purchase price allocation and approximately 24% of our net sales for the three months ended June 29, 2024. United States Securities and Exchange Commission guidance allows companies to exclude acquisitions from their assessment of the internal control over financial reporting during the first year following an acquisition while integrating the acquired company. We have excluded the acquired operations of Regional Homes from our assessment of the Company's internal control over financial reporting.
Item 1.LEGAL PROCEEDINGS
We are involved from time to time in various legal proceedings and claims, including, without limitation, commercial or contractual disputes, product liability claims and other matters. For additional information on legal proceedings, see Note 14 “Commitments, Contingencies and Legal Proceedings – Legal Proceedings,” to the condensed consolidated financial statements included in this Report.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On May 16, 2024, Champion Homes, Inc.’s Board of Directors approved a share repurchase program for up to $100.0 million of the Company’s common stock. On August 1, 2024, the Company's Board of Directors approved an increase to this share repurchase program to repurchase up to an additional $20.0 million of the Company's common stock. Under this share repurchase program, the number of shares ultimately purchased, and the timing of purchases are at the discretion of management and subject to compliance with applicable laws and regulations. The share repurchase program does not expire. The Company funded the program from existing cash. Share repurchases are made in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. The level of repurchase activity is subject to market conditions and other investment opportunities. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time. Share repurchase activity during the three months ended June 29, 2024 was as follows:
Period
Total Number of Shares Purchased
Average Price PaidPer Share
Total Number ofShares Purchased as Part of the Publicly Announced Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (in thousands)
6/2/2024 - 6/29/2024
291,778
68.53
80,000
Item 5.OTHER INFORMATION
During the three months ended June 29, 2024, none of the Company’s directors or Section 16 officers adopted or terminated a Rule 10b5-1 Trading Plan or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
Item 6.EXHIBITS
Exhibit
Number
10.1
Form of Restricted Stock Unit Award Agreement for Executives with written employment agreements granted in fiscal 2025. †*
10.2
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors granted in fiscal 2025. †*
31.1
Certification of Chief Executive Officer pursuant to Exchange Act rules 13a-4 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
31.2
Certification of Chief Financial Officer pursuant to Exchange Act rules 13a-4 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
101 (INS)
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101(SCH)
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
† Filed herewith.
* Management contract or compensatory plan, contract, or arrangement.
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.
Registrant
Signature
Title
Date
/s/ Mark Yost
President and Chief Executive Officer
August 7, 2024
Mark Yost
(Principal Executive Officer)
/s/ Laurie Hough
Executive Vice President, Chief Financial Officer and Treasurer
Laurie Hough
(Principal Financial Officer)