10-Q 1 legh-20190331x10q.htm 10-Q legh_Current_Folio_10Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10‑Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to

Commission file number 001‑38761


 

Legacy Housing Corporation

(Exact name of registrant as specified in its charter)


 

Delaware

20‑2897516

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

1600 Airport Freeway, #100

Bedford, Texas 76022

(Address of principal executive offices)

(Zip Code)

(817)‑799‑4900

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐

 

Accelerated filer ☐

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes  ☐  No  .

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common Stock ($0.001 par value)

 

LEGH

 

NASDAQ Global Market

 

There were 24,722,936 shares of Common Stock ($0 par value) outstanding as of May 13, 2019.

 

 

 

 


 

LEGACY HOUSING CORPORATION

TABLE OF CONTENTS

 

 

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

LEGACY HOUSING CORPORATION

CONDENSED BALANCE SHEETS (in thousands, except share data)

(unaudited)

 

 

 

 

 

 

 

 

    

March 31, 

    

December 31, 

 

 

2019

 

2018

Assets

 

 

 

 

 

 

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

3,098

 

$

2,599

Accounts receivable, net of allowance for doubtful accounts

 

 

3,095

 

 

2,953

Current portion consumer loans

 

 

5,132

 

 

4,945

Current portion of notes receivable from mobile home parks (“MHP”)

 

 

8,339

 

 

7,297

Current portion of other notes receivable

 

 

773

 

 

379

Inventories

 

 

37,966

 

 

42,033

Prepaid expenses and other current assets

 

 

3,327

 

 

2,938

Total current assets

 

 

61,730

 

 

63,144

Property, plant and equipment, net

 

 

17,644

 

 

17,128

Consumer loans, net of deferred financing fees and allowance for loan losses

 

 

93,772

 

 

92,230

Notes receivable from mobile home parks (“MHP”)

 

 

54,207

 

 

50,638

Other notes receivable, net of allowance for loan losses

 

 

2,817

 

 

1,912

Other assets

 

 

3,054

 

 

2,587

Inventory non‑current

 

 

10,451

 

 

7,399

Total assets

 

$

243,675

 

$

235,038

Liabilities and Stockholders' Equity

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

3,714

 

$

2,828

Accrued liabilities

 

 

10,309

 

 

9,156

Customer deposits

 

 

2,274

 

 

2,222

Escrow liability

 

 

5,325

 

 

5,951

Current portion of notes payable

 

 

185

 

 

228

Total current liabilities

 

 

21,807

 

 

20,385

Long‑term liabilities:

 

 

  

 

 

  

Lines of credit

 

 

7,163

 

 

13,679

Deferred income taxes

 

 

1,842

 

 

1,842

Note payable, net of current portion

 

 

3,321

 

 

3,737

Dealer incentive liability

 

 

6,120

 

 

6,115

Total liabilities

 

 

40,253

 

 

45,758

Commitments and contingencies (Note 12)

 

 

  

 

 

  

Stockholders' equity:

 

 

 

 

 

 

Preferred stock, $.001 par value, 10,000,000 shares authorized: issued -0- 

 

 

 —

 

 

 —

Common stock, $.001 par value, 90,000,000 shares authorized; 24,617,143 and

 

 

 

 

 

 

24,000,000 issued and outstanding at March 31, 2019 and December 31, 2018, respectively

 

 

25

 

 

24

Additional paid-in-capital

 

 

174,671

 

 

167,743

Retained earnings

 

 

28,726

 

 

21,513

Total stockholders' equity

 

 

203,422

 

 

189,280

Total liabilities and stockholders' equity

 

$

243,675

 

$

235,038

 

See accompanying notes to financial statements.

2


 

LEGACY HOUSING COPRORATION

CONDENSED  STATEMENTS OF  OPERATIONS

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

 

    

2019

    

2018

 

Net revenue:

 

 

  

 

 

  

 

Product sales

 

$

31,550

 

$

37,414

 

Consumer and MHP loans interest

 

 

5,530

 

 

4,394

 

Other

 

 

874

 

 

878

 

Total net revenue

 

 

37,954

 

 

42,686

 

Operating expenses:

 

 

  

 

 

  

 

Cost of product sales

 

 

21,885

 

 

27,647

 

Selling, general administrative expenses

 

 

6,491

 

 

4,799

 

Dealer incentive

 

 

210

 

 

335

 

Income from operations

 

 

9,368

 

 

9,905

 

Other income (expense):

 

 

  

 

 

  

 

Non‑operating interest income

 

 

39

 

 

51

 

Miscellaneous, net

 

 

 3

 

 

34

 

Interest expense

 

 

(189)

 

 

(639)

 

Total other

 

 

(147)

 

 

(554)

 

Income before income tax expense

 

 

9,221

 

 

9,351

 

Income tax expense

 

 

(2,008)

 

 

(3,990)

 

Net income

 

$

7,213

 

$

5,361

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

 

24,516,762

 

 

20,000,000

 

Diluted

 

 

24,571,088

 

 

20,000,000

 

Net income per share:

 

 

 

 

 

 

 

Basic

 

$

0.29

 

$

0.27

 

Diluted

 

$

0.29

 

$

0.27

 

 

See accompanying notes to financial statements.

3


 

LEGACY HOUSING COPRORATION

CONDENSED STATEMENTS OF  CASH  FLOWS

(unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

 

    

2019

    

2018

    

Operating activities:

 

 

  

 

 

  

 

Net income

 

$

7,213

 

$

5,361

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

  

 

 

  

 

Depreciation expense

 

 

241

 

 

196

 

Provision for loan loss—consumer loans

 

 

406

 

 

118

 

Deferred income taxes

 

 

 —

 

 

2,068

 

Share based payment expense

 

 

234

 

 

 —

 

Changes in operating assets and liabilities:

 

 

  

 

 

  

 

Accounts receivable

 

 

(142)

 

 

2,162

 

Consumer loans originations

 

 

(5,053)

 

 

(3,661)

 

Consumer loans principal collections

 

 

2,847

 

 

2,134

 

Notes receivable MHP originations

 

 

(12,849)

 

 

(9,427)

 

Notes receivable MHP principal collections

 

 

8,238

 

 

7,570

 

Inventories

 

 

1,015

 

 

(2,206)

 

Prepaid expenses and other current assets

 

 

(390)

 

 

(1,700)

 

Other assets

 

 

(467)

 

 

147

 

Accounts payable

 

 

888

 

 

(81)

 

Accrued liabilities

 

 

1,153

 

 

2,494

 

Customer deposits

 

 

52

 

 

(522)

 

Dealer incentive liability

 

 

 5

 

 

(165)

 

Net cash provided by operating activities

 

 

3,391

 

 

4,488

 

Investing activities:

 

 

  

 

 

  

 

Purchases of property, plant and equipment

 

 

(757)

 

 

(389)

 

Issuance of notes receivable

 

 

(1,400)

 

 

(255)

 

Notes receivable collections

 

 

101

 

 

44

 

Purchases of consumer loans

 

 

(101)

 

 

 —

 

Collections from purchased consumer loans

 

 

172

 

 

111

 

Net cash used in investing activities

 

 

(1,985)

 

 

(489)

 

Financing activities:

 

 

  

 

 

  

 

Proceeds from sale of over-allotment common stock in initial public offering

 

 

7,200

 

 

 —

 

Offering cost for over-allotment of initial public offering

 

 

(505)

 

 

 —

 

Escrow liability

 

 

(626)

 

 

(341)

 

Principal payments on note payable

 

 

(459)

 

 

(56)

 

Proceeds from lines of credit

 

 

1,482

 

 

14,213

 

Payments on lines of credit

 

 

(7,999)

 

 

(16,533)

 

Net cash used in financing activities

 

 

(907)

 

 

(2,717)

 

Net increase in cash and cash equivalents

 

 

499

 

 

1,282

 

Cash and cash equivalents at beginning of period

 

 

2,599

 

 

428

 

Cash and cash equivalents at end of period

 

$

3,098

 

$

1,710

 

Supplemental disclosure of cash flow information:

 

 

  

 

 

  

 

Cash paid for interest

 

$

227

 

$

585

 

 

See accompanying notes to consolidated financial statements.

4


 

LEGACY HOUSING CORPORATION

CONDENSED  STATEMENT OF  CHANGES IN  STOCKHOLDER’S  EQUITY

(in thousands, except share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Total Partners’

 

Common Stock

 

Additional

 

Retained

 

 

 

 

    

Capital

    

Shares

    

Amount

    

paid in capital

    

earnings

    

Total

Balances, December 31, 2017

 

$

124,271

 

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Shares issued upon incorporation

 

 

(124,271)

 

20,000,000

 

 

20

 

 

124,251

 

 

 —

 

 

124,271

Net income

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

5,361

 

 

5,361

Balances, March 31, 2018

 

$

 —

 

20,000,000

 

$

20

 

$

124,251

 

$

5,361

 

$

129,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional

 

Retained

 

 

 

 

    

Shares

    

Amount

    

paid in capital

    

earnings

    

Total

Balances, December 31, 2018

 

24,000,000

 

$

24

 

$

167,743

 

$

21,513

 

$

189,280

Sale of over-allotment common stock in initial public offering, net of offering costs of $505

 

600,000

 

 

 1

 

 

6,694

 

 

 —

 

 

6,695

Share based compensation expense and stock units vested

 

17,143

 

 

 —

 

 

234

 

 

 —

 

 

234

Net income

 

 —

 

 

 —

 

 

 —

 

 

7,213

 

 

7,213

Balances, March 31, 2019

 

24,617,143

 

$

25

 

$

174,671

 

$

28,726

 

$

203,422

 

See accompanying notes to financial statements.

 

 

5


 

Table of Contents

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

1. NATURE OF OPERATIONS

Legacy Housing Corporation (the “Company”) was formed on January 1, 2018 through a corporate conversion of Legacy Housing, Ltd., (the “Partnership”) a Texas limited partnership formed in May 2005. The Company is incorporated as a Delaware corporation and is headquartered in Bedford, Texas. 

The Company (1) manufactures and provides for the transport of mobile homes, (2) provides wholesale financing to dealers and mobile home parks and (3) provides retail financing to consumers. The Company manufactures its mobile homes at plants located in Fort Worth, Texas, Commerce, Texas and Eatonton, Georgia. The Company relies on a network of dealers to market and sell its mobile homes. The Company also sells homes directly to dealers and mobile home parks. 

In December 2018, the Company sold 4,000,000 shares of its common stock through an initial public offering (“IPO”) at $12.00 per share. Proceeds from the IPO, net of $4,504 of underwriting discounts and offering expenses paid by the Company, were $43,492. In January 2019, the Company sold an additional 600,000 shares of its common stock as part of the IPO at $12.00 per share. Proceeds from the January 2019 issuance, net of $504 of underwriting discounts and offering expenses paid by the Company, were $6,696. 

Corporate Conversion

Effective January 1, 2018, the Partnership converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Legacy Housing Corporation. In order to consummate the corporate conversion completed on January 1, 2018, a certificate of conversion was filed with the Secretary of State of the State of Delaware and with the Secretary of State of the State of Texas. Holders of partnership interests in Legacy Housing, Ltd. received an initial allocation, on a proportional basis, of 20,000,000 shares of common stock of Legacy Housing Corporation.

Following the corporate conversion, Legacy Housing Corporation continues to hold all property and assets of Legacy Housing, Ltd. and all of the debts and obligations of Legacy Housing, Ltd. On the effective date of the corporate conversion, the officers of Legacy Housing, Ltd. became the officers of Legacy Housing Corporation. As a result of the corporate conversion, The Company is now a federal corporate taxpayer.

Basis of Presentation

The accompanying unaudited interim condensed financial statements as of March 31, 2019 and for the three months ended March 31, 2019 and 2018, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") as required by Regulation S-X, Rule 8-03. In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or any other period. The accompanying consolidated balance sheet as of December 31, 2018 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2018 (the "Form 10-K"). The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K. Certain prior year amounts have been reclassified to conform to current year presentation.

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Table of Contents

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

Use of Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period.  Material estimates that are susceptible to significant change in the near term primarily relate to the determination of accounts receivable, consumer loans and notes receivable, inventory obsolescence, repossessed assets, income taxes, fair value of financial instruments, contingent liabilities and accruals related to warranty costs. Actual results could differ from these estimates.

Revenue Recognition

In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), which outlines a comprehensive five‑step model for entities to use in accounting for revenue arising from contracts with customers and supersedes most previous revenue recognition guidance, including industry‑specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the requirements of the new revenue standard on January 1, 2019 using the modified retrospective transition method which did not have a material impact on the financial statements.

The new guidance under ASU 2014-09 is applicable to our product sales which includes sales of homes through various sales channels, and other revenue which includes consignment fees, service fees and miscellaneous income. Income generated from interest, other lending activities, and investment income are excluded from ASU 2014-09 and will continue to be accounted for under existing guidance.

For those revenue streams that are subject to ASU 2014-09, the Company evaluated the impact of adopting the new standard on our revenue recognition policies under existing guidance and determined there is no impact. The adoption did not have a significant impact on the consolidated operating results, financial position or cash flows of the Company. The Company’s evaluation of ASU 2014-09 impact on primary revenue streams are as follows:

Product sales, primarily consist of sales of mobile homes to consumers and mobile home parks through various sales channels, which include Direct Sales, Commercial Sales, Consignment Sales, and Retail Store Sales. Direct Sales include homes sold directly to independent retailers or customers that are not financed by the Company and are not sold under a consignment arrangement. These types of homes are generally paid for prior to shipment. Commercial Sales include homes sold to mobile home parks under commercial loan programs or paid for upfront. The Company provides floor plan financing for independent retailers, which takes the form of a consignment arrangement. Consignment Sales are considered sales of consigned homes from independent dealers to individual customers. Retail Store Sales are home sold through Company-owned retail locations. Consignment Sales and Retail Sales of homes may be financed by the Company, by a third party, or in paid in cash.

Revenue from product sales is recognized at a point in time when the performance obligation under the terms of a contract with our customers is satisfied which typically occurs upon delivery and transfer of title of the home, as this depicts when control of the promised good is transferred to our customers. For financed sales by the Company, the individual customer enters into a sales and financing contract and is required to make a down payment. These financed sales contain a significant financing component and any interest income is separately recorded in the statement of operations.

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Table of Contents

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

Revenue is measured as the amount of consideration expected to be received in exchange for transferring the homes to the customers.  Sales and other similar taxes collected concurrently with revenue-producing activities are excluded from revenue.

The Company made an accounting policy election to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. Warranty obligations associated with the sale of a unit are assurance-type warranties for a period of twelve months that are a guarantee of the home’s  intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. The Company has elected to use the practical expedient to expense the incremental costs of obtaining a contract if the amortization period of the asset that the Company would have otherwise recognized is one year or less. Contract costs, which include commissions incurred related to the sale of homes, are expensed at the point-in-time when the related revenue is recognized.

For the three months ended March 31, 2019 and 2018, total cost of product sales included $4,327 and $5,975 of costs, mainly relating to up front dealer commission and reimbursed dealer expenses for consignment sales and certain other similar costs incurred for retail store and commercial sales.

Other revenue consists of consignment fees, service fees and other miscellaneous income. Consignment fees are charged to independent retailers on a monthly basis for homes held by the independent retailers pursuant to a consignment arrangement until the home is sold to an individual customer. Consignment fees are determined as a percentage of the home’s wholesale price to the independent dealer. Revenue recognition for consignment fees are recognized over time using the output method as it provides a faithful depiction of the Company’s performance toward completion of the performance obligation under the contract and the value transferred to the independent retailer for the time the home is held under consignment. Revenue for service fees and miscellaneous income is recognized at a point in time when the performance obligation is satisfied.

Disaggregation of Revenue. The following table summarizes customer contract revenues disaggregated by source of the revenue for the three months ended March 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31, 

 

 

2019

    

2018

Product sales:

 

 

 

 

 

 

Direct sales

 

$

4,457

 

$

12,499

Commercial sales

 

 

12,503

 

 

7,034

Consignment sales

 

 

10,037

 

 

12,751

Retail store sales

 

 

3,341

 

 

2,559

Other (1)

 

 

1,212

 

 

2,571

Total product sales

 

 

31,550

 

 

37,414

Consumer and MHP loans interest:

 

 

  

 

 

  

Interest - consumer installment notes

 

 

4,130

 

 

3,321

Interest - MHP notes

 

 

1,400

 

 

1,073

Total consumer and MHP loans interest

 

 

5,530

 

 

4,394

Other

 

 

874

 

 

878

Total net revenue

 

$

37,954

 

$

42,686

(1)

Other product sales revenue from ancillary products and services including parts, freight and other services

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Table of Contents

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

Share-Based Compensation

The Company accounts for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Share-based compensation expense is recognized based on the award’s estimated grant date fair value in order to recognize compensation cost for those shares expected to vest. Compensation cost is recognized on a straight-line basis over the vesting period of the awards and adjusted as forfeitures occur.

The fair value of each option grant with only service-based conditions is estimated using the Black-Scholes pricing model. The fair value of each restricted stock unit (the”RSU”) is calculated based on the closing price of the Company’s common stock on the grant date.

The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. As a recently formed public entity with a small public float and limited trading of its common shares on the NASDAQ Global Market, it was not practicable for the Company to estimate the volatility of its common shares; therefore, management estimated volatility based on the historical volatilities of a small group of companies considered as close to comparable to the Company as available, all equally weighted, over the expected life of the option. Management concluded that this group is more characteristic of the Company’s business than a broad industry index. The expected life of awards granted represents the period of time that the awards are expected to be outstanding based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on its historical award exercise experience. The Company does not expect to pay dividends on its common stock. Due to the nature of the grants, the company estimated zero option forfeitures. Share-based payment expense is recorded only for those awards that are expected to vest.

Recent Accounting Pronouncements

The Company has elected to use longer phase‑in periods for the adoption of new or revised financial accounting standards under the JOBS Act as an emerging growth company.

In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and an asset representing its right to use the underlying asset for the lease term. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous requirements. The Company plans to use longer phase‑in period for adoption and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2020. Modified retrospective application and early adoption is permitted. The Company expects that the adoption of this standard will result in a material increase to assets and liabilities on the consolidated balance sheets but will not have a material impact on the consolidated statement of income and comprehensive income.  While the Company is continuing to assess all the effects of adoption, it currently believes the most significant effects relate to (i) the recognition of new right-of-use assets and lease liabilities on its balance sheet for its property and equipment operating leases and (ii) providing significant new disclosures about its leasing activities.

In June 2016, the FASB issued an accounting standards update ASU 2016‑13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write‑down and affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company plans to use longer phase‑in period for adoption and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2021. The Company is continuing to evaluate the impact of the adoption of this ASU and is uncertain of the impact on the financial statements and disclosures at this point in time.

In March 2017, the FASB issued ASU 2017‑08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310‑20), Premium Amortization on Purchased Callable Debt Securities (“ASU 2017‑08”), which requires the premium on callable debt securities to be amortized to the earliest call date as opposed to the contractual life of the security. ASU 2017‑08 will be effective beginning with the first quarter of the Company’s fiscal year 2020. The Company is continuing to evaluate the impact of the adoption of this ASU and is uncertain of the impact on the financial statements and disclosures at this point in time.

From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted by the Company as of the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s Financial Statements upon adoption.

2. CONSUMER LOANS RECEIVABLE

Consumer loans receivable, net of allowance for loan losses and deferred financing fees, consisted of the following:

 

 

 

 

 

 

 

 

    

As of March 31, 

    

As of December 31, 

 

 

2019

 

2018

Consumer loan receivable

 

$

102,938

 

$

101,049

Loan discount and deferred financing fees, net

 

 

(3,149)

 

 

(3,162)

Allowance for loan losses

 

 

(885)

 

 

(712)

Consumer loans receivable, net

 

$

98,904

 

$

97,175

 

The following table presents a detail of the activity in the allowance for loan losses:

 

 

 

 

 

 

 

 

 

    

Three Months Ended March 31, 

 

 

 

2019

    

2018

    

Allowance for loan losses, beginning of period

 

$

712

 

$

805

 

Provision for loan losses

 

 

406

 

 

118

 

Charge offs

 

 

(233)

 

 

(69)

 

Allowance for loan losses

 

$

885

 

$

854

 

 

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

The impaired and general reserve for allowance for loan losses:

 

 

 

 

 

 

 

 

    

As of March 31, 

    

As of December 31, 

 

 

2019

 

2018

Total consumer loans

 

$

102,938

 

$

101,049

Total allowance for loan losses

 

 

885

 

 

712

Impaired loans individually evaluated for impairment

 

 

1,546

 

 

1,445

Specific reserve against impaired loans

 

 

456

 

 

427

Other loans collectively evaluated for allowance

 

 

101,392

 

 

99,604

General allowance for loan losses

 

 

429

 

 

285

 

As of March 31, 2019 and December 31, 2018, the total principal outstanding for consumer loans on nonaccrual status was $1,546 and $1,445, respectively. A detailed aging of consumer loans receivable that are past due as of March 31, 2019 and December 31, 2018 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 

    

 

    

December 31, 

    

 

 

 

2019

 

%

 

2018

 

%

Total consumer loans receivable

 

$

102,938

 

100.0

   

$

101,049

 

100.0

Past due consumer loans:

 

 

  

 

  

 

 

  

 

  

31 - 60 days past due

 

$

591

 

0.6

 

$

968

 

1.0

61 - 90 days past due

 

 

269

 

0.3

 

 

404

 

0.4

91 - 120 days past due

 

 

 —

 

 —

 

 

133

 

0.1

Greater than 120 days past due

 

 

890

 

0.9

 

 

843

 

0.8

Total past due

 

$

1,750

 

1.7

 

$

2,348

 

2.3

 

 

3.  NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”)

There were no past due MHP Notes as of March 31, 2019 and December 31, 2018 and no charge offs were recorded for MHP Notes during the three months ended March 31, 2019 and 2018, respectively. There is no allowance for loan loss against the MHP Notes as of March 31, 2019 and December 31, 2018.

4. OTHER NOTES RECEIVABLE

The balance outstanding on the other notes receivable were as follows:

 

 

 

 

 

 

 

 

    

As of March 31, 

    

As of December 31, 

 

 

2019

 

2018

Outstanding principal balance

 

$

3,658

 

$

2,354

Allowance for loan losses

 

 

(68)

 

 

(63)

Total

 

$

3,590

 

$

2,291

 

 

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

5. INVENTORIES

Inventories consisted of the following:

 

 

 

 

 

 

 

 

    

As of March 31, 

    

As of December 31, 

 

 

2019

 

2018

Raw materials

 

$

11,492

 

$

13,481

Work in progress

 

 

160

 

 

526

Finished goods

 

 

36,766

 

 

35,425

Total

 

$

48,418

 

$

49,432

 

 

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

 

 

 

 

 

 

 

 

    

As of March 31, 

    

As of December 31, 

 

 

2019

 

2018

Land

 

$

8,616

 

$

8,081

Buildings and leasehold improvements

 

 

9,344

 

 

9,234

Vehicles

 

 

1,566

 

 

1,477

Machinery and equipment

 

 

3,394

 

 

3,385

Furniture and fixtures

 

 

175

 

 

161

Total

 

 

23,095

 

 

22,338

Less accumulated depreciation

 

 

(5,451)

 

 

(5,210)

Total property, plant and equipment

 

$

17,644

 

$

17,128

 

Depreciation expense was $241 with $89 included as a component of cost of product sales for the three‑months ended March 31, 2019 and $196 with $75 included as a component of cost of product sales for the three‑months ended March 31, 2018.

7. OTHER ASSETS

Other assets includes prepaid rent in the amount of $1,726 and $1,412 at March 31, 2019 and December 31, 2018, respectively, and repossessed loans of $1,328 and $1,175 at March 31, 2019 and December 31, 2018, respectively.

8. ACCRUED LIABILITIES

Accrued liabilities consisted of the following at March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

    

As of March 31, 

    

As of December 31, 

 

 

2019

 

2018

Warranty liability

 

$

2,886

 

$

3,027

Litigation reserve

 

 

495

 

 

570

Federal and state taxes payable

 

 

4,255

 

 

2,252

Accrued expenses & other accrued liabilities

 

 

2,673

 

 

3,307

Total

 

$

10,309

 

$

9,156

 

 

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

9. DEBT

Lines of Credit

Revolver 1

The Company has a revolving line of credit (“Revolver 1”) with Capital One, N.A. with a maximum credit limit of $45,000 as of March 31, 2019. On May 12, 2017, Revolver 1 was amended to extend the maturity date to May 11, 2020 and increase the maximum borrowing availability to $45,000. For the three months ended March 31, 2019 and for the year ended December 31, 2018, Revolver 1 accrued interest at one month LIBOR plus 2.40%. The interest rates in effect as of March 31, 2019 and December 31, 2018 were 4.88% and 4.78%, respectively. Amounts available under Revolver 1 are subject to a formula based on eligible consumer loans and MHP Notes and are secured by all accounts receivable and a percentage of the consumer loans receivable and MHP Notes. The amount of available credit under Revolver 1 was $39,839 and $41,321 at March 31, 2019 and December 31, 2018, respectively. The Company was in compliance with all required covenants as of March 31, 2019. For the three months ended March 31, 2019 and 2018, interest expense was $73 and $416, respectively. The outstanding balance as of March 31, 2019 and December 31, 2018 $5,161 and $3,679, respectively. The Company was in compliance with the other financial covenants that it maintain a tangible net worth of at least $90,000 and that it maintain a ratio of debt to EBITDA of 4 to 1 or less.

Revolver 2

In April 2016, the Company entered into an agreement with Veritex Community Bank to secure an additional revolving line of credit of $15,000 (“Revolver 2”). Revolver 2 accrues interest at one month LIBOR plus 2.50% and all unpaid principal and interest is due at maturity on April 4, 2021. Revolver 2 is secured by all finished goods inventory excluding repossessed homes. Amounts available under Revolver 2 are subject to a formula based on eligible inventory. The interest rates in effect as of March 31, 2019 and December 31, 2018 were 4.99% and 4.85%, respectively. On May 12, 2017, the Company entered into an agreement to increase the line of credit to $20,000. On October 15, 2018, Revolver 2 was amended to extend the maturity date from April 4, 2019 to April 4, 2021. The amount of available credit under Revolver 2 was $17,999 and $10,000 at March 31, 2019 and December 31, 2018, respectively. The Company was in compliance with all required covenants as of March 31, 2019. For the three months ended March 31, 2019 and 2018, interest expense was $61 and $154, respectively. The outstanding balance as of March 31, 2019 and December 31, 2018 was $2,001 and $10,000. The Company was in compliance with the other financial covenants that it maintain a tangible net worth of at least $80,000.

Notes Payable

On April 7, 2011, the Company signed a promissory note for $4,830 with Woodhaven Bank. The amount due under the promissory note accrues interest at an annual rate of 3.85% through February 2, 2017 and then at the prime interest rate plus 0.60% through maturity on April 7, 2018. On April 7, 2018, the promissory note with Woodhaven Bank was renewed with varying amounts of principal and interest due through the maturity date, April 7, 2033. The promissory note calls for monthly payments of $30 with a final payment due at maturity. The interest rates in effect as of March 31, 2019 and December 31, 2018 were 4.25% and 4.25%, respectively. The note is secured by certain real property of the Company. Interest expense was $38 and $40 for the three months ended March 31, 2019 and 2018, respectively. The balance outstanding on the note payable at March 31, 2019 and December 31, 2018 was $3,506 and $3,552, respectively.

On May 24, 2016, the Company signed a promissory note for $515 with Eagle One, LLC collateralized by the purchase of real property located in Oklahoma City, Oklahoma. The amount due under the promissory note accrues interest at an annual rate of 6.00%. The promissory note calls for monthly principal and interest payments of $6 until

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

June 1, 2026. Interest expense was $1 and $7 for the three months ended March 31, 2019 and 2018, respectively. The balance outstanding on the note payable at December 31, 2018 was $414. In January 2019, this note was paid in full.

Future minimum principal payments on notes payable at March 31, 2019 were as follows:

 

 

 

 

2019

    

$

138

2020

 

 

191

2021

 

 

201

2022

 

 

210

2023

 

 

219

Thereafter

 

 

2,547

 

 

$

3,506

 

On February 2, 2016, the Company entered into a $1,500 note payable agreement with stated annual interest rates of 3.75% with a related party through common ownership. The note is due on demand. Interest paid on the note payable was $14 for the three months ended March 31, 2018. In  October 2018, this note payable was paid in full.

PILOT Agreement

In December 2016, the Company entered into a Payment in Lieu of Taxes (“PILOT”) agreement commonly offered in Georgia by local community development programs to encourage industry development. The net effect of the PILOT agreement is to provide the Company with incentives through the abatement of local, city and county property taxes and to provide financing for improvements to the Company’s Georgia plant (the “Project”). In connection with the PILOT agreement, the Putman County Development Authority provides a credit facility for up to $10,000 which can be drawn upon to fund Project improvements and capital expenditures as defined in the agreement. If funds are drawn, the Company would pay transactions costs and debt service payments. The PILOT agreement requires interest payments of 6.00% per annum on outstanding balances, which are due each December 1st through maturity on December 1, 2021, at which time all unpaid principal and interest are due. The PILOT agreement is collateralized by the assets of the Project. As of March 31, 2019, the Company had not drawn on this credit facility.

10. SHARE-BASED COMPENSATION

Pursuant to the Legacy Housing Corporation 2018 Incentive Compensation Plan (the “Compensation Plan”), the Company may issue up to 10.0 million equity awards to employees, directors, consultants and nonemployee service providers in the form of stock options, stock and stock appreciation rights. Stock options may be granted with a contractual life of up to ten years. At March 31, 2019, the Company had 9.8 million shares available for grant under the Compensation Plan.

The Company granted 120,000 restricted shares of its common stock to members of senior management. The shares were granted on February 7, 2019 and had a grant date fair value of $234. The shares vest at a rate of 14.3% annually, beginning on February 7, 2019, and becoming fully vested on February 7, 2025. 

The Company granted 2,936 restricted shares of its common stock to the independent directors on the Company’s Board of Directors. The shares were granted on February 7, 2019 and become fully vested on December 13, 2019.

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

The following is a summary of restricted stock units (the “RSU”) activity (in thousands, except per unit data):

 

 

 

 

 

 

 

 

Number of Units

 

 

Weighted Average Fair Value

Outstanding, January 1, 2019

 

 -

 

 

 -

Granted

 

123

 

$

13.63

Vested

 

17

 

$

13.63

Outstanding, March 31, 2019

 

106

 

$

13.63

As of March 31, 2019, approximately 106,000 RSUs remained unvested. Unrecognized compensation expense related to these RSUs at March 31, 2019 was $1,402 and is expected to be recognized over 5.86 years. 

The Company granted 58,694 incentive stock options to a member of senior management. The options were granted on February 7, 2019 at an exercise price of $13.63 per share. The options vest at a rate of 12.5% annually, beginning on February 7, 2019, and becoming fully vested on February 7, 2026. All options expire ten years after the date of grant. Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: risk free interest rate of 2.41%; dividend yield of 0.00%; expected volatility of common stock of 65.0% and expected life of options of 7.9 years.

The following is a summary of option activity (in thousands, except per unit data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Units

 

 

Weighted Average Exercise Price

 

 

Weighted Average Fair Value

 

Weighted Average Remaining Contractual Life

 

 

Aggregate Intrinsic Value

Outstanding, January 1, 2019

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

Granted

 

59

 

$

13.63

 

$

7.69

 

6.86

 

$

102

Exercised

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

Forfeited

 

 -

 

 

 -

 

 

 -

 

 -

 

 

 -

Outstanding, March 31, 2019

 

59

 

$

13.63

 

$

7.69

 

6.86

 

$

102

 

11. INCOME TAXES

The provision for income tax expense for the three months ended March 31, 2019 and 2018 was $2.0 million and $4.0 million, respectively. The effective tax rate for the three months ended March 31, 2019 was 21.8% and differs from the statutory rate of 21% due to state income taxes. The effective tax rate for the three months ended March 31, 2018 was 42.7% and differs from the statutory rate of 21% due to deferred tax expense associated with the corporate reorganization, state income taxes and other permanent differences between book and tax basis.

12. COMMITMENTS AND CONTINGENCIES

The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for independent retailers of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to retailers in the event of default by the retailer. The Company’s obligation under these repurchase agreements ceases upon the purchase of the home by the retail customer. The maximum amount for which the Company was liable under such agreements approximated $1,549 and $2,186 at March 31, 2019 and December 31, 2018, respectively, without reduction for the resale value of the homes. The Company considers its

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

obligations on current contracts to be immaterial and accordingly have not recorded any reserve for repurchase commitment as of March 31, 2019 or December 31, 2018.

Leases.  The Company leases facilities under operating leases that typically have 10 ‑year terms. These leases usually offer the Company a right of first refusal that affords the Company the option to purchase the leased premises under certain terms in the event the landlord attempts to sell the leased premises to a third party. Rent expense was $131 and $91 for the three months ended March 31, 2019 and 2018, respectively. The Company also subleases properties to third parties, ranging from 3 ‑year to 11 ‑year terms with various renewal options. Rental income from the subleased property was approximately $89 and $92 for the three months ended March 31, 2019 and 2018, respectively.

Future minimum lease commitments under all non‑cancelable operating leases for each of the next five years at March 31, 2019, are as follows:

 

 

 

 

2019

    

$

451

2020

 

 

513

2021

 

 

450

2022

 

 

374

2023

 

 

318

Thereafter

 

 

969

Total

 

$

3,075

 

Legal Matters

The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. Certain of the claims pending against the Company in these proceedings allege, among other things, breach of contract and warranty, product liability and personal injury. Although litigation is inherently uncertain, based on past experience and the information currently available, management does not believe that the currently pending and threatened litigation or claims will have a material adverse effect on the Company’s financial position, liquidity or results of operations. However, future events or circumstances currently unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting periods.

13. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Financial Instruments

On February 2, 2012, the Company entered into a master interest rate swap agreement. The Company elected not to designate the interest rate swap agreements as cash flow hedges and, therefore, gains or losses on the agreements as well as the other offsetting gains or losses on the hedged items attributable to the hedged risk are recognized in current earnings. ASC 815‑10, Derivatives and Hedging , requires derivative instruments to be measured at fair value and recorded in the statements of financial position as either assets or liabilities.  The Company entered into interest rate swap agreement with Capital One Bank on June 12, 2017 to fix the variable rate portion for $8,000 of the line of credit. This interest rate swap agreement is the only one outstanding at March 31, 2019 and has a maturity of May 11, 2020.  The fair values of the interest rate swap agreement are assets included in prepaid expenses and other current assets and were $50 and $80 at March 31, 2019 and December 31, 2018, respectively. Included in the statements of operations for the three months ended March 31, 2019 and 2018 were losses of $16 and $7, respectively, which are the result of the changes in the fair values of the interest rate swap agreement.

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

Fair Value Measurements

The Company accounts for its investments and derivative instruments in accordance with ASC 820‑10, Fair Value Measurement, which among other things provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurement) and the lowest priority to unobservable inputs (Level III measurements). The three levels of fair value hierarchy under ASC 820‑10, Fair Value Measurement, are as follows:

Level I       Quoted prices are available in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II      Significant observable inputs other than quoted prices in active markets for which inputs to the valuation methodology include: (1) Quoted prices for similar assets or liabilities in active markets; (2) Quoted prices for identical or similar assets or liabilities in inactive markets; (3) Inputs other than quoted prices that are observable; (4) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability.

Level III     Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

The asset or liability fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, consumer loans, MHP Notes, other notes, accounts payable, lines of credit, notes payable, and dealer portion of consumer loans.

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short‑term maturities or expected settlement dates of these instruments. This is considered a Level I valuation technique. The MHP Notes, other notes, lines of credit, and notes payable have variable interest rates that reflect market rates and their fair value approximates their carrying value. This is considered a Level II valuation technique. The Company also assessed the fair value of the consumer loans receivable based on the discounted value of the remaining principal and interest cash flows. The Company determined that the fair value of the consumer loan portfolio was approximately $105,108 compared to the book value of $98,904 as of March 31, 2019, and a fair value of approximately $109,231 compared to the book value of $97,175 as of December 31, 2018. This is a Level III valuation technique.

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LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

14. EARNINGS PER SHARE

Basic earnings per common share (“EPS”) is computed based on the weighted‑average number of common shares outstanding during each reporting period. Diluted EPS is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the dilutive common shares been issued. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS.

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31, 

 

 

2019

    

2018

Numerator:

 

 

 

 

 

 

Net income (in 000's)

 

$

7,213

 

$

5,361

Denominator:

 

 

 

 

 

 

Basic weighted-average common shares outstanding

 

 

24,516,762

 

 

20,000,000

Effect of dilutive securites:

 

 

 

 

 

 

Restricted stock grants

 

 

54,326

 

 

 -

Diluted weighted-average common shares outstanding

 

 

24,571,088

 

 

20,000,000

Earnings per share attributable to Legacy Housing Corp

 

 

 

 

 

 

Basic

 

$

0.29

 

$

0.27

Diluted

 

$

0.29

 

$

0.27

 

15. RELATED PARTY TRANSACTIONS

Bell Mobile Homes, a retailer owned by one of the Company’s significant owners, purchases manufactured homes from the Company. Accounts receivable balances due from Bell Mobile Homes were $481 and $414 as of March 31, 2019 and December 31, 2018, respectively. Accounts payable balances due to Bell Mobile Homes for maintenance and related services were $0 and $123 as of March 31, 2019 and December 31, 2018, respectively. Home sales to Bell Mobile Homes were $858 and $583 for the three months ended March 31, 2019 and 2018, respectively.

Shipley Bros., Ltd. (“Shipley Bros.”), a retailer owned by one of the Company’s significant shareholders, purchases manufactured homes from the Company. Accounts receivable balances due from Shipley Bros. were $224 and $832 as of March 31, 2019 and December 31, 2018, respectively.

On February 2, 2016, the Company entered into a $1,500 note payable agreement with stated annual interest rates of 3.75% with a related party through common ownership. The note was due on demand. Interest paid on the note payable to Shipley and Sons was $14 for the three months ended March 31, 2018. On October 18, 2018, this note payable was paid in full.

At March 31, 2019, the Company has a receivable of $375 from a principal shareholder for certain business expenses related to a potential business venture.  This amount is included in the Company’s accounts receivable balance as of March 31, 2019.

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Table of Contents

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(dollars in thousands)

 

16. SUBSEQUENT EVENTS

On April 17, 2019, the Company purchased 300,000 shares of its common stock at the price of $10.20 per share, pursuant to the Company’s repurchase program. Under the repurchase program, the Company may purchase up to $10,000 of its common stock, Share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors.  Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations.  These repurchases may be commenced or suspended at any time or from time to time without prior notice.

In connection with the preparation of these financial statements, an evaluation of subsequent events was performed through the date of filing and there were no other events that have occurred that would require adjustments to the financial statements.

 

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements and accompanying notes and the information contained in other sections of this Form 10-Q. It contains forward‑looking statements that involve risks and uncertainties, and is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those anticipated by our management in these forward‑looking statements as a result of various factors, including those discussed in this Form 10-Q and in our Registration Statement on Form S-1, particularly under the heading “Risk Factors.”

Overview

Legacy Housing Corporation builds, sells and finances manufactured homes and “tiny houses” that are distributed through a network of independent retailers and company‑owned stores and are sold directly to manufactured housing communities. We are the fourth largest producer of manufactured homes in the United States as ranked by number of homes manufactured based on information available from the Manufactured Housing Institute and IBTS for the second quarter of 2018. With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 390 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 31/2 bathrooms. Our homes range in price, at retail, from approximately $18,000 to $122,000. For the three months ended March 31, 2019, we sold 918 home sections (which are entire homes or single floors that are combined to create complete homes) and for the three months ended March 31, 2018, we sold 1,032 home sections. We commenced operations in 2005 and have experienced strong sales growth and increased our equity holders’ capital at a compound annual growth rate of approximately 28% between 2009 and 2018.

The Company has one reportable segment. All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of Company supports the others. For example, the sale of manufactured homes includes providing transportation and consignment arrangements with dealers. We also provide financing options to the customers to facilitate such sale of homes. In addition, the sale of homes is directly related to financing provided by us. Accordingly, all significant operating and strategic decisions by the chief operating decision‑maker, the Executive Chairman of the Board, are based upon analyses of our company as one segment or unit.

We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers, from manufacturing custom‑made homes using quality materials and distributing those homes through our expansive network of independent retailers and company‑owned distribution locations, to providing tailored financing solutions for our customers. Our homes are constructed in the United States at one of our three manufacturing facilities in accordance with the construction and safety standards of the U.S. Department of Housing and Urban Development (“HUD”). Our factories employ high‑volume production techniques that allow us to produce, on average, approximately 75 home sections, or 62 fully‑completed homes depending on product mix, in total per week. We use quality materials and operate our own component manufacturing facilities for many of the items used in the construction of our homes. Each home can be configured according to a variety of floor plans and equipped with such features as fireplaces, central air conditioning and state‑of‑the‑art kitchens.

Our homes are marketed under our premier “Legacy” brand name and currently are sold primarily across 15 states through a network of 111 independent retail locations, 12 company‑owned retail locations and through direct sales to owners of manufactured home communities. Our 12 company‑owned retail locations, including ten Heritage Housing stores and two Tiny House Outlet stores exclusively sell our homes. For the three months ended March 31, 2019, approximately 54% of our manufactured homes were sold in Texas, followed by 10% in Georgia, 8% in Florida, 8% in Kansas and 5% in Michigan. For the three months ended March 31, 2018, 48% of our  manufactured homes were sold in Texas, followed by 20% in Georgia, 13% in Louisiana, 4% in Colorado and 4% in Oklahoma. We plan to deepen our distribution channel by using cash from operations and borrowings from our lines of credit to expand our company‑owned retail locations in new and existing markets.

We offer three types of financing solutions to our customers. We provide floor plan financing for our independent retailers, which takes the form of a consignment arrangement between the retailer and us. We also provide consumer financing for our products which are sold to end‑users through both independent and company‑owned retail locations, and we provide financing solutions to manufactured housing community owners that buy our products for use

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in their manufactured housing communities. Our ability to offer competitive financing options at our retail locations provides us with several competitive advantages and allows us to capture sales which may not have otherwise occurred without our ability to offer consumer financing.

Corporate Conversion

Prior to January 1, 2018, we were a Texas limited partnership named Legacy Housing, Ltd. Effective January 1, 2018, we converted into a Delaware corporation pursuant to a statutory conversion, or the Corporate Conversion, and changed our name to Legacy Housing Corporation. All of our outstanding partnership interests were converted on a proportional basis into shares of common stock of Legacy Housing Corporation. For more information, see “Corporate Conversion” in Note 1.

Following the Corporate Conversion, Legacy Housing Corporation continues to hold all of the property and assets of Legacy Housing, Ltd. and all of the debts and obligations of Legacy Housing, Ltd. continue as the debts and obligations of Legacy Housing Corporation. The purpose of the Corporate Conversion was to reorganize our corporate structure so that the top‑tier entity in our corporate structure is a corporation rather than a limited partnership and so that our existing owners own shares of our common stock rather than partnership interests in a limited partnership. Except as otherwise noted, the financial statements included in this Form 10-Q are those of Legacy Housing, Ltd.

Factors Affecting Our Performance

We believe that the growth of our business and our future success depend on various opportunities, challenges, trends and other factors, including the following:

·

Consistent with our long‑term strategy of conservatively deploying our capital to achieve above average rates of return, we intend to expand our retail presence in the geographic markets we now serve, particularly in the southern United States. Each retail center requires between $1,000,000 and $2,000,000 to acquire the location, situate an office, provide inventory, and provide the initial working capital. We expect to open 8 to 12 additional retail centers by the end of 2020.

·

We also expect to provide financing solutions to a select group of our manufactured housing community‑owner customers in a manner that includes developing new sites for products in or near urban locations where there is a shortage of sites to place our products. These solutions will be structured to give us an attractive return on investment when coupled with the gross margin we expect to make on products specifically targeted for sale to these new manufactured housing communities.

·

Finally, our financial performance will be impacted by our ability to fulfill current orders for our manufactured homes from dealers and customers. Currently, our two Texas manufacturing facilities are operating at near peak capacity, with limited ability to increase the volume of homes produced at those plants. Our Georgia manufacturing facility has unutilized square footage available and with additional investment can add capacity to increase the number of homes that can be manufactured. We intend to increase production at the Georgia facility over time, particularly in response to orders increasingly being generated from new markets in Florida and the Carolinas. In order to maintain our growth, we will need to be able to continue to properly estimate anticipated future volumes when making commitments regarding the level of business that we will seek and accept, the mix of products that we intend to manufacture, the timing of production schedules and the levels and utilization of inventory, equipment and personnel.

Results of Operations

The following discussion should be read in conjunction with the information set forth in the financial statements and the accompanying notes appearing elsewhere in this Form 10-Q.

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Comparison of Three Months ended March 31, 2019 and 2018 (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

    

 

 

    

 

 

 

March 31, 

 

 

 

 

 

 

 

    

2019

    

2018

    

$ change

    

% change

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

31,550

 

$

37,414

 

$

(5,864)

 

(15.7)

%

Consumer and MHP loans interest

 

 

5,530

 

 

4,394

 

 

1,136

 

25.9

%

Other

 

 

874

 

 

878

 

 

(4)

 

(0.5)

%

Total net revenue

 

 

37,954

 

 

42,686

 

 

(4,732)

 

(11.1)

%

Operating expenses:

 

 

  

 

 

  

 

 

  

 

  

 

Cost of product sales

 

 

21,885

 

 

27,647

 

 

(5,762)

 

(20.8)

%

Selling, general administrative expenses

 

 

6,491

 

 

4,799

 

 

1,692

 

35.3

%

Dealer incentive

 

 

210

 

 

335

 

 

(125)

 

(37.3)

%

Income from operations

 

 

9,368