v3.26.1
Acquisition and Disposal
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition and Disposal

3. Acquisition and Disposal

 

Acquisition of 339 Justabout Land Co., LLC

 

Effective February 15, 2024, the Company completed its acquisition of 339 Justabout Land Co. LLC (“339”), in a transaction valued at $9,122. The Company paid cash consideration of $3,000 plus the amount of our intercompany debt.

 

The property has since been subdivided into two parcels. One parcel has been developed into lots and are available for home construction (“Phase 1 Lots”) and the other parcel will be developed into a second phase of lots (“Phase 2 Lots”), which should be available for construction next year (collectively the “339 Lots”).

 

We charged an option fee to Benjamin Marcus Homes (“BMH”) for the right to buy the Phase 1 Lots owned by 339. The option fee was $890 as of February 15, 2024, and the Company deferred the revenue related to the option fee over twelve months. As of December 31, 2024, deferred revenue, real estate investment was $74.

 

 

The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s acquisition of 339 based on fair values as of February 15, 2024.

 

Acquisition Consideration    
     
Gross purchase price  $3,892 
Debt of 339 to the Company   6,122 
Immediate repayment of previous 339 owner of intercompany debt   (892)
Purchase consideration  $9,122 

 

The purchase price was allocated to the acquired assets and assumed liabilities based on estimated fair values. The table below provides the provisional recording of assets acquired and liabilities assumed as of the acquisition date.

 

  

Amounts recognized

as of the acquisition date

 
     
Purchase Consideration  $9,122 
      
Fair value of identified assets acquired:     
Cash   4 
Real estate investments   11,330 
Total identifiable assets   11,334 
      
Fair value of liabilities assumed:     
Current liabilities   462 
Other liabilities   1,750 
Total liabilities assumed   2,212 
      
Net identifiable assets acquired  $9,122 

 

The allocation presented above was based upon management’s estimate of fair values using valuation techniques including appraisals and purchase contracts, as well as estimating completion costs and future interest costs. In estimating the fair value of the identifiable acquired assets and assumed liabilities, the fair value estimates were based on, but not limited to, expected future revenue and cash flows and estimated discount rates. Except for real estate assets, all assets and liabilities were estimated at their historical carrying values, which approximated fair value.

 

Disposal of 339 Justabout Land Co., LLC

 

On August 6, 2025, the Company completed the sale of all assets held by 339, a business segment, to the principal owners (“Hoskins Group”) of the Company’s largest customer, Benjamin Marcus Homes (“BMH”), for a sales price of $9,876. The assets sold consisted primarily of lots, which had a net book value of $9,683 at the time of the sale. The sale included the settlement of $725 in option fees receivable from BMH at the time of closing and a reduction of $240 in deferred revenue associated with prior deposits from BMH for lot purchases from 339. The Company recognized a gain of $193 on the sale.

 

Concurrent with the sale of 339, the Company amended its existing credit agreement with the Hoskins Group to increase the total loan commitment to $13,450. At closing, the Hoskins Group borrowed $11,416 under the amended agreement. Of this amount, $9,876 was used to fund the purchase of 339, $1,000 was allocated to a refundable prepaid interest account related to the increased loan commitment, and $54 was used to settle outstanding payables to the Company for accounting services. The balance on this credit agreement is presented in loans receivable in the accompanying Consolidated Balance Sheet as of December 31, 2025. All assets transferred to the Hoskins Group connection with the sale of 339 sale are pledged as collateral under the amended credit agreement.