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





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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.





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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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