← Back to SKY filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Champion Homes, Inc. · 10-Q · Q1 FY2026 · Period ended Jun 27, 2026
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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, 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 84 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 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.
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The Company's manufacturing backlog increased to $421.8 million as of June 27, 2026 compared to $302.5 million as of June 28, 2025. The increase in backlog is a function of order rates exceeding production rates during the three months ended June 27, 2026, compared to the same period in the prior fiscal year.
For the three months ended June 27, 2026, approximately 87.3% 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 26,363 and 27,676 units during the three months ended May 31, 2026 and 2025, respectively. Based on industry data, the Company’s U.S. wholesale market share of HUD code homes sold was 23.1% and 22.5%, for the three months ended May 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 May 2026, was approximately 3.0% and 2.7% for the three months ended June 27, 2026 and June 28, 2025, respectively.
UNAUDITED RESULTS OF OPERATIONS FOR THE FIRST QUARTER OF FISCAL 2027 VS. 2026
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025
Income Statements Data:
Net sales $ 710,234 $ 701,318
Cost of sales 530,970 511,488
Gross profit 179,264 189,830
Selling, general, and administrative expenses 118,991 111,309
Operating income 60,273 78,521
Interest (income), net (4,539 ) (4,536 )
Other (income) (3,280 ) (1,220 )
Income before income taxes 68,092 84,277
Income tax expense 17,009 17,699
Net income before equity in net loss of affiliates 51,083 66,578
Equity in net loss of affiliates 569 585
Net income $ 50,514 $ 65,993
Net income attributable to non-controlling interest 1,357 1,306
Net income attributable to Champion Homes, Inc. $ 49,157 $ 64,687
Reconciliation of Adjusted EBITDA:
Net income attributable to Champion Homes, Inc. $ 49,157 $ 64,687
Income tax expense 17,009 17,699
Interest (income), net (4,539 ) (4,536 )
Depreciation and amortization 12,334 11,902
Equity in net loss of ECN 263 459
Net gain on sale of ECN (2,514 ) —
Plant closure costs — 3,252
Product liability - water intrusion, net (313 ) —
Transaction costs 589 714
Other 1,598 —
Adjusted EBITDA $ 73,584 $ 94,177
As a percent of net sales:
Gross profit 25.2 % 27.1 %
Selling, general, and administrative expenses 16.8 % 15.9 %
Operating income 8.5 % 11.2 %
Net income attributable to Champion Homes, Inc. 6.9 % 9.2 %
Adjusted EBITDA 10.4 % 13.4 %
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NET SALES
The following table summarizes net sales for the three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Net sales $ 710,234 $ 701,318 $ 8,916 1.3 %
U.S. manufacturing and retail net sales $ 677,362 $ 661,931 $ 15,431 2.3 %
U.S. homes sold 7,089 6,965 124 1.8 %
U.S. manufacturing and retail average home selling price $ 95.6 $ 95.0 $ 0.6 0.6 %
Canadian manufacturing net sales $ 23,324 $ 30,120 $ (6,796 ) (22.6 %)
Canadian homes sold 185 250 (65 ) (26.0 %)
Canadian manufacturing average home selling price $ 126.1 $ 120.5 $ 5.6 4.6 %
Corporate/Other net sales $ 9,548 $ 9,267 $ 281 3.0 %
U.S. manufacturing facilities in operation at end of period 42 42
U.S. retail sales centers in operation at end of period 84 82
Canadian manufacturing facilities in operation at end of period 4 4
Net sales for the three months ended June 27, 2026 were $710.2 million, an increase of $8.9 million, or 1.3%, compared to the three months ended June 28, 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 $15.4 million, or 2.3%, for the three months ended June 27, 2026 compared to the three months ended June 28, 2025. The increase was due to a 1.8% increase in new homes sold and 0.6% 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.
Canadian Factory-built Housing:
The Canadian Factory-built Housing segment net sales decreased by $6.8 million, or 22.6% for the three months ended June 27, 2026 compared to the same period in the prior fiscal year, primarily due to a 26.0% decrease in homes sold partially offset by a 4.6% increase in average home selling price. 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. The increase in average selling price was due to product mix. On a constant currency basis, net sales for the Canadian segment were favorably impacted by approximately $0.4 million due to fluctuations in the translation of the Canadian dollar to the U.S. dollar during the three months ended June 27, 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 were consistent for the three months ended June 27, 2026 and June 28, 2025.
GROSS PROFIT
The following table summarizes gross profit for the three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Gross profit:
U.S. Factory-built Housing $ 164,998 $ 174,403 $ (9,405 ) (5.4 %)
Canadian Factory-built Housing 6,759 8,274 (1,515 ) (18.3 %)
Corporate/Other 7,507 7,153 354 4.9 %
Total gross profit $ 179,264 $ 189,830 $ (10,566 ) (5.6 %)
Gross profit as a percent of net sales 25.2 % 27.1 %
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Gross profit as a percent of sales during the three months ended June 27, 2026 was 25.2% compared to 27.1% during the three months ended June 28, 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 $9.4 million, or 5.4%, during the three months ended June 27, 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 June 27, 2026, compared to 26.3% for the three months ended June 28, 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 $1.5 million, or 18.3%, during the three months ended June 27, 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 29.0% for the three months ended June 27, 2026, compared to 27.5% in the same period of the prior year. The increase in gross profit as a percent of segment net sales was due to higher average selling prices of new homes and the impact of the closure of the Kelowna, BC plant, which reduced segment margin percentage in the prior fiscal year.
Corporate/Other:
Gross profit for the Corporate/Other segment increased $0.4 million, or 4.9%, during the three months ended June 27, 2026 compared to the same period of the prior fiscal year.
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 June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Selling, general, and administrative expenses:
U.S. Factory-built Housing $ 88,284 $ 86,583 $ 1,701 2.0 %
Canadian Factory-built Housing 3,268 5,726 (2,458 ) (42.9 %)
Corporate/Other 27,439 19,000 8,439 44.4 %
Total selling, general, and administrative expenses $ 118,991 $ 111,309 $ 7,682 6.9 %
Selling, general, and administrative expense as a percent of net sales 16.8 % 15.9 %
Selling, general, and administrative expenses were $119.0 million for the three months ended June 27, 2026, an increase of $7.7 million, or 6.9%, 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 $1.7 million, or 2.0%, during the three months ended June 27, 2026 as compared to the same period in the prior fiscal year. SG&A as a percent of segment net sales decreased to 13.0% for the three months ended June 27, 2026 compared to 13.1% during the comparable period of the prior fiscal year. The increase in SG&A was due to the inclusion of Iseman Homes for the entire period in fiscal 2027 versus a partial period in the prior year subsequent to the acquisition.
Canadian Factory-built Housing:
Selling, general, and administrative expenses for the Canadian Factory-built Housing segment decreased $2.5 million, or 42.9%, for the three months ended June 27, 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 14.0% for the three months ended June 27, 2026 compared to 19.0% during the comparable period of the prior fiscal year, primarily due to costs associated with the Kelowna, BC plant closure of $2.9 million being included in the prior fiscal year.
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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 $8.4 million, or 44.4%, during the three months ended June 27, 2026 as compared to the same period of the prior fiscal year. The increase was primarily due to foreign currency transaction losses, employee severance costs, and higher stock compensation and incentive expense.
INTEREST INCOME, NET
The following table summarizes the components of interest income, net for the three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Interest income $ 6,378 $ 6,033 $ 345 5.7 %
Less: interest expense (1,839 ) (1,497 ) (342 ) 22.8 %
Interest income, net $ 4,539 $ 4,536 $ 3 0.1 %
Average outstanding floor plan payable $ 97,022 $ 104,888
Average outstanding debt $ 23,779 $ 24,439
Average cash balance $ 711,486 $ 607,833
Interest income, net was $4.5 million for each of the three months ended June 27, 2026 and June 28, 2025.
OTHER INCOME
The following table summarizes other income for the three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Other income $ 3,280 $ 1,220 $ 2,060 168.9 %
Other income for the three months ended June 27, 2026 represents 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 three months ended June 28, 2025 represents dividend income of $1.2 million from the investment in ECN Preferred Shares.
INCOME TAX EXPENSE
The following table summarizes income tax expense for the three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Income tax expense $ 17,009 $ 17,699 $ (690 ) (3.9 %)
Effective tax rate 25.0 % 21.0 %
Income tax expense for the three months ended June 27, 2026 was $17.0 million, representing an effective tax rate of 25.0%, compared to income tax expense of $17.7 million, representing an effective tax rate of 21.0% for the three months ended June 28, 2025. The effective tax rate for the three months ended June 27, 2026 was negatively impacted primarily by a decrease in recognition of tax credits related to the sale of energy efficient homes.
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The Company’s effective tax rate for each of the three months ended June 27, 2026 and June 28, 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 June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Equity in net loss of affiliates $ 569 $ 585 $ (16 ) (2.7 %)
The Company's investment in ECN is accounted for under the equity method and the Company’s share of the earnings or losses of ECN are recorded on a three-month lag. Equity in net loss of affiliates of $0.6 million for the three months ended June 27, 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 $0.3 million. Equity in net loss of affiliates of $0.6 million for the three months ended June 28, 2025 represents a loss on the equity method investment in ECN of $0.5 million and net losses from other equity method investments of $0.1 million.
NON-CONTROLLING INTEREST
The following table summarizes net income attributable to non-controlling interest for the three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Net income attributable to non-controlling interest $ 1,357 $ 1,306 $ 51 3.9 %
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 June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025 $ Change % Change
Net income attributable to Champion Homes, Inc. $ 49,157 $ 64,687 $ (15,530 ) -24.0 %
Income tax expense 17,009 17,699 (690 ) -3.9 %
Interest (income), net (4,539 ) (4,536 ) (3 ) 0.1 %
Depreciation and amortization 12,334 11,902 432 3.6 %
Equity in net loss of ECN 263 459 (196 ) -42.7 %
Net gain on sale of ECN (2,514 ) — (2,514 ) *
Plant closure costs — 3,252 (3,252 ) *
Product liability - water intrusion, net (313 ) — (313 ) *
Transaction costs 589 714 (125 ) -17.5 %
Other 1,598 —
Adjusted EBITDA $ 73,584 $ 94,177 $ (20,593 ) -21.9 %
* indicates that the calculated percentage is not meaningful
Adjusted EBITDA for the three months ended June 27, 2026 was $73.6 million, a decrease of $20.6 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
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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.
BACKLOG
Although orders from customers can be canceled at any time without penalty, and unfilled orders are not necessarily an indication of future business, the Company’s unfilled U.S. and Canadian manufacturing orders at June 27, 2026 totaled $421.8 million compared to $302.5 million at June 28, 2025. The increase in backlog is a function of order rates exceeding production rates during the three months ended June 27, 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 three months ended June 27, 2026 and June 28, 2025:
Three months ended
(Dollars in thousands) June 27, 2026 June 28, 2025
Net cash provided by (used in):
Operating activities $ 72,480 $ 75,302
Investing activities 125,986 (33,864 )
Financing activities (48,827 ) (51,864 )
Effect of exchange rate changes on cash, cash equivalents (3,186 ) 5,415
Net increase in cash and cash equivalents 146,453 (5,011 )
Cash and cash equivalents at beginning of period 638,259 610,338
Cash and cash equivalents at end of period $ 784,712 $ 605,327
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 June 27, 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.
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Cash provided by operating activities was $72.5 million for the three months ended June 27, 2026 compared to $75.3 million for the three months ended June 28, 2025. The decrease was primarily driven by lower operating income before non-cash charges partially offset by more favorable changes in working capital items during the first three months of fiscal 2027 as compared to the same period of the prior year.
Cash provided by investing activities was $126.0 million for the three months ended June 27, 2026 compared to cash used in investing activities of $33.9 million for the three months ended June 28, 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 and the acquisition of Iseman Homes in the prior fiscal year.
Cash used in financing activities was $48.8 million for the three months ended June 27, 2026 compared to $51.9 million for the three months ended June 28, 2025. The change between periods was primarily a result of changes in floor plan financing. Cash used for repurchases of common stock was $50.0 million for each of the three months ended June 27, 2026 and June 28, 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;
•labor-related issues;
•inflationary pressures in the North American economy;
•the cyclicality and seasonality of the housing industry and its sensitivity to changes in general economic or other business conditions;
•demand fluctuations in the housing industry, including as a result of actual or anticipated increases in homeowner borrowing rates;
•the possible unavailability of additional capital when needed;
•competition and competitive pressures;
•changes in consumer preferences for our products or our failure to gauge those preferences;
•quality problems, including the quality of parts sourced from suppliers and related liability and reputational issues, including those related to the remediation of the water intrusion claims;
•data security breaches, cybersecurity attacks, and other information technology disruptions;
•the potential disruption of operations caused by the conversion to new information systems;
•the extensive regulation affecting the production and sale of factory-built housing and the effects of possible changes in laws with which we must comply;
•the potential impact of natural disasters or geopolitical conflicts on our supply chain, sales and raw material costs;
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•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.