Champion Homes, Inc.: Form 10-Q for the period ended Jun 29, 2024

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

(Dollars in thousands)

16

NET SALES

The following table summarizes net sales for the three months ended June 29, 2024 and July 1, 2023:

(Dollars in thousands)

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.

GROSS PROFIT

The following table summarizes gross profit for the three months ended June 29, 2024 and July 1, 2023:

(Dollars in thousands)

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.

U.S. Factory-built Housing:

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.

Canadian Factory-built Housing:

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.

Corporate/Other:

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:

(Dollars in thousands)

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.

U.S. Factory-built Housing:

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.

Canadian Factory-built Housing:

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.

Corporate/Other:

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:

(Dollars in thousands)

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:

(Dollars in thousands)

Other (income) for the three months ended June 29, 2024 represents dividend income from the investment in ECN Preferred Shares.

INCOME TAX EXPENSE

The following table summarizes income tax expense for the three months ended June 29, 2024 and July 1, 2023:

(Dollars in thousands)

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:

(Dollars in thousands)

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:

(Dollars in thousands)

* 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 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:

(Dollars in thousands)

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.

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:

• supply-related issues, including prices and availability of materials;
• labor-related issues;
• inflationary pressures in the North American economy;
• the cyclicality and seasonality of the housing industry and its sensitivity to changes in general economic or other business conditions;
• demand fluctuations in the housing industry, including as a result of actual or anticipated increases in homeowner borrowing rates;
• the possible unavailability of additional capital when needed;
• competition and competitive pressures;
• changes in consumer preferences for our products or our failure to gauge those preferences;
• quality problems, including the quality of parts sourced from suppliers and related liability and reputational issues, including those related to the remediation of the water intrusion claims;
• data security breaches, cybersecurity attacks, and other information technology disruptions;
• the potential disruption of operations caused by the conversion to new information systems;
• the extensive regulation affecting the production and sale of factory-built housing and the effects of possible changes in laws with which we must comply;
• the potential impact of natural disasters on our supply chain, sales and raw material costs;
• the risks associated with mergers and acquisitions, including integration of operations and information systems;
• periodic inventory adjustments by, and changes to relationships with, independent retailers;
• changes in interest and foreign exchange rates;
• insurance coverage and cost issues;
• the possibility that all or part of our intangible assets, including goodwill, might become impaired;
• the possibility that all or part of our investment in ECN Capital Corp. ("ECN") might become impaired;
• the possibility that our risk management practices may leave us exposed to unidentified or unanticipated risks;
• the potential disruption to our business caused by public health issues, such as an epidemic or pandemic, and resulting government actions;
• the possibility our share repurchase program will not enhance long-term stockholder value, could increase the volatility of our stock price, and diminish our cash reserves; and
• other risks described in Part I — Item 1A, "Risk Factors," included in the Fiscal 2024 Annual Report, as well as the risks and information provided from time to time in our other periodic reports filed with the Securities and Exchange Commission (the “SEC”).

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.

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.

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.