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AMERICASA ACQUISITION

12 Months Ended

Dec. 31, 2025

AMERICASA ACQUISITION

AMERICASA ACQUISITION

3. AMERICASA ACQUISITION

On October 30, 2025, as amended and effective November 1, 2025, the Company entered into an Asset and Membership Interest Purchase Agreement (the “Agreement” or the “AmeriCasa Acquisition”) with AmeriCasa Solutions LLC and certain affiliated entities (collectively, the “Seller Entities”). Pursuant to the terms of the Agreement, the Company agreed to acquire specified, 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 acquired intellectual property, real property, inventory, accounts receivable arising after closing, assigned contracts, permits, consumer loans, and goodwill, and 28.75% of the membership interests in an AmeriCasa affiliate entity, 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 assumed only specified liabilities, including a line of credit used to finance inventory, 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, remained with the Seller Entities. The transaction was structured as an asset purchase for tax purposes.

The total net purchase consideration is $19.9 million, composed of $20.4 million in cash, less the extinguishment of the Company's pre-existing dealer liability payable to AmeriCasa of $539, and the assumption of certain liabilities totaling approximately $1.3 million. Additionally, the Company has not yet released approximately $400 in cash and $1.0 million held in escrow. The escrow is to be retained for one year to secure performance guarantees per the Agreement. The AmeriCasa Acquisition was accounted for using the acquisition method of accounting for business combinations.

The table below outlines our allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their fair values at the acquisition date.


		At acquisition date
Property and equipment		$	2,310
Inventories			1,329
Consumer loans			9,138
Other assets			595
Intangible assets – trademarks (estimated useful life of 15 years)			2,810
Intangible assets – noncompete (estimated useful life of 6 years)			1,180
Intangible assets – developed technology (estimated useful life of 5 years)			980
Intangible assets – customer relationships (estimated useful life of 1 year)			390
Line of credit			(1,336)
Fair value of net assets acquired		$	17,396

The fair value of the acquired property and equipment and equipment held for lease was determined using both cost and sales comparison approaches. The cost approach was primarily employed, which involved estimating the replacement cost of the assets and adjusting this amount for their age, condition, utility and remaining economic life. The sales comparison approach utilized comparable transactions adjusting for market conditions, location, size and improvements.

The fair value of inventories reflects the manufactured homes on hand at closing date and approximates its carrying and realizable value as the inventories acquired turns quickly and is sold at pricing that reflects market conditions. The fair value of consumer loans approximates the carrying values as management estimates that such consumer loans’ rates of interest represent market interest rates and are currently paying as agreed.

Management also recognized identifiable intangible assets that are both separable and legally enforceable. The valuation methods used to determine the estimated fair value of identifiable intangible assets included the multi-period excess earnings method for customer relationships, developed technology and non-compete agreements and the relief from royalty method for trademarks. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, royalty rates, contributory asset charges, probability of renewal, discount rates and estimated useful lives of the intangible assets. These identifiable intangible assets have finite lives and are subject to amortization over their estimated useful lives.

The fair value of the line of credit liability assumed approximates its carrying value at acquisition date, as the terms for the line of credit are consistent with current market terms for inventory financing lines of credit.


		At acquisition date
Fair value of purchase consideration transferred allocated to business combination		$	19,868
Fair value of net assets acquired			(17,396)
Goodwill		$	2,472

The value assigned to goodwill in connection with the business combination is $2.5 million. This goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired, reflecting the assembled workforce and expected growth opportunities available to us resulting from the AmeriCasa Acquisition. Goodwill is not subject to amortization but is tested for impairment annually, or more frequently if indicators of impairment arise. The goodwill from this business combination is fully deductible for income tax purposes.

Due to the timing of the AmeriCasa Acquisition’s completion, the purchase price and related allocation are preliminary and may be revised. Adjustments could arise from changes to the purchase price, additional information obtained regarding the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain intangible assets acquired and liabilities assumed, contractual relationships, intangible assets, deferred income taxes and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date.

In connection with the AmeriCasa Acquisition, we incurred acquisition-related costs of $167 for the year ended December 31, 2025. These costs primarily consisted of legal and consulting fees and are included in “Selling, general, and administrative expenses” in our statement of income.

For the year ended December 31, 2025, our statement of income included total revenue of $1.0 million and pre-tax loss of $28 from the AmeriCasa Acquisition.