Good morning, and welcome to Skyline Champion Corporation's conference call. The company issued a press release this morning. I'd like to remind everyone that this morning's press release and statements made during this call include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from the company's expectations and projections. Such risks and uncertainties include the factors set forth in the earnings release and in the company's filings with the Securities and Exchange Commission. I'd like now to turn the call over to Mark Yost, Skyline Champion's President and Chief Executive Officer. Please go ahead, sir.
Thank you for joining, and good morning, everyone. I am joined on this call by Laurie Hough, EVP and CFO. This morning, we announced that Skyline Champion is acquiring Regional Homes in a cash and stock transaction with a total value of approximately $328 million, plus assumed debt and an earn-out component. I will begin by discussing the compelling strategic rationale of the acquisition, then Laurie will provide more details on the transaction. In addition, you will find information on our website and disclosures in our filings with the SEC. We are very excited to announce the acquisition of Regional Homes as it reflects the continued execution of our strategic initiatives to drive value by delivering an exceptional experience for our customers through our products, people, and culture.
Regional is the fourth-largest HUD manufacturer in the United States, the largest independent retailer, and a company we have long admired. We believe the addition of Regional Homes to the Skyline Champion platform will allow us to accelerate profitable growth through the expansion of our retail and manufacturing distribution across the Southeastern United States. Regional Homes has a very strong distribution in both Mississippi and Alabama, which are two of the largest HUD states in the country and states in which we have no meaningful market share today. Regional's established presence in this high-volume region through its 43 retail sales centers and three manufacturing plants will be accretive to Skyline's profitable growth and contribute meaningful value creation opportunities day one. The manufacturing and retail footprint allows us to offer a wider range of products and services across a broader reach of geographies.
In addition to being an industry leader in the Southeastern U.S., Regional Homes has strong relationships with federal and state agencies and provides disaster relief housing to Alabama, Florida, Louisiana, and Mississippi in times of need. Importantly, the capabilities and talent of Regional's team will complement and accelerate our strategic focus on the digital, direct consumer, and builder-developer channels, as well as provide a larger platform for our future Captive Finance joint venture with Triad Financial Services and our investment in ECN Capital. Through our diligence process and in the time we've spent getting to know the Regional Homes leadership team, we have been impressed by their company culture and the similarities between it and Skyline Champion.
Regional Homes has a customer-centric selling approach and is dedicated to providing an exceptional home buying experience to its customers, which directly aligns with Skyline Champion's core values and our strategic initiative to enhance the customer buying experience. Altogether, this acquisition is an exciting opportunity as we further our investment to support long-term growth and strengthen Skyline Champion's market positioning as a leading provider of attainable housing solutions, for which the market is in tremendous need of today. Laurie will now provide some additional details on the transaction.
Thanks, Mark, and good morning, everyone. As Mark mentioned, we've agreed to acquire Regional Enterprises and related companies, collectively known as Regional Homes, for approximately $328 million in cash and equity, in addition to assuming approximately $130 million of debt, primarily related to inventory floor plan liabilities. Regional Homes is the fourth-largest HUD manufacturer in the United States based on unit volume. It operates 3 manufacturing facilities in Alabama and 43 retail sales centers across Alabama, Florida, Louisiana, Mississippi, Texas, and the Carolinas. Upon closing of the deal, we anticipate synergy capture of $10 million-$15 million over a two-year period post-closing, including manufacturing procurement synergies, leveraging our national footprint, and operational improvements from sharing of best practices across production and sales.
We also anticipate revenue growth opportunities, leveraging the expanded retail presence, given our scale and ability to efficiently respond to market demand through the streamlining of product, while providing more financing options and services for Skyline Champion's customers through the recently announced Captive Finance partnership. The purchase price of approximately $328 million is subject to an earn-out provision, as well as customary net working capital adjustments. In addition to the $328 million purchase price, we are assuming approximately $130 million of debt, which primarily represents asset-backed floor plan payables related to finished goods at the retail sales centers. This inventory will be revalued to its fair value at closing and will negatively impact the company's consolidated gross margin subsequent to the closing and until those homes are retail sold.
We expect margin compression to be in the range of 40-60 basis points for the six to 12-month period post-closing. The transaction also allows for up to an additional $25 million of earn-out to be paid based on future earnings. We expect to fund the acquisition with cash on hand and $30 million of newly issued Skyline Champion common stock, subject to restrictions. The shares will be subject to a holding period as well as other restrictions. The transaction is subject to regulatory approval and is expected to close during our fiscal 2024 third quarter. As a reminder, we ended our first quarter of fiscal 2024 with approximately $798 million of cash and cash equivalents and an undrawn revolving line of credit of approximately $166 million.
If we were to include the Regional Homes transaction and the recently announced investment in ECN as of quarter end, our liquidity position would still have exceeded $375 million. We continue to feel good about the strength of our balance sheet and remain well positioned to continue to invest in our longer-term commercial and operational priorities. I'll now turn the call back to Mark for some closing remarks.
Thanks, Laurie. We are very excited to welcome Regional Homes and its 1,200 employees to the Skyline Champion family. This is highly complementary transaction, adds significant scale and market presence. It also enhances our ability to drive sales direct to home buyers and contributes profitable growth to our business. This is a significant milestone for our company as we continue to grow our business and create value for shareholders. We believe Skyline Champion is well positioned to serve the growing needs of affordable housing. This development will only further improve our capabilities and longer-term competitive positioning. And with that, operator, you may now open the lines for Q&A.
Certainly. We'll now be conducting a question-and-answer session. If you'd like to be placed in the question queue, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing Star one. One moment, please, while we pull for questions. Our first question today is coming from Greg Palm from Craig-Hallum. Your line is now live.
Yeah, good morning. Thanks, for taking the questions here, and congrats on the announcement.
Good morning, Greg. Thank you.
Maybe to start things off, can you just give us some sense of kind of the background, you know, whether it was a competitive process, maybe the timing? I don't know if that's a byproduct of the more sort of challenging industry conditions, but maybe just a little bit more on how this all unfolded here.
You know, we've had a long and established relationship with Regional, Greg, so I think the primary drivers here were, I think, cultural fit and people. You know, Skyline's blessed with great people. Regional is blessed with great people. I think that had more of the driver of it than a process-driven approach in terms of the deal itself. I think it was more beneficial for both organizations to come together.
Got it. Okay. In terms of the, you know, sort of the benefits of the previously announced, you know, ECN Triad announcement from a few weeks ago, can you maybe talk about, you know, what some of the benefits are? There's a comment in the press release from, I guess, the owner of Regional, talking about how that partnership specifically has the opportunity to provide tangible value, you know, increasing exponentially. So give us some sense on how that sort of ties in here, if you can.
Yeah, Greg, I think, you know, just looking at the ECN structure and the captive JV with ECN and Triad, its ability to provide, you know, financing products through that JV to our captive retail, I think is beneficial. Obviously, with Regional's footprint, they have 43 retail locations. So with our 31, that'll be a combined 74, captive retail locations. So the financial products we can bring to bear, the stability of financing in this environment, I think is really critical to kind of exponential growth. And it really comes down to the service levels, the timing, the responsiveness, are even almost more important than just the rates themselves.
So I think it's really just driving the fact that we can have a good customer experience, and with that, engagement all the way through the chain, from finance to taking care of the customer to the inter-engagement with the customer, combined with, you know, speed and time... really will drive great, great things for the company.
The 5,000 homes that they sold in 2022, you know, ballpark, how many of those were financed by Triad?
I don't have that data, Greg, off the top of my head.
Okay. But assume it's safe to say that, you know, there's a pretty large opportunity, and that's probably not included in that synergy capture estimate that you provided?
Correct. Both revenue synergies and the financial captive financing company are not included in our synergy numbers. Those are over and above.
Understood. Okay, I will leave it there. Thanks.
Thanks, Greg.
Thank you. Next question is coming from Daniel Moore from CJS Securities. Your line is now live.
Thank you. Good morning, Mark. Good morning, Laurie. Maybe just building off of Greg's question there, drilling down into the cost synergies, maybe talk just a little bit more about specifics around operational and procurement and in terms of the biggest buckets and what kind of time frame is likely to achieve them.
Yeah, Daniel, good morning, and thank you. The largest, you know, buckets in synergy capture, I think, are going to be on the procurement side of things. Obviously, as we increase our material spend, we're going to look at areas where they are more efficient than us in procurement and areas where we're more efficient, take a look at those best practices and share those between. I would say that's a majority of the bucket. We anticipate getting the synergies captured in the next, roughly 12-18 months.
Very helpful. Obviously, Regional operates in what have historically been, as you pointed out as well, you know, some pretty strong markets in terms of MH penetration. And so, I mean, I guess the obvious answer is what you just described in terms of bringing, you know, ECN and Triad to bear, but just talk about the key elements needed to drive growth in those areas and increased penetration over the next three-five years. Is it primarily financing, or is there an opportunity to maybe, you know, further increase that penetration as well?
No, there's definitely opportunities to increase penetration, Daniel. I think, you know, when we take a look, Regional's done an excellent job with their product portfolio. I think with the benefit of what we can provide in terms of, you know, using, you know, some higher-end product, lower-end products, somewhere in between, we can better segment the market and help gain share in certain areas where maybe Regional's not participating today, maybe in the higher-end mod market, for instance, or some of those areas. So I think there's definitely opportunities to gain share in certain areas.
You know, additionally, as we look out, you know, we see that, you know, the retail base over time has been shrinking and people have been retiring, so this gives us the opportunity to, you know, better expand retail capture and distribution point capture over time to gain share in certain markets and certain regions.
Perfect. And maybe just a little color, you know, what does revenue and EBITDA look like, or, or, you know, number of homes sold, revenue and EBITDA look like on a trailing twelve-month or run rate basis, just given, you know, the softness that we've seen in the MH market generally year to date?
Yeah. So I think on a trailing twelve, they're probably lower a little bit, maybe 10%-12% or so in terms of absolute revenue through June. EBITDA is actually, you know, fairly, fairly even, really driven... They did have some government-related business in, you know, kind of the first calendar quarter of the year, which was a little bit more profitable. But they've, they've held things very well together. Obviously, the market's gone, you know, through its destocking. I think Regional's through that destocking largely, maybe has a little bit more to destock in Louisiana. But other than that, I think they've done a great, excellent job at managing their inventory and excellent job at managing their production. So I think that rebalancing act is, is kind of behind us, and now they're starting to re-ramp.
They're in very good position, and they've done very well, vis-a-vis the market at managing through those dynamics.
So fair to say you don't expect a, you know, meaningful trough or pullback from that run rate that you just described from an EBITDA perspective?
No. I mean, their core business is going to have a little bit of a pullback, Daniel, but it's offset by some of the government-related business that they had. So, you know, I expect it to smooth out, maybe down a little bit, but then kind of it's in recovery mode back to where they were.
Perfect. And, and last for me, Laurie, appreciate the-- obviously, these balance sheets still in great shape, assuming both of these transactions close on, as expected. That said, you know, got a lot to digest, so, you know, is it fair to assume that we're in, kind of integration mode and, and focusing on enhancing the digital strategies rather than additional M&A in the short term, or is that not necessarily, not necessarily the case? Thanks again.
Hey, Daniel, we're just going to focus on closing these transactions in the next few months, barring regulatory approval.
Got it. Very helpful. Okay. I appreciate it. Look forward to drilling in a little bit more as we move forward. Thanks.
... Thank you. As a reminder, that's star one to be placed into question queue. Our next question is coming from Mike Dahl from RBC. Your line is now live.
Hi, this is Chris Colon for Mike. Thanks for taking our questions. Maybe just going back to the structure of the deal, could you maybe provide a little more color on the rationale around using stock to finance the deal, given the liquidity you guys still have? And then just on the earn-out provision, what's the? Can you provide any quantification on the nature of the $25 million payout? Like, what needs to be hit in order for that to play out, and then timing there?
Yeah. Good morning, Chris, and thank you. I think the utilization of stock, even though we have cash, was just really to align shareholder interests. We're very big on aligning management interests with the shareholder interests, so it's really an alignment and a tie-in to that is the rationale for that. As far as the earn-out piece, the earn-out piece is really related to future government contract revenue that's coming or EBITDA, I should say, that's coming through. So as we get future government contracts and to maintain and deepen those relationships over time, there's an earn-out provision related to those that channel.
Got it. And so for those government contracts, is that just a continuation of the near-term business that you mentioned before, or is this some part of some longer-term initiative that you have for them?
Actually, it's both. I mean, obviously, there's a tremendous amount of government need over time, given the challenging weather conditions and dynamics of hurricanes and other things to the southeast portion of the U.S. So I think that's one, you know, dynamic of the government channel that plays out. There's another channel out there, and that's really the government's desire to help people with affordable housing. As you know, affordable housing is at a multi-decade record low in terms of availability and price pressures on the end consumer. So, you know, the government's trying to help in certain regions, so it can be an opportunity on both sides.
Understood. Understood. That makes sense. And then just for my second question, in terms of the added capacity this will bring, could you just provide some additional color on, you know, where Regional is operating at today in terms of capacity utilization, how much full run rate capacity you're acquiring with the new three manufacturing plants? And of the 5,000 homes sold in 2022, were all of those manufactured by Regional, or are they also selling product from other manufacturers through their retail network?
Yeah. Thank you, Chris. I think, you know, Regional, as far as that, they have three manufacturing plants. So to think about kind of the additional capacity it brings, you could probably look at our capacity with our footprint and just assume kind of a normal average capacity per plant to do your analytics on that. You know, as far as where they're running today, they're actually reramping, you know, from the destocking, so they're actually in a good place, capacity utilization. We haven't broken that out. At least we won't break that out until close for those purposes. But they do sell to independent retailers in addition to their own captive retail lots, so they have done both, and that will flex depending on demand in the marketplace.
Understood. Appreciate all the color.
Thanks, Chris.
Thank you. Next question is coming from Jay Mc Candless from Wedbush Securities. Your line is now live.
Hey, good morning, everyone. So my first question actually kind of follows on with that. What is the mix right now of, of what they sell to retail distributors, whether internal or external, and, and what is their percentage of sales that goes to the park operators?
Just to clarify your question, so the parks versus retail, Jay, is your question?
Yes. Yeah, yeah.
Yeah. So I'd say it's predominantly retail channel. You know, they're the park business in Mississippi and Alabama especially, is more, you know, rip out and replace type business rather than new greenfields in those markets. So I'd say it's heavily, heavily retail-focused in those markets, especially with the need and demand of, you know, consumers and their income demographic in those markets today.
So, I guess on a pro forma basis, if the parks have been 40%-50% or 30%-40% of Skyline's business historically, is that, is this acquisition, assuming it gets completed, going to be a pretty meaningful skew in, in that customer mix?
I would say yes, Jay. I think it's definitely skewed very favorably towards the retail side of things, especially since a majority of their business goes to their own captive retail footprint in their 43 locations.
Good. And then, apologies, I think you discussed this a little bit earlier, but I just wanted to find out for sure. Has Triad been working with Regional before, or are all these 43 locations they have new greenfield opportunities for Triad to come in and offer floor plan as well as consumer financing?
No. I mean, Triad definitely has a very good relationship with Regional. They do not do 100% of Regional's financing, floor plan or customer orientation. So there's definitely opportunities there. We haven't disclosed or broken out how much of Regional's business is through Triad. They do have a good relationship, but it's definitely not all of it.
Okay. Okay, that's great. Thanks for taking my questions.
Thanks, Jay.
Thank you. We've reached the end of our question and answer session. I'd like to turn the floor back over for any further or closing comments.
Thank you, Kevin. Good morning, and thank you for participating in today's call. We are very excited to welcome the 1,200 employees to the Skyline Champion family of Regional Homes. We appreciate your time and your continued interest in our long-term success. Take care and have a great day.
Thank you. That does conclude today's teleconference. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.