The following should be read in conjunction with Skyline Champion Corporation's
condensed consolidated financial statements and the related notes that appear in
Item 1 of this Report.
Overview
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 manufactured offsite construction, company-owned retail locations, and
transportation logistics services. The Company is the largest independent
publicly traded factory-built solutions provider in North America (based on
revenue) and markets its homes under several nationally recognized brand names
including Skyline Homes, Champion Home Builders, Genesis Homes, Athens Park
Models, Dutch Housing, Excel Homes, Homes of Merit, New Era, Redman Homes,
ScotBilt Homes, Shore Park, Silvercrest, Titan Homes in the U.S., and Moduline
and SRI Homes in western Canada. The Company operates 35 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 18 sales centers that sell manufactured homes to
consumers primarily in the southern 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.
Industry and Company Outlook
Since July 2020, U.S. and Canadian housing industry demand has been robust. The
limited availability of existing homes for sale and the broader need for newly
built affordable, single-family housing has continued to drive demand for new
homes in these 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 accessory dwelling units and urban-to-rural migration as
customers accommodate working-from-home patterns, as well as people seeking
rent-to-own single-family options.
The robust demand environment has resulted in backlog of $1,200 million as of
July 3, 2021 compared to $192.1 million as of June 27, 2020. Generally higher
backlog at our manufacturing facilities creates an opportunity to increase
production efficiencies. Although the higher demand brings opportunities, it
also has resulted in significant increases in certain material input costs,
especially forest products. We manage our business to anticipate these cost
increases and generally are able to pass them along to our customers.
Historically order cancellation rates have been very low, however, the longer
lead-time caused by larger backlogs and changing prices may lead to increased
cancellations in future periods.
For the three months ended July 3, 2021, approximately 80% of the Company's U.S.
manufacturing sales were generated from the manufacture of homes that comply
with the Federal 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
MHI, HUD-code industry home shipments were 27,857 and 21,667 units during the
three months ended May 31, 2021 and 2020, respectively. Based on industry data,
the Company's U.S. wholesale market share of HUD code homes sold was 20.8% and
13.8%, for the three months ended May 31, 2021 and 2020, respectively. Annual
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, manufactured
housing's most recent annual shipment levels still operate at lower levels than
the long-term historical average of over 200,000 units annually.
Acquisitions and Expansions
Over the last several years, demand for the Company's products, primarily
affordable housing in the U.S., has continued to improve. As a result, the
Company has focused on operational improvements to make existing manufacturing
facilities more profitable as well as executing measured expansion of its
manufacturing and retail footprints.
The Company has increased capacity through strategic acquisitions and expansions
of its manufacturing operations. The Company is focused on growing in strong HUD
markets across the U.S. as well as further expanding into the Northeast and
Midwest U.S. modular housing markets.
On June 21, 2021, the Company acquired two idle facilities in Navasota, Texas in
order to strengthen its production capabilities in the Texas market. The Company
intends to initiate production in one or both of these facilities by the end of
fiscal 2022. On February 28, 2021, the Company acquired ScotBilt. In calendar
2020, ScotBilt shipped over 1,600 homes from its two manufacturing facilities in
Georgia providing affordable housing throughout Alabama, Florida, Georgia and
the Carolinas. ScotBilt has approximately 400 employees in its two manufacturing
facilities. The Company believes ScotBilt is an excellent fit because of the
compatible company cultures, and ScotBilt's strong
15
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presence in the attractive Mid-South region, which helps to balance national
distribution and complements the Company's existing manufacturing footprint. The
operations of ScotBilt are included in the financial results of the Company
since the date of the acquisition. On January 14, 2021, the Company acquired two
idled facilities in Pembroke, North Carolina, which provides an opportunity to
further expand its manufacturing footprint in the South and Southeast markets.
The Company is currently assessing prospects for initiating production in one or
both of these facilities.
The Company's acquisitions and investments are part of a strategy to grow and
diversify revenue with a focus on increasing the Company's HUD and modular
homebuilding presence in the U.S. as well as improving the results of
operations. These acquisitions and investments are included in the Company's
consolidated results for periods subsequent to their respective acquisition
dates.
COVID-19 Pandemic
The outbreak of a novel strain of coronavirus ("COVID-19") was declared a global
pandemic by the World Health Organization in March 2020. There remains continued
uncertainty regarding the extent and duration of the impact that the COVID-19
pandemic will have on the economy, the housing market, and the Company, as well
as the Company's employees, customers, and suppliers.
The Company has prioritized the safety and well-being of its employees and
customers and has implemented standards to operate in accordance with
social-distancing protocols and public health authority guidelines. Beginning in
March 2020, the Company took actions to temporarily idle certain facilities in
response to government shutdown orders or reduced demand. By late April 2020,
most of the temporarily idled manufacturing facilities had reopened, but at
reduced production levels due to employee absenteeism, difficulty hiring new
team members and social distancing protocols. During fiscal 2021, the Company
experienced intermittent closures due to COVID-19 outbreaks at the facilities or
surrounding communities causing higher than normal absenteeism. In the second
half of fiscal 2021, the Company was able to increase daily production rates
over the levels achieved in the prior fiscal year period as direct labor
staffing levels increased and production efficiencies improved. As of July 3,
2021, availability of labor and certain materials remain subject to disruption
and uncertainty. Prices for key raw materials have experienced increased
volatility and, overall, manufacturing costs have trended higher than prior
periods.
In the first quarter of fiscal 2021, in response to the pandemic, the Company
offered extended benefits to employees, including increased sick pay and waived
premium payments on healthcare benefits for furloughed employees. The Company's
U.S. operations incurred $1.9 million of expense related to those extended
benefits in the first quarter of fiscal 2021. Various government programs were
announced to provide financial relief for affected businesses, including the
Employee Retention Credit under the Coronavirus Aid, Relief, and Economic
Security Act ("CARES Act") and state level programs in the United States and the
Canada Emergency Wage Subsidy ("CEWS") under the COVID-19 Economic Response Plan
in Canada. CEWS provides a cash subsidy of up to 75% of eligible employees'
remuneration, subject to certain criteria. The Company recognized $3.6 million
for payroll subsidies under CEWS and $0.6 million for wage subsidies under the
CARES Act and other state level programs in the United States during the first
quarter of fiscal 2021. In addition, the CARES Act allows for deferring payment
of certain payroll taxes. Through July 3, 2021, the Company has deferred $11.8
million of payroll taxes that will be paid beginning in December 2021.
UNAUDITED INCOME STATEMENTS FOR THE FIRST QUARTER OF FISCAL 2022 VS. 2021
16
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Three months ended
July 3, June 27,
(Dollars in thousands) 2021 2020
Results of Operations Data:
Net sales $ 510,197 $ 273,285
Cost of sales 398,667 219,282
Gross profit 111,530 54,003
Selling, general, and administrative expenses 54,023 40,807
Operating income 57,507 13,196
Interest expense, net 649 942
Other income (54 ) (4,214 )
Income before income taxes 56,912 16,468
Income tax expense 14,011 4,565
Net income $ 42,901 $ 11,903
Reconciliation of Adjusted EBITDA:
Net income $ 42,901 $ 11,903
Income tax expense 14,011 4,565
Interest expense, net 649 942
Depreciation and amortization 5,145 4,282
Equity-based compensation (for awards granted prior
to December 31, 2018) - 970
Other - (122 )
Adjusted EBITDA $ 62,706 $ 22,540
As a percent of net sales:
Gross profit 21.9 % 19.8 %
Selling, general, and administrative expenses 10.6 % 14.9 %
Operating income 11.3 % 4.8 %
Net income 8.4 % 4.4 %
Adjusted EBITDA 12.3 % 8.2 %
NET SALES
The following table summarizes net sales for the three months ended July 3, 2021
and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Net sales $ 510,197 $ 273,285 $ 236,912 86.7 %
U.S. manufacturing and retail net sales $ 457,320 $ 248,859 $ 208,461 83.8 %
U.S. homes sold
6,372 4,028 2,344 58.2 %
U.S. manufacturing and retail average
home selling price $ 71.8 $ 61.8 $ 10.0 16.2 %
Canadian manufacturing net sales $ 37,831 $ 15,195 $ 22,636 149.0 %
Canadian homes sold
385 192 193 100.5 %
Canadian manufacturing average home
selling price $ 98.3 $ 79.1 $ 19.2 24.3 %
Corporate/Other net sales $ 15,046 $ 9,231 $ 5,815 63.0 %
U.S. manufacturing facilities in
operation at end of period 35 33
U.S. retail sales centers in operation
at end of period 18 21
Canadian manufacturing facilities in
operation at end of period 5 5
Net sales for the three months ended July 3, 2021 were $510.2 million, an
increase of $236.9 million, or 86.7% ,over the three months ended June 27, 2020.
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 $208.5 million, or 83.8%, for the three months ended July 3, 2021 compared to
the three months ended June 27, 2020. The increase was primarily due to an
increase in the number of homes sold during the three months ended July 3, 2021
of 58.2%, as well as an increase in the average home selling price of 16.2%, and
the impact of
17
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ScotBilt. The increase in the number of homes sold was due to strong demand
which resulted in increased production levels at many of the Company's
manufacturing locations. The average selling price increased due to pricing
actions enacted in response to rising material costs. Net sales in the first
quarter of fiscal 2021 were also negatively impacted by COVID-19 related plant
shutdowns and higher than normal absenteeism.
Canadian Factory-built Housing:
The Canadian Factory-built Housing segment net sales increased by $22.6 million,
or 149.0% for the three months ended July 3, 2021 compared to the same period in
the prior fiscal year, primarily due to a 100.5% increase in the number of homes
sold, coupled with a 24.3% increase in average home selling price. The increase
in volume was due to an increase in demand and production rates. The increase in
average selling price was due to pricing actions enacted in response to rising
material costs. On a constant currency basis, net sales for the Canadian segment
were favorably impacted by approximately $4.5 million due to fluctuations in the
translation of the Canadian dollar to the U.S. dollar during the first three
months of fiscal 2022 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 July 3, 2021,
net sales increased $5.8 million, or 63.0%, primarily attributable to an
increase in demand in the recreational vehicles and manufactured housing
industries.
GROSS PROFIT
The following table summarizes gross profit for the three months ended July 3,
2021 and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Gross profit:
U.S. Factory-built Housing $ 99,211 $ 48,410 $ 50,801 104.9 %
Canadian Factory-built Housing 8,325 2,782 5,543 199.2 %
Corporate/Other 3,994 2,811 1,183 42.1 %
Total gross profit $ 111,530 $ 54,003 $ 57,527 106.5 %
Gross profit as a percent of net sales 21.9 % 19.8 %
Gross profit as a percent of sales during the three months ended July 3, 2021
was 21.9% compared to 19.8% during the three months ended June 27, 2020. 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 $50.8
million, or 104.9%, during the three months ended July 3, 2021 compared to the
same period in the prior fiscal year. Gross profit was 21.7% as a percent of
segment net sales for the three months ended July 3, 2021compared to 19.5% in
the same period of the prior fiscal year. The increase in gross profit is due to
operational efficiencies and increased leverage of manufacturing fixed costs
caused by higher production volumes as well as a reduction of COVID-19 related
sick-pay and health benefits provided in the prior fiscal year, all partially
offset by higher material and labor costs.
Canadian Factory-built Housing:
Gross profit for the Canadian Factory-built Housing segment increased by $5.5
million, or 199.2% during the three months ended July 3, 2021 compared to the
same period in the prior fiscal year primarily due to increased sales volume.
Gross profit as a percent of net sales was 22.0% for the three months ended July
3, 2021, compared to 18.3% in the same period of the prior fiscal year due to
direct labor and manufacturing efficiencies from the increase in home sales
volumes, partially offset by higher material and labor costs.
Corporate/Other:
Gross profit for the Corporate/Other segment increased $1.2 million, or 42.1%,
during the three months ended July 3, 2021 compared to the same period of the
prior fiscal year, primarily due to increased net sales in the Company's
transportation operations. Gross profit decreased as a percent of segment net
sales to 26.5% from 30.5% as a result of changes in revenue mix.
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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 July 3, 2021 and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Selling, general, and administrative
expenses:
U.S. Factory-built Housing $ 40,755 $ 28,376 $ 12,379 43.6 %
Canadian Factory-built Housing 2,945 1,606 1,339 83.4 %
Corporate/Other 10,323 10,825 (502 ) (4.6 %)
Total selling, general, and
administrative expenses $ 54,023 $ 40,807 $ 13,216 32.4 %
Selling, general, and administrative
expense as a percent of net sales 10.6 % 14.9 %
Selling, general, and administrative expenses were $54.0 million for the three
months ended July 3, 2021, an increase of $13.2 million , or 32.4%, 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 $12.4 million, or 43.6%, during the three months ended July 3,
2021 as compared to the same period in the prior fiscal year. Selling, general,
and administrative expenses, as a percent of segment net sales decreased to 8.9%
for the three months ended July 3, 2021 compared to 11.4% during the comparable
period of the prior fiscal year primarily due to increased leverage of fixed
costs. The increase in selling, general, and administrative expenses resulted
from the following factors: (i) higher sales commissions and incentive
compensation, which is generally based on sales volume or a measure of
profitability; (ii) higher wage expense from headcount increases due to the
growth in housing demand; (iii) an increase in travel expenses compared to the
same period in the prior fiscal year; and (iv) the impact of ScotBilt.
Canadian Factory-built Housing:
Selling, general, and administrative expenses for the Canadian Factory-built
Housing segment increased $1.3 million, or 83.4%, for the three months ended
July 3, 2021 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 7.8% for the three months ended July 3, 2021 compared to 10.6% during the
comparable period of the prior fiscal year primarily due to increased leverage
of fixed costs caused by the increase in net sales. The increase in selling,
general, and administrative expenses resulted from an increase in commissions
and incentive compensation as well as wage expense from headcount increases due
to the growth in housing demand.
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 $0.5 million, or 4.6%, during the three months ended
July 3, 2021 as compared to the same period of the prior fiscal year due to a
reduction in equity compensation costs.
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INTEREST EXPENSE, NET
The following table summarizes the components of interest expense, net for the
three months ended July 3, 2021 and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Interest expense $ 808 $ 1,087 $ (279 ) (25.7 %)
Less: Interest income (159 ) (145 ) (14 ) 9.7 %
Interest expense, net $ 649 $ 942 $ (293 ) (31.1 %)
Average outstanding floor plan payable $ 28,592 $ 31,067
Average outstanding long-term debt $ 39,330 $ 77,330
Interest expense, net was $0.6 million for the three months ended July 3, 2021,
a decrease of $0.3 million, or 31.3%, compared to the same period of the prior
fiscal year. The net decrease in expense was primarily due to a lower average
outstanding balance on the Company's revolving credit facility during the first
quarter ended July 3, 2021 versus the same quarter in fiscal 2021.
OTHER INCOME
The following table summarizes other income for the three months ended July 3,
2021 and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Other income $ (54 ) $ (4,214 ) $ 4,160 (98.7 %)
Other income decreased $4.2 million, or 98.7%, during the three months ended
July 3, 2021 as compared to the same period of the prior fiscal year. The
decrease is due to a reduction in the wage subsidies provided by government
sponsored financial assistance programs that were enacted in response to the
COVID-19 pandemic. The programs included a Canadian wage subsidy benefit of $3.6
million and U.S. federal and state wage subsidy benefits of $0.6 million during
the three months ended June 27, 2020.
INCOME TAX EXPENSE
The following table summarizes income tax expense for the three months ended
July 3, 2021 and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Income tax expense $ 14,011 $ 4,565 $ 9,446 206.9 %
Effective tax rate 24.6 % 27.7 %
Income tax expense for the three months ended July 3, 2021 was $14.0 million,
representing an effective tax rate of 24.6%, compared to income tax expense of
$4.6 million, representing an effective tax rate of 27.7% for the three months
ended June 27, 2020.
The Company's effective tax rate for the three months ended July 3, 2021 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, results
in foreign jurisdictions, and tax benefits from vested equity compensation. The
Company's effective tax rate for the three months ended June 27, 2020 differs
from the federal statutory income tax rate of 21.0% due primarily to the effect
of non-deductible expenses, state and local income taxes, and results in foreign
jurisdictions.
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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 July 3, 2021 and June 27, 2020:
Three months ended
July 3, June 27, $ %
(Dollars in thousands) 2021 2020 Change Change
Net income $ 42,901 $ 11,903 $ 30,998 *
Income tax expense 14,011 4,565 9,446 *
Interest expense, net 649 942 (293 ) (31.1 %)
Depreciation and amortization 5,145 4,282 863 20.2 %
Equity-based compensation (for awards
granted prior to December 31, 2018) - 970 (970 ) *
Other - (122 ) 122 *
Adjusted EBITDA $ 62,706 $ 22,540 $ 40,166 *
* indicates that the calculated percentage is not meaningful
Adjusted EBITDA for the three months ended July 3, 2021 was $62.7 million, an
increase of $40.2 million from the same period of the prior fiscal year. The
increase is primarily a result of higher operating income primarily due to
increases in sales volume and gross margin, partially offset by higher SG&A
expenses.
The Company defines Adjusted EBITDA as net income or loss plus; (a) the
provision for income taxes; (b) interest expense, net; (c) depreciation and
amortization; (d) gain or loss from discontinued operations; (e) equity based
compensation for awards granted prior to December 31, 2018; (f) non-cash
restructuring charges and impairment of assets; and (g) other non-operating
costs including those for the acquisition and integration or disposition of
businesses 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 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.
In evaluating Adjusted EBITDA, investors should be aware that, in the future,
the Company may incur expenses similar to those adjusted for in this
presentation. This presentation of Adjusted EBITDA should not be construed as an
implication that the Company's future results will be unaffected by unusual or
nonrecurring items.
Adjusted EBITDA has important limitations as an analytical tool and you should
not consider it in isolation or as a substitute for analysis of our results as
reported under U.S. GAAP. Some of these limitations are:
Adjusted EBITDA:
?
does not reflect the interest expense on our debt;
?
excludes impairments; and
?
does not reflect our cash expenditures, or future requirements, for capital
expenditures or contractual commitments;
?
although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and
Adjusted EBITDA does not reflect any cash requirements for such replacements;
and
?
other companies in our industry may calculate Adjusted EBITDA differently than
we do, limiting its usefulness as a comparative measure.
Given these limitations, Adjusted EBITDA should not be considered as a measure
of discretionary cash available to us to invest in the growth of our business.
We compensate for these limitations by relying primarily on our U.S. GAAP
results and using non-GAAP financial measures only on a supplemental basis.
BACKLOG
Although orders from customers can be cancelled 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 July 3, 2021
totaled $1,200 million compared to $192.1 million at June 27, 2020. The increase
in backlog was driven by increased demand for single-family homes which resulted
in order levels that significantly outpaced production in both the U.S. and
Canada. Increasing production rates to keep pace with orders is limited by
individual
21
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plant capacity, time to train new employees, employee attendance and
availability of materials, including most recently raw material allocations by
certain suppliers.
Liquidity and Capital Resources
Sources and Uses of Cash
The following table presents summary cash flow information for the three months
ended July 3, 2021 and June 27, 2020:
Three months ended
July 3, June 27,
(Dollars in thousands) 2021 2020
Net cash provided by (used in):
Operating activities $ 31,905 $ 32,205
Investing activities (9,219 ) (1,299 )
Financing activities 1,798 (4,524 )
Effect of exchange rate changes on cash, cash equivalents 673 670
Net increase in cash and cash equivalents 25,157 27,052
Cash and cash equivalents at beginning of period 262,581 209,455
Cash and cash equivalents at end of period $ 287,738 $ 236,507
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 debt payment obligations. The Company does not have
any scheduled long-term debt maturities in the next twelve months. The Company's
revolving credit facility includes a leverage ratio covenant that requires the
Company's first lien debt levels to remain less than 2.75 times consolidated
trailing twelve-month EBITDA. The leverage ratio was increased to 3.0 times
consolidated trailing twelve-month EBITDA for the four quarters subsequent to
the acquisition of ScotBilt. 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. 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 operating strategies accordingly.
Cash provided by operating activities was $31.9 million for the three months
ended July 3, 2021 compared to $32.2 million for the three months ended June 27,
2020. Cash provided by operating activities decreased due to an increase in
inventory from higher material costs and higher stocking levels to mitigate
supply chain challenges, and an increase prepaid and other assets from
capitalized cloud computing costs, offset by higher net income.
Cash used in investing activities was $9.2 million for the three months ended
July 3, 2021 compared to $1.3 million for the three months ended June 27, 2020.
The increase in cash used for investing activities was primarily related to an
increase in capital expenditures in the current period which was primarily due
to the acquisition of an idle manufacturing facility in Texas.
Cash provided by financing activities was $1.8 million for the three months
ended July 3, 2021 compared to cash used in financing activities of $4.5 million
for the three months ended June 27, 2020. Cash provided by financing activities
for the first three months of fiscal 2022 was related to increased floor plan
financing, offset by tax payments for equity-based compensation. Cash used in
financing activities for the first three months of fiscal 2021 was solely
related to $4.5 million of net repayments of floorplan payables.
On July 7, 2021, the Company entered into the 2021 Credit Agreement which
amended and restated the Company's existing $100.0 million revolving credit
facility. The 2021 Credit Agreement provides for a $200.0 million revolving
credit facility, including a $45.0 million letter of credit sub-facility.
Outstanding borrowings of $26.9 million on the Company's existing revolving
credit facility were repaid at the time of closing. The expanded revolving
credit facility may be utilized for working capital, capital expenditures,
permitted acquisitions, permitted restricted payments and other general
corporate purposes, matures on July 7, 2026, and has no scheduled amortization.
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 2021
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 2021 Annual Report.
22
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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:
?
The COVID-19 pandemic, which has had, and could continue to have, significant
adverse effects on us;
?
supply-related issues, including prices and availability of materials;
?
labor-related issues;
?
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;
?
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;
?
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 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; and
?
other risks described in Part I - Item 1A, "Risk Factors," included in the
Fiscal 2021 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.
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