8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2019

LEGACY HOUSING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	001-38761	20-2897516
(State or Other Jurisdiction  of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1600 Airport Freeway, #100, Bedford, Texas		76022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (817)  799-4900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02.   Results of Operations and Financial Condition.

On May 13, 2019,  Legacy Housing Corporation (the “Company”) issued a press release disclosing the financial results for its fiscal quarter ended March 31, 2019. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference therein.

Item 9.01   Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Financial Results Press Release issued by Legacy Housing Corporation on May 13, 2019.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEGACY HOUSING CORPORATION
Date: May 16, 2019	By:	/s/ Neal J. Suit
	Name:	Neal J. Suit
	Title:	Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

Legacy  Housing Corporation Reports  2019 First Quarter Results

BEDFORD, TX -- (GLOBAL NEWSWIRE) –May 13, 2019 -- Legacy Housing Corporation (Nasdaq: LEGH) today announced its financial results for the first quarter ended March 31, 2019.

Financial Highlights:

· Net revenue for the first quarter of 2019 was $38.0 million, compared to $42.7 million in the first quarter of 2018, a decrease of $4.7 million or 11%. The first quarter of 2018 included home sales of approximately $8.9 million as a subcontractor operating under a contract with FEMA. Excluding the FEMA home sales in 2018, there was a net increase in organic net revenue from the first quarter of 2018 to 2019 of $4.2 million, or a 12.4% improvement.

· Our interest income in the first quarter of 2019 was $5.5 million, a 25% increase from the $4.4 million recorded in the first quarter of 2018.

· Our consumer loan portfolio outstanding principal balance increased by $1.7million net in the first quarter of 2019 to $98.9 million, inclusive of the allowance for loan loss and other discounts. Our manufactured home park loan portfolio outstanding principal balance increased by $4.6 million to a total of $62.5million, an 8% increase from the end of 2018.

· The income tax expense for the first quarter of 2019 was $2.0 million, compared to approximately $4.0 million in the same period of 2018. This decrease in tax expense was primarily attributable to the one-time recognition of deferred taxes of $2.1 million in the first quarter of 2018 related to the partnership conversion to a corporation.

· Net income was $7.2 million in the first quarter of 2019, compared to $5.4million for the comparable period in 2018, which equates to a 33% increase in net income.

· Net income per share for the first quarter of 2019, based on basic and diluted weighted average shares outstanding, was $.29 versus $.27 for the comparable quarter in2018.

· On April 12, 2019, we announced a share buyback program of up to $10 million of outstanding common stock.  On April 17, 2019, the Company purchased 300,000 shares of its common stock at the price of $10.20 per share.

Curtis D. Hodgson, Executive Chairman of the Board, commented, “The Company performed well in the first quarter of 2019, especially considering there was a softening in some of our key markets in December of 2018 that continued into January of 2019. Every month in the first quarter was better than the preceding month in terms of the company’s overall performance and demand for our products, and we are optimistic this momentum in our business is providing a runway for the Company’s growth into the second quarter and for the remainder of the year. One area in particular I’d highlight is that we had more than a 78% increase in financed sales to manufactured home parks in the first quarter of 2019 compared to the same time period in 2018.”

This shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Management Conference Call- May 14 at 9 AM (Central Time)

Senior management will discuss the results of the first quarter of 2019 in a live webcast and conference call on Tuesday, May 14, 2019 at 9:00 AM Central Time. To register and participate in the webcast, please go to https://edge.media-server.com/m6/p/jnc5pnkk, which will also be accessible via www.legacyhousingusa.com under the Investors link. In order

to dial in, you may call in at (866) 952-6347 and enter Conference ID 2799889 when prompted. Please try to join the webcast or call at least ten minutes prior to the scheduled start time.

About Legacy Housing Corporation

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 the information available from the Manufactured Housing Institute. 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 3 1/2 bathrooms. Our homes range in price, at retail, from approximately $22,000 to $95,000.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control.  As a result, our actual results or performance may differ materially from anticipated results or performance. Legacy Housing undertakes no obligation to update any such forward-looking statements after the date hereof, except as required by law. Investors should not place any reliance on any such forward-looking statements.

Investor Inquiries:

Neal Suit, (817) 799-4906
investors@legacyhousingcorp.com

or

Media Inquiries:

Casey Mack, (817) 799-4904

pr@legacyhousingcorp.com

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LEGACY HOUSING CORPORATION
BALANCE SHEETS (in thousands)
(Unaudited)
	March 31,		December 31,
	2019		2018
Assets
Cash and cash equivalents	$	3,098	$	2,599
Inventories		37,966		42,033
Prepaid expenses and other current assets		20,666		18,512
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 assets and non-current inventory		16,322		11,898
Total assets	$	243,675	$	235,038
Liabilities and Stockholders' Equity
Total current liabilities, excluding debt	$	21,622	$	20,157
Total long-term debt, including current portion		10,669		17,644
Other long-term liabilities		7,962		7,957
Total stockholder's equity		203,422		189,280
Total liabilities and stockholders' equity	$	243,675	$	235,038

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LEGACY HOUSING CORPORATION
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 expense		(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		24,519,621		20,000,000
Net income per share:
Basic	$	0.29	$	0.27
Diluted	$	0.29	$	0.27

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