On October 13, 2023, the Company acquired all of the outstanding equity interests in Regional Enterprises, LLC and related companies (collectively, "Regional Homes") for total purchase consideration of $316.9 million, net of assumed indebtedness and working capital adjustments. The purchase consideration consisted of net cash of $279.5 million, the issuance of 455,098 shares of common stock equal to approximately $27.9 million, and contingent consideration with an estimated fair value of $5.9 million. The contingent consideration is related to an earnout provision in the event certain conditions are met per the terms of the purchase agreement and related documents, with a maximum earnout amount of $25.0 million. The initial fair value of the earnout was established using a Monte Carlo simulation method and the resulting liability is recorded in other Liabilities in the accompanying consolidated balance sheets. In fiscal 2025, the method and timing of measuring the earnout was amended, which resulted in a charge of $7.9 million. The earnout liability was remeasured at year-end which resulted in an additional charge of $0.7 million, both of which are reflected in selling, general, and administrative expense in the accompanying Consolidated Income Statements. The Company accounted for the acquisition as a business combination under the acquisition method of accounting provided by FASB ASC 805, Business Combinations ("ASC 805"). As such, the purchase price was allocated to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill.

The following table presents the consideration transferred and the purchase price allocation:


Description	Amount
Fair value of consideration transferred
Fair value of Champion Homes, Inc common stock issued as consideration (455,098 shares at $61.20)	$	27,852
Cash consideration, net of cash acquired		279,545
Working capital adjustment		3,644
Estimated earn out consideration		5,904
Total consideration	$	316,945
Purchase price allocations:
Trade accounts receivable		16,300
Inventories		138,933
Other current assets		3,002
Property, plant, and equipment, net		86,174
Amortizable intangible assets, net		41,800
Other noncurrent assets		10,640
Floor plan payable		(75,916	)
Accounts payable		(14,427	)
Other current liabilities		(35,662	)
Long-term debt		(12,233	)
Other liabilities		(3,065	)
Identifiable net assets acquired		155,546
Goodwill		161,399
Total purchase price	$	316,945

Trade accounts receivable, other assets, floor plan and accounts payable, long-term debt and other liabilities are generally stated at historical carrying values as they approximate fair value. Retail inventories are reflected at manufacturer wholesale prices. Intangible assets include $16.9 million in customer relationships and $24.9 million in trade names and are based on an independent appraisal. The fair value of customer relationships was determined using the multi-period excess earnings method and fair value of the trade name was determined using the relief-from-royalty method. The Company estimated that each intangible asset has a weighted average useful life of ten years from the acquisition date. Fair value estimates of property, plant, and equipment were based on independent appraisals, giving consideration to the highest and best use of the assets. Key assumptions used in the appraisals were drawn from a combination of market, cost, and sales comparison approaches, as appropriate. Level 3 fair value estimates of $86.2 million related to property, plant, and equipment and $41.8 million related to intangible assets were recorded in the accompanying consolidated balance sheet as of the acquisition date. For further information on acquired assets measured at fair value, see Note 5, Goodwill, Intangible Assets and Cloud Computing Arrangements.

The acquisition of Regional Homes was a taxable business combination. Therefore, the Company’s tax basis in the assets acquired and the liabilities assumed approximate the respective fair values at the acquisition date.

The Company's consolidated net sales and net income for the year ended March 30, 2024 included $227.8 million and $8.5 million, respectively, from Regional Homes. The following unaudited pro forma information presents a summary of the operating results as if the acquisition of Regional Homes had been completed on April 3, 2022, which is the beginning of the comparable annual reporting period from the acquisition date:


	Year Ended
(Dollars in thousands)	March 30, 2024 (unaudited)		April 1, 2023 (unaudited)

Pro forma net sales	$	2,290,619	$	3,130,426
Pro forma net income	$	162,986	$	465,925

The unaudited pro forma results for the year ended March 30, 2024 and April 1, 2023 reflect amortization of intangible assets, depreciation of property, plant and equipment, reduction of interest expense to reflect the new capital structure, elimination of sales between the Company and Regional Homes, the impact of the fair value step up of Regional Homes' inventory, and the tax effects of the related adjustments. The unaudited pro forma financial information has been prepared for comparative purposes only and it is not necessarily indicative of the results of operations as they would have been had the acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results.