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. 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, All American Homes, New Era, J. 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 42 manufacturing facilities throughout the U.S. and four 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 95 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, Expansions and Consolidations
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. 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 August 2026, the Company completed its previously announced acquisition of the assets of Homes Direct, representing 11 retail sales centers across the western region of the U.S. The acquisition expands Champion's Western U.S. footprint and accelerates the Company's direct to consumer strategy. In May 2025, the Company acquired Iseman Homes, which operated 10 retail sales centers across the North Central U.S. This acquisition enhances the Company's ability to strengthen distribution from its nearby manufacturing facilities, furthering the Company’s commitment to integrated growth.
In addition to acquisitions, the Company is also focused on enhancing its U.S. manufacturing production capacity, as well as redeployment of capital and resources through strategic actions at specific plants. During the first half of fiscal 2026, the Company idled production at the Bartow, Florida manufacturing plant and ceased operations at the Kelowna, British Columbia manufacturing plant. The Company believes those actions will ultimately lead to greater operating efficiency and profitability. In addition, the Company sold a previously idled manufacturing facility during the second quarter of fiscal 2026. The Company continues to own 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, through Triad, 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. On November 13, 2025, ECN entered into a definitive arrangement to be acquired by a private investor group for CAD $3.10 per share, plus any accrued but unpaid dividends. The transaction closed on April 24, 2026, which resulted in the liquidation of the Company's investment in ECN common and preferred shares in the first quarter of fiscal 2027 and resulted in net cash proceeds of $137.0 million and net gain on investment of $2.5 million. The liquidation of the Company's investment in ECN common and preferred shares will not impact the future operations of Champion Financing.
The Company's acquisitions, investments and plant consolidation 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. However, in recent quarters,
inflationary pressures and rising interest rates have compressed the purchasing power of homebuyers while simultaneously increasing material input costs, thereby impacting the Company’s operating margins. These macroeconomic headwinds further underscore the fundamental long-term need for affordable housing. Where possible, the Company tries to mitigate the impact of rising material input costs by taking pricing actions, working with supply chain partners, sourcing alternative materials, or making other operational improvements to minimize the effect on operating margins.
The Company's manufacturing backlog increased to $500.2 million as of September 26, 2026 compared to $313.2 million as of September 27, 2025. The increase in backlog is a function of order rates exceeding production rates during the three months ended September 26, 2026, compared to the same period in the prior fiscal year.
For the six months ended September 26, 2026, approximately 86.6% 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 52,702 and 44,567 units during the five months ended August 31, 2026 and 2025, respectively. Based on industry data, the Company’s U.S. wholesale market share of HUD code homes sold was 23.0% and 22.6%, for the five months ended August 31, 2026 and 2025, respectively. HUD-code industry shipments have improved modestly in recent years, but are still at lower levels than the long-term historical average of over 200,000 units per year. Manufactured home sales represent approximately 11% of all U.S. single family home starts. Our estimated market share in the U.S. total housing market, based on data through August 2026, was approximately 3.0% and 2.6% for the six months ended September 26, 2026 and September 27, 2025, respectively.
UNAUDITED RESULTS OF OPERATIONS FOR THE SECOND QUARTER OF FISCAL 2027 VS. 2026
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
Income Statements Data: |
|
|
|
|
|
|
Net sales |
|
$ |
727,032 |
|
|
$ |
684,429 |
|
Cost of sales |
|
|
541,430 |
|
|
|
496,497 |
|
Gross profit |
|
|
185,602 |
|
|
|
187,932 |
|
Selling, general, and administrative expenses |
|
|
119,819 |
|
|
|
113,117 |
|
Operating income |
|
|
65,783 |
|
|
|
74,815 |
|
Interest (income), net |
|
|
(5,332 |
) |
|
|
(4,034 |
) |
Other (income) expense |
|
|
(2,010 |
) |
|
|
79 |
|
Income before income taxes |
|
|
73,125 |
|
|
|
78,770 |
|
Income tax expense |
|
|
17,731 |
|
|
|
18,551 |
|
Net income before equity in net loss of affiliates |
|
|
55,394 |
|
|
|
60,219 |
|
Equity in net loss of affiliates |
|
|
290 |
|
|
|
125 |
|
Net income |
|
$ |
55,104 |
|
|
$ |
60,094 |
|
Net income attributable to non-controlling interest |
|
|
2,443 |
|
|
|
1,895 |
|
Net income attributable to Champion Homes, Inc. |
|
$ |
52,661 |
|
|
$ |
58,199 |
|
|
|
|
|
|
|
|
Reconciliation of Adjusted EBITDA: |
|
|
|
|
|
|
Net income attributable to Champion Homes, Inc. |
|
$ |
52,661 |
|
|
$ |
58,199 |
|
Income tax expense |
|
|
17,731 |
|
|
|
18,551 |
|
Interest (income), net |
|
|
(5,332 |
) |
|
|
(4,034 |
) |
Depreciation and amortization |
|
|
12,523 |
|
|
|
11,658 |
|
Product liability - water intrusion, net |
|
|
(313 |
) |
|
|
— |
|
Transaction costs |
|
|
618 |
|
|
|
— |
|
Other |
|
|
713 |
|
|
|
— |
|
Gain on extinguishments of debt |
|
|
(2,010 |
) |
|
|
— |
|
Equity in net loss of ECN |
|
|
— |
|
|
|
48 |
|
Plant closure costs |
|
|
— |
|
|
|
2,580 |
|
Gain on sale of idle facility |
|
|
— |
|
|
|
(3,650 |
) |
Adjusted EBITDA |
|
$ |
76,591 |
|
|
$ |
83,352 |
|
As a percent of net sales: |
|
|
|
|
|
|
Gross profit |
|
|
25.5 |
% |
|
|
27.5 |
% |
Selling, general, and administrative expenses |
|
|
16.5 |
% |
|
|
16.5 |
% |
Operating income |
|
|
9.0 |
% |
|
|
10.9 |
% |
Net income attributable to Champion Homes, Inc. |
|
|
7.2 |
% |
|
|
8.5 |
% |
Adjusted EBITDA |
|
|
10.5 |
% |
|
|
12.2 |
% |
NET SALES
The following table summarizes net sales for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
Change |
|
|
% Change |
|
Net sales |
|
$ |
727,032 |
|
|
$ |
684,429 |
|
|
$ |
42,603 |
|
|
|
6.2 |
% |
U.S. manufacturing and retail net sales |
|
$ |
690,799 |
|
|
$ |
649,056 |
|
|
$ |
41,743 |
|
|
|
6.4 |
% |
U.S. homes sold |
|
|
6,724 |
|
|
|
6,575 |
|
|
|
149 |
|
|
|
2.3 |
% |
U.S. manufacturing and retail average home selling price |
|
$ |
102.7 |
|
|
$ |
98.7 |
|
|
$ |
4.0 |
|
|
|
4.1 |
% |
Canadian manufacturing net sales |
|
$ |
25,252 |
|
|
$ |
26,118 |
|
|
$ |
(866 |
) |
|
|
(3.3 |
%) |
Canadian homes sold |
|
|
198 |
|
|
|
196 |
|
|
|
2 |
|
|
|
1.0 |
% |
Canadian manufacturing average home selling price |
|
$ |
127.5 |
|
|
$ |
133.3 |
|
|
$ |
(5.8 |
) |
|
|
(4.3 |
%) |
Corporate/Other net sales |
|
$ |
10,981 |
|
|
$ |
9,255 |
|
|
$ |
1,726 |
|
|
|
18.6 |
% |
U.S. manufacturing facilities in operation at end of period |
|
|
42 |
|
|
|
42 |
|
|
|
|
|
|
|
U.S. retail sales centers in operation at end of period |
|
|
95 |
|
|
|
82 |
|
|
|
|
|
|
|
Canadian manufacturing facilities in operation at end of period |
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
Net sales for the three months ended September 26, 2026 were $727.0 million, an increase of $42.6 million, or 6.2%, compared to the three months ended September 27, 2025. 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 $41.7 million, or 6.4%, for the three months ended September 26, 2026 compared to the three months ended September 27, 2025. The increase was due to a 2.3% increase in new homes sold and 4.1% increase in the average selling price per new home. The increase in new homes sold was due to higher new home orders and production rates. The increase in average selling price was primarily due to a shift in mix to more multi-wide units and improved price realization.
Canadian Factory-built Housing:
The Canadian Factory-built Housing segment net sales decreased by $0.9 million, or 3.3% for the three months ended September 26, 2026 compared to the same period in the prior fiscal year, primarily due to a 4.3% decrease in average home selling price. On a constant currency basis, net sales for the Canadian segment were unfavorably impacted by approximately $0.6 million due to fluctuations in the translation of the Canadian dollar to the U.S. dollar during the three months ended September 26, 2026 as compared to the same period of the prior fiscal year.
Corporate/Other:
Net sales for Corporate/Other includes the Company’s transportation business, financing activities, and the elimination of intersegment sales. Net sales increased by $1.7 million or 18.6% for the three months ended September 26, 2026 compared to the same period in the prior fiscal year due to higher volumes from Champion Financing.
GROSS PROFIT
The following table summarizes gross profit for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Factory-built Housing |
|
$ |
168,843 |
|
|
$ |
172,754 |
|
|
$ |
(3,911 |
) |
|
|
(2.3 |
%) |
Canadian Factory-built Housing |
|
|
7,637 |
|
|
|
7,461 |
|
|
|
176 |
|
|
|
2.4 |
% |
Corporate/Other |
|
|
9,122 |
|
|
|
7,717 |
|
|
|
1,405 |
|
|
|
18.2 |
% |
Total gross profit |
|
$ |
185,602 |
|
|
$ |
187,932 |
|
|
$ |
(2,330 |
) |
|
|
(1.2 |
%) |
Gross profit as a percent of net sales |
|
|
25.5 |
% |
|
|
27.5 |
% |
|
|
|
|
|
|
Gross profit as a percent of sales during the three months ended September 26, 2026 was 25.5% compared to 27.5% during the three months ended September 27, 2025. 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 decreased by $3.9 million, or 2.3%, during the three months ended September 26, 2026 compared to the same period in the prior fiscal year. Gross profit was 24.4% as a percent of segment net sales for the three months ended September 26, 2026, compared to 26.6% for the three months ended September 27, 2025. The decrease in gross profit as a percent of segment net sales was driven by higher manufacturing material input costs.
Canadian Factory-built Housing:
Gross profit for the Canadian Factory-built Housing segment increased by $0.2 million, or 2.4%, during the three months ended September 26, 2026 compared to the same period in the prior fiscal year. Gross profit as a percent of net sales was 30.2% for the three months ended September 26, 2026, compared to 28.6% in the same period of the prior year.
Corporate/Other:
Gross profit for the Corporate/Other segment increased $1.4 million, or 18.2%, during the three months ended September 26, 2026 compared to the same period of the prior fiscal year. The increase in gross profit was due to higher volumes from Champion Financing.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses include in part costs that are not directly attributable to the manufacture or resale of our products, including 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 September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Selling, general, and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Factory-built Housing |
|
$ |
93,232 |
|
|
$ |
83,865 |
|
|
$ |
9,367 |
|
|
|
11.2 |
% |
Canadian Factory-built Housing |
|
|
2,783 |
|
|
|
5,189 |
|
|
|
(2,406 |
) |
|
|
(46.4 |
%) |
Corporate/Other |
|
|
23,804 |
|
|
|
24,063 |
|
|
|
(259 |
) |
|
|
(1.1 |
%) |
Total selling, general, and administrative expenses |
|
$ |
119,819 |
|
|
$ |
113,117 |
|
|
$ |
6,702 |
|
|
|
5.9 |
% |
Selling, general, and administrative expense as a percent of net sales |
|
|
16.5 |
% |
|
|
16.5 |
% |
|
|
|
|
|
|
Selling, general, and administrative expenses were $119.8 million for the three months ended September 26, 2026, an increase of $6.7 million, or 5.9%, 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 $9.4 million, or 11.2%, during the three months ended September 26, 2026 as compared to the same period in the prior fiscal year. SG&A as a percent of segment net sales increased to 13.5% for the three months ended September 26, 2026 compared to 12.9% during the comparable period of the prior fiscal year. The increase in SG&A was due to the inclusion of Homes Direct, higher incentive compensation and marketing costs and the $3.7 million gain on sale of idle facility from the prior fiscal year which did not recur.
Canadian Factory-built Housing:
Selling, general, and administrative expenses for the Canadian Factory-built Housing segment decreased $2.4 million, or 46.4%, for the three months ended September 26, 2026 when compared to the same period of the prior fiscal year. Selling, general, and administrative expenses as a percent of segment net sales decreased to 11.0% for the three months ended September 26, 2026 compared to 19.9% during the comparable period of the prior fiscal year, primarily due to costs associated with the Kelowna, BC plant closure of $2.4 million being incurred in the prior fiscal year.
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 decreased $0.3 million, or 1.1%, during the three months ended September 26, 2026 as compared to the same period of the prior fiscal year due to a reduction in foreign currency transaction losses and IT costs, partially offset by higher incentive compensation and professional fees.
INTEREST INCOME, NET
The following table summarizes the components of interest income, net for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Interest income |
|
$ |
6,778 |
|
|
$ |
5,974 |
|
|
$ |
804 |
|
|
|
13.5 |
% |
Less: interest expense |
|
|
(1,446 |
) |
|
|
(1,940 |
) |
|
|
494 |
|
|
|
(25.5 |
%) |
Interest income, net |
|
$ |
5,332 |
|
|
$ |
4,034 |
|
|
$ |
1,298 |
|
|
|
32.2 |
% |
Average outstanding floor plan payable |
|
$ |
95,477 |
|
|
$ |
101,306 |
|
|
|
|
|
|
|
Average outstanding debt |
|
$ |
18,105 |
|
|
$ |
24,075 |
|
|
|
|
|
|
|
Average cash balance |
|
$ |
670,521 |
|
|
$ |
612,034 |
|
|
|
|
|
|
|
Interest income, net was $5.3 million for the three months ended September 26, 2026, compared to $4.0 million for the three months ended September 27, 2025. The increase was due to lower outstanding debt balances and higher invested cash balances.
OTHER INCOME (EXPENSE)
The following table summarizes other income for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Other income (expense) |
|
$ |
2,010 |
|
|
$ |
(79 |
) |
|
$ |
2,089 |
|
|
|
(2,644.3 |
%) |
Other income for the three months ended September 26, 2026 represents the gain on debt extinguishments associated with the settlement of the notes payable to Romeo Juliet, LLC.
INCOME TAX EXPENSE
The following table summarizes income tax expense for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Income tax expense |
|
$ |
17,731 |
|
|
$ |
18,551 |
|
|
$ |
(820 |
) |
|
|
(4.4 |
%) |
Effective tax rate |
|
|
24.2 |
% |
|
|
23.6 |
% |
|
|
|
|
|
|
Income tax expense for the three months ended September 26, 2026 was $17.7 million, representing an effective tax rate of 24.2%, compared to income tax expense of $18.6 million, representing an effective tax rate of 23.6% for the three months ended September 27, 2025. The effective tax rate for the three months ended September 26, 2026 was negatively impacted primarily by a decrease in recognition of tax credits related to the sale of energy efficient homes.
The Company’s effective tax rate for each of the three months ended September 26, 2026 and September 27, 2025, 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.
EQUITY IN NET LOSS OF AFFILIATES
The following table summarizes equity in net loss of affiliates for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Equity in net loss of affiliates |
|
$ |
290 |
|
|
$ |
125 |
|
|
$ |
165 |
|
|
|
132.0 |
% |
Equity in net loss of affiliates of $0.3 million for the three months ended September 26, 2026 represents net losses from an unconsolidated equity method investment. Equity in net loss of affiliates of $0.1 million for the three months ended September 27, 2025 represents losses on the equity method investment in ECN and other unconsolidated equity method investments. The investment in ECN was sold in the first quarter of fiscal 2027.
NON-CONTROLLING INTEREST
The following table summarizes net income attributable to non-controlling interest for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Net income attributable to non-controlling interest |
|
$ |
2,443 |
|
|
$ |
1,895 |
|
|
$ |
548 |
|
|
|
28.9 |
% |
Net income attributable to non-controlling interest represents the minority partner's 49% share of the results of operations of Champion Financing.
ADJUSTED EBITDA
The following table reconciles net income attributable to Champion Homes, Inc., the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the three months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Net income attributable to Champion Homes, Inc. |
|
$ |
52,661 |
|
|
$ |
58,199 |
|
|
$ |
(5,538 |
) |
|
|
(9.5 |
%) |
Income tax expense |
|
|
17,731 |
|
|
|
18,551 |
|
|
|
(820 |
) |
|
|
(4.4 |
%) |
Interest (income), net |
|
|
(5,332 |
) |
|
|
(4,034 |
) |
|
|
(1,298 |
) |
|
|
32.2 |
% |
Depreciation and amortization |
|
|
12,523 |
|
|
|
11,658 |
|
|
|
865 |
|
|
|
7.4 |
% |
Product liability - water intrusion, net |
|
|
(313 |
) |
|
|
— |
|
|
|
(313 |
) |
|
* |
|
Transaction costs |
|
|
618 |
|
|
|
— |
|
|
|
618 |
|
|
* |
|
Other |
|
|
713 |
|
|
|
— |
|
|
|
713 |
|
|
* |
|
Gain on extinguishments of debt |
|
|
(2,010 |
) |
|
|
— |
|
|
|
(2,010 |
) |
|
* |
|
Equity in net loss of ECN |
|
|
— |
|
|
|
48 |
|
|
|
(48 |
) |
|
* |
|
Plant closure costs |
|
|
— |
|
|
|
2,580 |
|
|
|
(2,580 |
) |
|
* |
|
Gain on sale of idle facility |
|
|
— |
|
|
|
(3,650 |
) |
|
|
3,650 |
|
|
* |
|
Adjusted EBITDA |
|
$ |
76,591 |
|
|
$ |
83,352 |
|
|
$ |
(6,761 |
) |
|
|
(8.1 |
%) |
* indicates that the calculated percentage is not meaningful
Adjusted EBITDA for the three months ended September 26, 2026 was $76.6 million, a decrease of $6.8 million from the same period of the prior fiscal year. The decrease is primarily a result of lower operating income as a result of lower gross margins.
The Company defines Adjusted EBITDA as net income or loss attributable to Champion Homes, Inc. plus expense or minus income: (a) the provision for income taxes; (b) interest, 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 or investments, 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 the 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.
UNAUDITED RESULTS OF OPERATIONS FOR THE FIRST HALF OF FISCAL 2027 VS. 2026
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
Income Statements Data: |
|
|
|
|
|
|
Net sales |
|
$ |
1,437,266 |
|
|
$ |
1,385,747 |
|
Cost of sales |
|
|
1,072,400 |
|
|
|
1,007,985 |
|
Gross profit |
|
|
364,866 |
|
|
|
377,762 |
|
Selling, general, and administrative expenses |
|
|
238,810 |
|
|
|
224,426 |
|
Operating income |
|
|
126,056 |
|
|
|
153,336 |
|
Interest (income), net |
|
|
(9,871 |
) |
|
|
(8,570 |
) |
Other (income) |
|
|
(5,290 |
) |
|
|
(1,141 |
) |
Income before income taxes |
|
|
141,217 |
|
|
|
163,047 |
|
Income tax expense |
|
|
34,740 |
|
|
|
36,250 |
|
Net income before equity in net loss of affiliates |
|
|
106,477 |
|
|
|
126,797 |
|
Equity in net loss of affiliates |
|
|
859 |
|
|
|
710 |
|
Net income |
|
$ |
105,618 |
|
|
$ |
126,087 |
|
Net income attributable to non-controlling interest |
|
|
3,800 |
|
|
|
3,201 |
|
Net income attributable to Champion Homes, Inc. |
|
$ |
101,818 |
|
|
$ |
122,886 |
|
|
|
|
|
|
|
|
Reconciliation of Adjusted EBITDA: |
|
|
|
|
|
|
Net income attributable to Champion Homes, Inc. |
|
$ |
101,818 |
|
|
$ |
122,886 |
|
Income tax expense |
|
|
34,740 |
|
|
|
36,250 |
|
Interest (income), net |
|
|
(9,871 |
) |
|
|
(8,570 |
) |
Depreciation and amortization |
|
|
24,857 |
|
|
|
23,560 |
|
Product liability - water intrusion, net |
|
|
(626 |
) |
|
|
— |
|
Transaction costs |
|
|
1,207 |
|
|
|
714 |
|
Other |
|
|
2,311 |
|
|
|
— |
|
Gain on extinguishments of debt |
|
|
(2,010 |
) |
|
|
— |
|
Equity in net loss of ECN |
|
|
263 |
|
|
|
507 |
|
Net gain on sale of ECN |
|
|
(2,514 |
) |
|
|
— |
|
Plant closure costs |
|
|
— |
|
|
|
5,832 |
|
Gain on sale of idle facility |
|
|
— |
|
|
|
(3,650 |
) |
Adjusted EBITDA |
|
$ |
150,175 |
|
|
$ |
177,529 |
|
As a percent of net sales: |
|
|
|
|
|
|
Gross profit |
|
|
25.4 |
% |
|
|
27.3 |
% |
Selling, general, and administrative expenses |
|
|
16.6 |
% |
|
|
16.2 |
% |
Operating income |
|
|
8.8 |
% |
|
|
11.1 |
% |
Net income attributable to Champion Homes, Inc. |
|
|
7.1 |
% |
|
|
8.9 |
% |
Adjusted EBITDA |
|
|
10.4 |
% |
|
|
12.8 |
% |
NET SALES
The following table summarizes net sales for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
Change |
|
|
% Change |
|
Net sales |
|
$ |
1,437,266 |
|
|
$ |
1,385,747 |
|
|
$ |
51,519 |
|
|
|
3.7 |
% |
U.S. manufacturing and retail net sales |
|
$ |
1,368,161 |
|
|
$ |
1,310,987 |
|
|
$ |
57,174 |
|
|
|
4.4 |
% |
U.S. homes sold |
|
|
13,813 |
|
|
|
13,540 |
|
|
|
273 |
|
|
|
2.1 |
% |
U.S. manufacturing and retail average home selling price |
|
$ |
99.0 |
|
|
$ |
96.8 |
|
|
$ |
2.2 |
|
|
|
2.3 |
% |
Canadian manufacturing net sales |
|
$ |
48,576 |
|
|
$ |
56,238 |
|
|
$ |
(7,662 |
) |
|
|
(13.6 |
%) |
Canadian homes sold |
|
|
383 |
|
|
|
446 |
|
|
|
(63 |
) |
|
|
(14.1 |
%) |
Canadian manufacturing average home selling price |
|
$ |
126.8 |
|
|
$ |
126.1 |
|
|
$ |
0.7 |
|
|
|
0.5 |
% |
Corporate/Other net sales |
|
$ |
20,529 |
|
|
$ |
18,522 |
|
|
$ |
2,007 |
|
|
|
10.8 |
% |
U.S. manufacturing facilities in operation at end of period |
|
|
42 |
|
|
|
42 |
|
|
|
|
|
|
|
U.S. retail sales centers in operation at end of period |
|
|
95 |
|
|
|
82 |
|
|
|
|
|
|
|
Canadian manufacturing facilities in operation at end of period |
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
Net sales for the six months ended September 26, 2026 were $1.4 billion, an increase of $51.5 million, or 3.7% compared to the six months ended September 27, 2025. 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 $57.2 million, or 4.4% for the six months ended September 26, 2026 compared to the six months ended September 27, 2025. The increase was due to a 2.1% increase in new homes sold and 2.3% increase in the average selling price per new home. The increase in new homes sold was due to higher new home orders and production rates. The increase in average selling price was primarily due to a shift in mix to more multi-wide units and improved price realization.
Canadian Factory-built Housing:
The Canadian Factory-built Housing segment net sales decreased by $7.7 million, or 13.6% for the six months ended September 26, 2026 compared to the same period in the prior fiscal year, primarily due to a 14.1% decrease in homes sold. The decrease in homes sold was due to lower demand in certain markets and the closure of the Kelowna, BC plant in the second quarter of fiscal 2026. 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 six months ended September 26, 2026 as compared to the same period of the prior fiscal year.
Corporate/Other:
Net sales for Corporate/Other includes the Company’s transportation business, financing activities, and the elimination of intersegment sales. Net sales increased by $2.0 million, or 10.8% for the six months ended September 26, 2026 compared to the same period in the prior fiscal year due to higher volumes from Champion Financing.
GROSS PROFIT
The following table summarizes gross profit for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Factory-built Housing |
|
$ |
333,841 |
|
|
$ |
347,157 |
|
|
$ |
(13,316 |
) |
|
|
(3.8 |
%) |
Canadian Factory-built Housing |
|
|
14,396 |
|
|
|
15,735 |
|
|
|
(1,339 |
) |
|
|
(8.5 |
%) |
Corporate/Other |
|
|
16,629 |
|
|
|
14,870 |
|
|
|
1,759 |
|
|
|
11.8 |
% |
Total gross profit |
|
$ |
364,866 |
|
|
$ |
377,762 |
|
|
$ |
(12,896 |
) |
|
|
(3.4 |
%) |
Gross profit as a percent of net sales |
|
|
25.4 |
% |
|
|
27.3 |
% |
|
|
|
|
|
|
Gross profit as a percent of sales during the six months ended September 26, 2026 was 25.4% compared to 27.3% during the six months ended September 27, 2025. 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 decreased by $13.3 million, or 3.8% during the six months ended September 26, 2026 compared to the same period in the prior fiscal year. Gross profit was 24.4% as a percent of segment net sales for the six months ended September 26, 2026, compared to 26.5% for the six months ended September 27, 2025. The decrease in gross profit as a percent of segment net sales was driven by higher manufacturing material input costs.
Canadian Factory-built Housing:
Gross profit for the Canadian Factory-built Housing segment decreased by $1.3 million, or 8.5%, during the six months ended September 26, 2026 compared to the same period in the prior fiscal year. The decrease in gross profit was due to fewer homes sold in the period compared to the prior year. Gross profit as a percent of net sales was 29.6% for the six months ended September 26, 2026, compared to 28.0% in the same period of the prior year. The increase in gross profit as a percent of segment net sales was due to the impact of the closure of the Kelowna, BC plant, which reduced segment margin percentage and did not recur in the current fiscal year.
Corporate/Other:
Gross profit for the Corporate/Other segment increased $1.8 million, or 11.8%, during the six months ended September 26, 2026 compared to the same period of the prior fiscal year due to Champion Financing.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses include in part costs that are not directly attributable to the manufacture or resale of our products, including foreign currency transaction gains and losses, equity compensation, and intangible amortization expense. The following table summarizes selling, general, and administrative expenses for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Selling, general, and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Factory-built Housing |
|
$ |
181,516 |
|
|
$ |
170,448 |
|
|
$ |
11,068 |
|
|
|
6.5 |
% |
Canadian Factory-built Housing |
|
|
6,051 |
|
|
|
10,915 |
|
|
|
(4,864 |
) |
|
|
(44.6 |
%) |
Corporate/Other |
|
|
51,243 |
|
|
|
43,063 |
|
|
|
8,180 |
|
|
|
19.0 |
% |
Total selling, general, and administrative expenses |
|
$ |
238,810 |
|
|
$ |
224,426 |
|
|
$ |
14,384 |
|
|
|
6.4 |
% |
Selling, general, and administrative expense as a percent of net sales |
|
|
16.6 |
% |
|
|
16.2 |
% |
|
|
|
|
|
|
Selling, general, and administrative expenses were $238.8 million for the six months ended September 26, 2026, an increase of $14.4 million, or 6.4%, 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 $11.1 million, or 6.5% during the six months ended September 26, 2026 as compared to the same period in the prior fiscal year. SG&A as a percent of segment net sales increased to 13.3% for the six months ended September 26, 2026 compared to 13.0% during the comparable period of the prior fiscal year. The increase in SG&A was due to higher employee compensation and marketing costs, the inclusion of Homes Direct, and the $3.7 million gain on the sale of an idle facility in the second quarter of fiscal 2026 that did not recur in the current year.
Canadian Factory-built Housing:
Selling, general, and administrative expenses for the Canadian Factory-built Housing segment decreased $4.9 million, or 44.6%, for the six months ended September 26, 2026 when compared to the same period of the prior fiscal year. Selling, general, and administrative expenses as a percent of segment net sales decreased to 12.5% for the six months ended September 26, 2026 compared to 19.4% during the comparable period of the prior fiscal year, primarily due to costs associated with the Kelowna, BC plant closure of $5.2 million being included in the prior fiscal year.
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 $8.2 million, or 19.0%, during the six months ended September 26, 2026 as compared to the same period of the prior fiscal year. The increase was primarily due to higher employee compensation and incentive expense, higher professional fees and foreign currency transaction losses.
INTEREST INCOME, NET
The following table summarizes the components of interest income, net for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Interest income |
|
$ |
13,156 |
|
|
$ |
12,007 |
|
|
$ |
1,149 |
|
|
|
9.6 |
% |
Less: interest expense |
|
|
(3,285 |
) |
|
|
(3,437 |
) |
|
|
152 |
|
|
|
(4.4 |
%) |
Interest income, net |
|
$ |
9,871 |
|
|
$ |
8,570 |
|
|
$ |
1,301 |
|
|
|
15.2 |
% |
Average outstanding floor plan payable |
|
$ |
95,477 |
|
|
$ |
102,509 |
|
|
|
|
|
|
|
Average outstanding debt |
|
$ |
13,435 |
|
|
$ |
24,409 |
|
|
|
|
|
|
|
Average cash balance |
|
$ |
670,521 |
|
|
$ |
614,539 |
|
|
|
|
|
|
|
Interest income, net was $9.9 million for the six months ended September 26, 2026, compared to $8.6 million for the six months ended September 27, 2025. The increase was due to lower outstanding debt balances and higher average invested cash balances.
OTHER INCOME
The following table summarizes other income for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Other income |
|
$ |
5,290 |
|
|
$ |
1,141 |
|
|
$ |
4,149 |
|
|
|
363.6 |
% |
Other income for the six months ended September 26, 2026 represents gain on debt extinguishments of $2.0 million, the net gain on sale of the Company's investment in ECN common and preferred shares of $2.5 million and dividend income of $0.8 million from the investment in ECN Preferred Shares. Other income for the six months ended September 27, 2025 represents dividend income of $1.1 million from the investment in ECN Preferred Shares.
INCOME TAX EXPENSE
The following table summarizes income tax expense for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Income tax expense |
|
$ |
34,740 |
|
|
$ |
36,250 |
|
|
$ |
(1,510 |
) |
|
|
(4.2 |
%) |
Effective tax rate |
|
|
24.6 |
% |
|
|
22.2 |
% |
|
|
|
|
|
|
Income tax expense for the six months ended September 26, 2026 was $34.7 million, representing an effective tax rate of 24.6% compared to income tax expense of $36.3 million representing an effective tax rate of 22.2% for the six months ended September 27, 2025. The effective tax rate for the six months ended September 26, 2026 was negatively impacted primarily by a decrease in recognition of tax credits related to the sale of energy efficient homes.
The Company’s effective tax rate for each of the six months ended September 26, 2026 and September 27, 2025, 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.
EQUITY IN NET LOSS OF AFFILIATES
The following table summarizes equity in net loss of affiliates for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Equity in net loss of affiliates |
|
$ |
859 |
|
|
$ |
710 |
|
|
$ |
149 |
|
|
|
21.0 |
% |
The Company's investment in ECN was accounted for under the equity method and the Company’s share of the earnings or losses of ECN were recorded on a three-month lag. Equity in net loss of affiliates of $0.9 million for the six months ended September 26, 2026 represents a loss on the equity method investment in ECN of $0.3 million and net losses from other unconsolidated equity method investments of $0.6 million. Equity in net loss of affiliates of $0.7 million for the six months ended September 27, 2025 represents a loss on the equity method investment in ECN of $0.5 million and net losses from other equity method investments of $0.2 million.
NON-CONTROLLING INTEREST
The following table summarizes net income attributable to non-controlling interest for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Net income attributable to non-controlling interest |
|
$ |
3,800 |
|
|
$ |
3,201 |
|
|
$ |
599 |
|
|
|
18.7 |
% |
Net income attributable to non-controlling interest represents the minority partner's 49% share of the results of operations of Champion Financing.
ADJUSTED EBITDA
The following table reconciles net income attributable to Champion Homes, Inc., the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
|
$ Change |
|
|
% Change |
|
Net income attributable to Champion Homes, Inc. |
|
$ |
101,818 |
|
|
$ |
122,886 |
|
|
$ |
(21,068 |
) |
|
|
(17.1 |
%) |
Income tax expense |
|
|
34,740 |
|
|
|
36,250 |
|
|
|
(1,510 |
) |
|
|
(4.2 |
%) |
Interest (income), net |
|
|
(9,871 |
) |
|
|
(8,570 |
) |
|
|
(1,301 |
) |
|
|
15.2 |
% |
Depreciation and amortization |
|
|
24,857 |
|
|
|
23,560 |
|
|
|
1,297 |
|
|
|
5.5 |
% |
Product liability - water intrusion, net |
|
|
(626 |
) |
|
|
— |
|
|
|
(626 |
) |
|
* |
|
Transaction costs |
|
|
1,207 |
|
|
|
714 |
|
|
|
493 |
|
|
|
69 |
% |
Other |
|
|
2,311 |
|
|
|
— |
|
|
|
2,311 |
|
|
* |
|
Gain on extinguishments of debt |
|
|
(2,010 |
) |
|
|
— |
|
|
|
(2,010 |
) |
|
* |
|
Equity in net loss of ECN |
|
|
263 |
|
|
|
507 |
|
|
|
(244 |
) |
|
|
(48.1 |
%) |
Net gain on sale of ECN |
|
|
(2,514 |
) |
|
|
— |
|
|
|
(2,514 |
) |
|
* |
|
Plant closure costs |
|
|
— |
|
|
|
5,832 |
|
|
|
(5,832 |
) |
|
* |
|
Gain on sale of idle facility |
|
|
— |
|
|
|
(3,650 |
) |
|
|
3,650 |
|
|
* |
|
Adjusted EBITDA |
|
$ |
150,175 |
|
|
$ |
177,529 |
|
|
$ |
(27,354 |
) |
|
|
(15.4 |
%) |
* indicates that the calculated percentage is not meaningful
Adjusted EBITDA for the six months ended September 26, 2026 was $150.2 million, a decrease of $27.4 million from the same period of the prior fiscal year. The decrease is primarily a result of lower operating income as a result of lower gross margins.
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 September 26, 2026 totaled $500.2 million compared to $313.2 million at September 27, 2025. The increase in backlog is a function of order rates exceeding production rates during the six months ended September 26, 2026, compared to the same period in the prior year.
Liquidity and Capital Resources
Sources and Uses of Cash
The following table presents summary cash flow information for the six months ended September 26, 2026 and September 27, 2025:
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
(Dollars in thousands) |
|
September 26, 2026 |
|
|
September 27, 2025 |
|
Net cash provided by (used in): |
|
|
|
|
|
|
Operating activities |
|
$ |
115,438 |
|
|
$ |
151,178 |
|
Investing activities |
|
|
61,622 |
|
|
|
(37,795 |
) |
Financing activities |
|
|
(109,243 |
) |
|
|
(107,887 |
) |
Effect of exchange rate changes on cash, cash equivalents |
|
|
(3,294 |
) |
|
|
2,906 |
|
Net increase in cash and cash equivalents |
|
|
64,523 |
|
|
|
8,402 |
|
Cash and cash equivalents at beginning of period |
|
|
638,259 |
|
|
|
610,338 |
|
Cash and cash equivalents at end of period |
|
$ |
702,782 |
|
|
$ |
618,740 |
|
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's Second Amended Credit Agreement provides for a $200.0 million revolving credit facility, including a $45.0 million letter of credit sub-facility. At September 26, 2026, $170.6 million was available for borrowing under the Second 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 $115.4 million for the six months ended September 26, 2026 compared to $151.2 million for the six months ended September 27, 2025. The decrease was primarily driven by lower operating income before non-cash charges.
Cash provided by investing activities was $61.6 million for the six months ended September 26, 2026 compared to cash used in investing activities of $37.8 million for the six months ended September 27, 2025. The increase in cash provided by investing activities was primarily related to the sale of the investment in ECN common and preferred shares during the first quarter of fiscal 2027 partially offset by higher cash spent on acquisitions compared to the prior fiscal year.
Cash used in financing activities was $109.2 million for the six months ended September 26, 2026 compared to $107.9 million for the six months ended September 27, 2025. The change between periods was primarily a result of changes in floor plan financing. Cash used for repurchases of common stock was $100.0 million for each of the six months ended September 26, 2026 and September 27, 2025.
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 2026 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 2026 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;
•changes in U.S. trade policies, including tariffs or other trade protection measures;
•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 or geopolitical conflicts 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 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; and
•other risks described in Part I — Item 1A, "Risk Factors," included in the Fiscal 2026 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.
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 2026 Annual Report, under the heading "Quantitative and Qualitative Disclosures about Market Risk." There have been no material changes in such risks since March 28, 2026.
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(b) of the Exchange Act at September 26, 2026. Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of September 26, 2026.
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 the second quarter of fiscal 2027 we completed the acquisition of Homes Direct and are currently integrating Homes Direct into our operations, compliance programs and internal control processes. 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 Homes Direct from our assessment of the Company's internal control over financial reporting.