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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2025
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS On September 27, 2025, Robert Duncan Bates, President and Chief Executive Officer of the Company, submitted his resignation, effective October 10, 2025. Mr. Bates’ resignation was a personal decision and is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Effective October 1, 2025, Kenneth E. Shipley, Co-founder, Executive Vice President, and a member of the Board of Directors, assumed the role of Chief Executive Officer on an interim basis while the Company searches for a permanent replacement.​ On October 6, 2025, Jeffrey M. Fiedelman, Chief Financial Officer, submitted his resignation, effective October 10, 2025. Mr. Fiedelman’s resignation was a personal decision and is not the result of any disagreement with the Company regarding financial operations, policies, or procedures. On October 7, 2025, the Board of Directors appointed Ronald C. Arrington, a former CFO, as Interim Chief Financial Officer.​ The Company's General Counsel also resigned concurrent with these transitions. The Board is currently evaluating both permanent and interim replacements for these senior management roles. Asset Acquisition of AmeriCasa Solutions LLC and certain affiliated entities On October 30, 2025, the Company entered into an Asset and Membership Interest Purchase Agreement (the “Agreement”) with AmeriCasa Solutions LLC and certain affiliated entities (collectively, the “Seller Entities”). Pursuant to the terms of the Agreement, the Company agreed to acquire substantially all of the assets and certain membership interests related to the Seller Entities’ business (the “Business”). The Business consists of the sale and distribution of manufactured housing, related real property leasing and sales, financing and insurance services, and the operation of the “FutureHomeX” cloud-based SaaS platform for manufactured home retailers and communities. Under the Agreement, the Company will acquire intellectual property, real property, inventory, accounts receivable arising after closing, assigned contracts, permits and goodwill, and 28.75% of the membership interests in AmeriCasa-Corpus Christi, LLC, free and clear of all encumbrances other than permitted encumbrances. Certain assets, including cash, specified accounts receivable, excluded contracts, benefit plans and other items set forth in the Agreement, are excluded from the transaction. The Company will assume only specified liabilities, including certain trade payables and liabilities under assigned contracts arising after the closing, as well as other liabilities set forth in the Agreement. All other liabilities, including those related to taxes for pre-closing periods, benefit plans, excluded assets and pre-closing actions, will remain with the Seller Entities. The aggregate purchase price consists of (i) $12,000 in cash, (ii) 92% of the principal amount of all notes receivable of the Seller Entities not more than 40 days past due as of closing, payable in cash, and (iii) the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). The Purchase Price will be allocated among the Purchased Assets as set forth in an allocation schedule to be agreed upon at closing. The closing of the transaction is subject to customary conditions, including the accuracy of representations and warranties, performance of covenants, receipt of required consents and permits, absence of material adverse effect, delivery of closing deliverables and release of encumbrances on the purchased assets. The Agreement may be terminated under certain circumstances, including by mutual consent, failure to satisfy closing conditions by the outside date of November 28, 2025, or the existence of legal prohibitions on consummation of the transaction. For SEC reporting purposes, this acquisition is not considered to be significant. ​

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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