What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 180 added, 135 removed, 613 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

23 unchanged sentences

Operating lease obligation, less current portion

Lines of credit

Deferred income taxes, net

6 unchanged sentences

Common stock, $ .001 par value, 90,000,000 shares authorized;

24,866,342 and 24,865,906 issued and 23,868,727 and 24,158,311 outstanding at June 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 997,615 and 707,595 shares at June 30, 2025 and December 31, 2024, respectively

24,866,342 and 24,865,906 issued and 23,868,727 and 24,158,311 outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 997,615 and 707,595 shares at September 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital

6 unchanged sentences

(in thousands, except share and per share data)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Product sales

29 unchanged sentences

Share based compensation

Proceeds from exercise of stock options

Purchase of treasury stock

Balances, June 30, 2024

Share based compensation

Proceeds from exercise of stock options

Purchase of treasury stock

Balances, September 30, 2024

paid-in-capital

6 unchanged sentences

Balances, June 30, 2025

Share based compensation

Purchase of treasury stock

Balances, September 30, 2025

See accompanying notes to unaudited interim condensed financial statements.

2 unchanged sentences

(unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

3 unchanged sentences

Provision for accounts and notes receivable

Provision for inventories

Gain from sale of property

Gain from sale of assets

Gain on foreclosure of property

Gain from loan settlements

Provision for inventories

Non-cash operating lease expense

20 unchanged sentences

Notes receivable collections

Purchases of loans

Collections from purchased loans

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Financing activities:

10 unchanged sentences

Cash paid for taxes

Foreclosure of properties related to other notes receivable

See accompanying notes to unaudited interim condensed financial statements.

15 unchanged sentences

In the opinion of management, the unaudited interim condensed financial statements have been prepared on the same basis as the audited annual 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 and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other period.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other period.

The accompanying balance sheet as of December 31, 2024 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed on March 12, 2025.

3 unchanged sentences

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.

Significant estimates made in connection with the accompanying financial statements primarily relate to the determination and valuation of notes receivable from mobile home parks, consumer loans receivable, other notes receivable, dealer financed receivables, fair value of financial instruments and income taxes.

26 unchanged sentences

The Company establishes an allowance for doubtful accounts for amounts that are deemed to be uncollectible.

At June 30, 2025, December 31, 2024, and December 31, 2023, the allowance for doubtful accounts totaled $ 866 , $ 578 , and $ 651 , respectively.

At June 30, 2025, December 31, 2024, and December 31, 2023 accounts receivable, net was $ 4,197 , $ 3,985 , and $ 4,656 , respectively.

At September 30, 2025, December 31, 2024, and December 31, 2023, the allowance for doubtful accounts totaled $ 1,052 , $ 578 , and $ 651 , respectively.

At September 30, 2025, December 31, 2024, and December 31, 2023 accounts receivable, net was $ 4,646 , $ 3,985 , and $ 4,656 , respectively.

Leased Property

1 unchanged sentence

In this arrangement, the title for the mobile homes remains with the Company, and the lease is accounted for as an operating lease.

Our typical lease agreement is for 96 months or 120 month s.

Our typical lease agreement is for 96 months or 120 months .

It requires the lessee to maintain the home and to return the home to us at the end of the lease in good condition.

5 unchanged sentences

(dollars in thousands)

Future minimum lease income under all operating leases for each of the next five years at June 30, 2025, is as follows:

Future minimum lease income under all operating leases for each of the next five years at September 30, 2025, is as follows:

Product Warranties

5 unchanged sentences

The accrued warranty liability is reduced as costs are incurred and the warranty liability balance is included as part of accrued liabilities in the Company’s balance sheet.

The following table summarizes activity within the warranty liability for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

The following table summarizes activity within the warranty liability for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

Warranty liability, beginning of period

Product warranty reserve accrued (released)

Product warranty reserve accrued

Warranty costs incurred

17 unchanged sentences

Stock options may be granted with a contractual life of up to ten years .

At June 30, 2025, the Company had 8.7 million shares available for grant under the Plan.

As of June 30, 2025, approximately 1,013,000 options were outstanding, 289,000 options were exercisable, and 724,000 options remained nonvested.

Unrecognized compensation expense related to these options at June 30, 2025 was $ 3,890 and is expected to be recognized over 6.7 years.

Total share based compensation expense for the three months ended June 30, 2025 and 2024 was $ 174 and $ 174 , respectively.

Total share based compensation expense for the six months ended June 30, 2025 and 2024 was $ 344 and $ 431 , respectively.

At September 30, 2025, the Company had 8.7 million shares available for grant under the Plan.

As of September 30, 2025, approximately 1,013,000 options were outstanding, 293,000 options were exercisable, and 720,000 options remained nonvested.

Unrecognized compensation expense related to these options at September 30, 2025 was $ 3,722 and is expected to be recognized over 6.5 years.

Total share based compensation expense for the three months ended September 30, 2025 and 2024 was $ 173 and $ 172 , respectively.

Total share based compensation expense for the nine months ended September 30, 2025 and 2024 was $ 518 and $ 603 , respectively.

The Company does not expect to pay dividends on its common stock.

30 unchanged sentences

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as existing segment disclosures and reconciliation requirements in ASC 280 – Segment Reporting on an interim and annual basis.

We adopted ASU 2023-07 on a retrospective basis for annual periods starting with our Annual Report on Form 10-K for the year ending December 31, 2024.

We adopted ASU 2023-07 on a retrospective basis for annual periods starting with our Annual Report on Form 10-K for the year ended December 31, 2024.

Pronouncements Issued But Not Yet Adopted

32 unchanged sentences

Warranty costs and contract costs are included in selling, general and administrative expenses in the statements of income.

Warranty and contract costs were $ 490 and $ 381 for the three months ended June 30, 2025 and 2024, respectively.

Warranty and contract costs were $ 983 and $ 813 for the six months ended June 30, 2025 and 2024, respectively.

For the three months ended June 30, 2025 and 2024, total cost of product sales included $ 2,477 and $ 1,340 of costs relating to subcontracted production for commercial sales, transportation and delivery costs, and certain other costs incurred for retail store and commercial sales.

For the six months ended June 30, 2025 and 2024, total cost of product sales included $ 4,207 and $ 2,748 of costs relating to subcontracted production for commercial sales, transportation and delivery costs, and certain other costs incurred for retail store and commercial sales.

Warranty and contract costs were $ 489 and $ 474 for the three months ended September 30, 2025 and 2024, respectively.

Warranty and contract costs were $ 1,472 and $ 1,287 for the nine months ended September 30, 2025 and 2024, respectively.

For the three months ended September 30, 2025 and 2024, total cost of product sales included $ 1,798 and $ 1,450 of costs relating to subcontracted production for commercial sales, transportation and delivery costs, and certain other costs incurred for retail store and commercial sales.

For the nine months ended September 30, 2025 and 2024, total cost of product sales included $ 6,005 and $ 4,198 of costs relating to subcontracted production for commercial sales, transportation and delivery costs, and certain other costs incurred for retail store and commercial sales.

Other revenue consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees and other miscellaneous income.

5 unchanged sentences

Land sales revenue is comprised of sales of land (real property) that was acquired as a result of maintaining or furthering our primary business of producing, selling and financing mobile homes.

For the three and six months ended June 30, 2025, there were no mobile home park (“MHP”) customers that accounted for more than 5.0 % of our product sales.

For the three months ended June 30, 2024, MHP sales to two independent third parties and their affiliates accounted for $ 2,471 or 7.8 % and $ 2,114 or 6.7 % of our product sales.

For the six months ended June 30, 2024, MHP sales to two independent third parties and their affiliates accounted for $ 5,450 or 8.7 % and $ 3,677 or 5.9 % of our product sales.

For the three and nine months ended September 30, 2025, there were no mobile home park (“MHP”) customers that accounted for more than 5.0 % of our product sales.

For the three months ended September 30, 2024, MHP sales to one independent third party and their affiliates accounted for $ 1,628 or 5.4 % of our product sales.

For the nine months ended September 30, 2024, MHP sales to two independent third party and their affiliates accounted for $ 5,212 or 5.6 % and $ 5,450 or 5.9 % of our product sales, respectively.

LEGACY HOUSING CORPORATION

2 unchanged sentences

Disaggregation of Revenue.

The following table summarizes customer contract revenues disaggregated by the source of the revenue for the three and six months ended June 30, 2025 and 2024:

The following table summarizes customer contract revenues disaggregated by the source of the revenue for the three and nine months ended September 30, 2025 and 2024:

Three months ended

Six months ended

Nine months ended

September 30,

Product sales:

16 unchanged sentences

Interest income is recognized monthly per the terms of the financing agreements.

The average contractual interest rate per loan was approximately 13.1 % as of June 30, 2025 and December 31, 2024.

The average contractual interest rate per loan was approximately 13.1 % as of September 30, 2025 and December 31, 2024.

Consumer loans receivable have maturities that range from 3 to 30 years .

2 unchanged sentences

The Company may also receive escrow payments for property taxes and insurance included in its consumer loan collections.

The liabilities associated with these escrow collections totaled $ 13,175 and $ 11,623 as of June 30, 2025 and December 31, 2024, respectively, and are included in escrow liability in the accompanying balance sheets.

The liabilities associated with these escrow collections totaled $ 13,551 and $ 11,623 as of September 30, 2025 and December 31, 2024, respectively, and are included in escrow liability in the accompanying balance sheets.

Allowance for Loan Losses—Consumer Loans Receivable

The allowance for loan losses reflects management’s estimate of losses inherent in the consumer loans that may be uncollectible based upon review and evaluation of the consumer loan portfolio as of the date of the balance sheet.

An allowance for loan losses is determined after giving consideration to, among other things, the loan characteristics, including the financial condition of borrowers, the value and liquidity of collateral, delinquency and historical loss experience.

An allowance for loan losses is determined after giving consideration to, among other things, the loan characteristics,

LEGACY HOUSING CORPORATION

1 unchanged sentence

(dollars in thousands)

including the financial condition of borrowers, the value and liquidity of collateral, delinquency and historical loss experience.

The allowance for loan losses is comprised of two components:

23 unchanged sentences

At each reporting period, the fair value of the collateral is adjusted to the lower of the amount recorded at repossession or the estimated sales price less estimated costs to sell, based on current information.

Repossessed homes from the consumer loan portfolio totaled $ 6,384 and $ 3,931 as of June 30, 2025 and December 31, 2024, respectively, and are included in other assets in the accompanying balance sheets.

Repossessed homes from the consumer loan portfolio totaled $ 7,956 and $ 3,931 as of September 30, 2025 and December 31, 2024, respectively, and are included in other assets in the accompanying balance sheets.

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

As of June 30,

As of September 30,

As of December 31,

8 unchanged sentences

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

Three months ended June 30,

Six Months Ended June 30,

Three months ended September 30,

Nine Months Ended September 30,

Allowance for loan losses, beginning of period

3 unchanged sentences

The following table presents impaired and general reserve for allowance for loan losses:

As of June 30,

As of September 30,

As of December 31,

6 unchanged sentences

A detailed aging of consumer loans receivable that are past due is as follows:

As of June 30,

As of September 30,

As of December 31,

8 unchanged sentences

Loan delinquency reporting generally is based on borrower payment activity relative to the contractual terms of the loan.

The following table disaggregates the outstanding principal balance of consumer loans receivable by credit quality indicator based on delinquency status and fiscal year of origination and is presented as of June 30, 2025:

Year of Origination

10 unchanged sentences

The interest rate on the MHP Notes can be fixed or variable, and the interest rates range from 4.9 % to 12 %.

The average interest rate per loan was approximately 7.9 % as of June 30, 2025 and 7.8 % as of December 31, 2024, with maturities that range from 1 to 10 years .

The average interest rate per loan was approximately 8.09 % as of September 30, 2025 and 7.8 % as of December 31, 2024, with maturities that range from 1 to 10 years .

The collateral underlying the MHP Notes are individual mobile homes which can be repossessed and resold.

The MHP Notes are generally personally guaranteed by borrowers.

As of June 30, 2025, the Company had concentrations of MHP Notes with three independent third-parties and their respective affiliates that equated to 24.0 %, 9.5 % and 11.4 % of the principal balance outstanding, all of which were secured by the mobile homes.

As of September 30, 2025, the Company had concentrations of MHP Notes with three independent third parties and their respective affiliates that equated to 24.1 %, 8.6 % and 10.3 % of the principal balance outstanding, all of which were secured by the mobile homes.

As of December 31, 2024, the Company had concentrations of MHP Notes with three independent third-parties and their respective affiliates that equated to 23.5 %, 14.6 % and 11.4 % of the principal balance outstanding, all of which were secured by the mobile homes.

2 unchanged sentences

The Company establishes an allowance composed of specific and general reserve amounts.

As of June 30, 2025 and December 31, 2024, the MHP Notes balance is presented net of unamortized finance fees of $ 929 and $ 1,057 , respectively.

As of September 30, 2025 and December 31, 2024, the MHP Notes balance is presented net of unamortized finance fees of $ 962 and $ 1,057 , respectively.

The finance fees are amortized over the life of the MHP Notes.

As of June 30, 2025, there were past due balances of $ 103 on MHP Notes.

As of September 30, 2025, there were past due balances of $ 702 on MHP Notes.

As of December 31, 2024, there were past due balances of $ 17 on the MHP Notes.

For the three and six months ended June 30, 2025 and 2024, there were no charge offs recorded for MHP Notes.

Allowance for loan loss for the MHP Notes was $ 900 and $ 654 as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, there was a minimal impaired balance of MHP Notes.

For the three and nine months ended September 30, 2025 and 2024, there were no charge offs recorded for MHP Notes.

Allowance for loan loss for the MHP Notes was $ 979 and $ 654 as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, there was an impaired balance of $ 410 of MHP Notes.

As of December 31, 2024, there was a minimal impaired balance of MHP Notes.

Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home, less the costs to sell.

9 unchanged sentences

Wooten (collectively, the “Individual Defendants”), Cleveland MHC, LLC (“Cleveland”), Country Aire Homes of LA, LLC, Forest Hollow, LLC (“Forest Hollow”), Gulf Stream Homes of LA, LLC, Gulf Stream Homes of MS, LLC, Stellar GS Homes, LLC, SINOP GS Homes, LLC, Gulf Stream Manor Phase 2 Homes, LLC, Iowa Homes, LLC, Southern Pointe Homes, LLC, Southern Pointe Investments, LLC, Southern Pointe Investments II, LLC, Stellar GS Homes LLC, and Country Aire MHP LLC (collectively, the “Entity Defendants”).

As consideration for the mutual releases contained in the Agreement:

● Forest Hollow conveyed clear title, and the undisputed right to possess, all real and personal property located on or at the Forest Hollow Mobile Home Community, 6650 Broad Oak Street, Beaumont, TX 77713 (the “Forest Hollow Mobile Home Community”) to Legacy;

LEGACY HOUSING CORPORATION

1 unchanged sentence

(dollars in thousands)

As consideration for the mutual releases contained in the Agreement:

● Cleveland conveyed clear title, and the undisputed right to possess, all real and personal property located on or at the Cleveland Mobile Home Community, 110 Old Hwy 49 S.

4 unchanged sentences

The New Note bears interest at a fixed rate of 7.9 % , requires monthly payments of interest only for twenty-four months , and matures in July, 2026.

● Payments due on the New Note are current as of September 30, 2025.

The New Note is secured by a first priority interest in more than 1,000 mobile homes and two mobile-home parks located in Louisiana, and personal guarantees signed by the Individual Defendants.

6 unchanged sentences

The Company recorded a gain of $ 5.4 million in 2024 on the settlement agreement and transactions related to the Cleveland Mobile Home Community and the Forest Hollow Mobile Home Community.

The Company evaluated the recoverability of the New Note as of June 30, 2025 and determined a provision for expected loan losses is not necessary based on the analysis of the fair value of underlying collateral.

Notes receivable from mobile home parks, net of allowance for loan losses and deferred financing fees, consisted of the following at June 30, 2025 and December 31, 2024:

As of June 30,

The Company evaluated the recoverability of the New Note as of September 30, 2025 and determined a provision for expected loan losses is not necessary based on the analysis of the fair value of underlying collateral.

Notes receivable from mobile home parks, net of allowance for loan losses and deferred financing fees, consisted of the following at September 30, 2025, December 31, 2024, and December 31, 2023:

As of September 30,

As of December 31,

6 unchanged sentences

(dollars in thousands)

The following table presents a detail of the activity in the allowance for loan losses for the three and six months ended June 30, 2025 and 2024:

The following table presents a detail of the activity in the allowance for loan losses for the three and nine months ended September 30, 2025 and 2024:

Three months ended

Six months ended

Nine months ended

September 30,

Allowance for loan losses, beginning of period

2 unchanged sentences

Allowance for loan losses, end of period

The following table presents impaired and general reserve for allowance for loan losses at June 30, 2025 and December 31, 2024:

As of June 30,

The following table presents impaired and general reserve for allowance for loan losses at September 30, 2025 and December 31, 2024:

As of September 30,

As of December 31,

7 unchanged sentences

Loan delinquency reporting is generally based upon borrower payment activity relative to the contractual terms of the loan.

The following table disaggregates the outstanding principal balance of MHP receivable by credit quality indicator based on delinquency status and fiscal year of origination and is presented as of June 30, 2025:

Year of Origination

13 unchanged sentences

(dollars in thousands)

As of June 30, 2025, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equated to 40.0 %, 27.0 % and 7.9 % of the principal balance outstanding, all of which were secured by the mobile homes.

As of September 30, 2025, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equated to 56.6 %, 11.3 % and 9.5 % of the principal balance outstanding, all of which were secured by the mobile homes.

As of December 31, 2024, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equated to 33.7 %, 22.7 % and 10.5 % of the principal balance outstanding, all of which were secured by the mobile homes.

As of June 30, 2025, there were past due balances of $ 1,704 on other notes.

As of September 30, 2025, there were past due balances of $ 154 on other notes.

As of December 31, 2024, there were past due balances of $ 1,357 on other notes.

For the three and six months ended June 30, 2025 and 2024, there were no charge offs recorded for other notes.

Allowance for loan loss for the other notes was $ 432 and $ 364 as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the impaired balance of other notes was $ 210 and $ 141 , respectively.

For the three and nine months ended September 30, 2025, there were $ 276 in charge offs recorded for other notes.

For the three and nine months ended September 30, 2024, there were no charge offs recorded for other notes.

Allowance for loan loss for the other notes was $ 209 and $ 364 as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the impaired balance of other notes was $ 57 and $ 141 , respectively.

Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home, less the costs to sell.

Note 4, Notes Receivable from Mobile Home Parks, in these Notes to Condensed Financial Statements (Unaudited) for the quarter ended June 30, 2025 provides details regarding a settlement agreement related to prior notes receivable.

Prior to the three months ending September 30, 2024, the Company recorded the old Notes described in Note 4 in MHP notes and other notes.

The New Note is recorded in MHP notes only.

Other notes receivable, net of allowance for loan losses and deferred financing fees, consisted of the following at June 30, 2025, December 31, 2024 and December 31, 2023:

As of June 30,

Other notes receivable, net of allowance for loan losses and deferred financing fees, consisted of the following at September 30, 2025, December 31, 2024 and December 31, 2023:

As of September 30,

As of December 31,

3 unchanged sentences

Allowance for loan losses

The following table presents a detail of the activity in the allowance for loan losses for the three and six months ended June 30, 2025 and 2024:

The following table presents a detail of the activity in the allowance for loan losses for the three and nine months ended September 30, 2025 and 2024:

Three months ended

Six months ended

Nine months ended

September 30,

Allowance for loan losses, beginning of period

2 unchanged sentences

Allowance for loan losses, end of period

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in thousands)

The following table presents impaired and general reserve for allowance for loan losses at June 30, 2025 and December 31, 2024:

As of June 30,

The following table presents impaired and general reserve for allowance for loan losses at September 30, 2025 and December 31, 2024:

As of September 30,

As of December 31,

5 unchanged sentences

General allowance for loan losses

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in thousands)

We evaluate the credit quality of our Other notes receivable portfolio based on the aging status of the loan and by payment activity.

Loan delinquency reporting generally is based on borrower payment activity relative to the contractual terms of the loan.

The following table disaggregates the outstanding principal balance of Other notes receivable by credit quality indicator based on delinquency status and fiscal year of origination and is presented as of June 30, 2025:

Year of Origination

7 unchanged sentences

The terms of the financing typically include a three year term, a monthly interest payment, an annual curtailment payment and require the retailer to pay the principal amount of the loan to the Company upon the earlier of the sale of the home by the retailer to its customer or the end of the term.

Dealer financed notes receivable, net of allowance for loan losses, consisted of the following at June 30, 2025, December 31, 2024 and December 31, 2023:

As of June 30,

Dealer financed notes receivable, net of allowance for loan losses, consisted of the following at September 30, 2025, December 31, 2024 and December 31, 2023:

As of September 30,

As of December 31,

2 unchanged sentences

Allowance for loan losses

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in thousands)

The following table presents a detail of the activity in the allowance for loan losses for the three and six months ended June 30, 2025 and 2024:

The following table presents a detail of the activity in the allowance for loan losses for the three and nine months ended September 30, 2025 and 2024:

Three months ended

Six months ended

Nine months ended

September 30,

Allowance for loan losses, beginning of period

2 unchanged sentences

Allowance for loan losses, end of period

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in thousands)

The allowance for loan losses reflects management’s estimate of losses inherent in the dealer loans that may be uncollectible based on review and evaluation of the dealer loan portfolio as of the date of the balance sheet.

1 unchanged sentence

INVENTORIES, NET

Inventories, net consisted of the following at June 30, 2025 and December 31, 2024:

As of June 30,

Inventories, net consisted of the following at September 30, 2025 and December 31, 2024:

As of September 30,

As of December 31,

2 unchanged sentences

Finished goods, net

Finished goods includes an allowance of $ 722 and $ 688 as of June 30, 2025 and December 31, 2024, respectively.

Finished goods includes an allowance of $ 811 and $ 688 as of September 30, 2025 and December 31, 2024, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at June 30, 2025 and December 31, 2024:

As of June 30,

Property, plant and equipment consisted of the following at September 30, 2025 and December 31, 2024:

As of September 30,

As of December 31,

5 unchanged sentences

Total property, plant and equipment

Depreciation expense was $ 391 and $ 454 for the three months ended June 30, 2025 and 2024, respectively, and includes depreciation expense for leased mobile homes.

Depreciation expense also includes $ 164 and $ 167 as a component of cost of product sales for the three months ended June 30, 2025 and 2024, respectively.

Depreciation expense was $ 396 and $ 481 for the three months ended September 30, 2025 and 2024, respectively, and includes depreciation expense for leased mobile homes.

Depreciation expense also includes $ 164 and $ 168 as a component of cost of product sales for the three months ended September 30, 2025 and 2024, respectively.

Depreciation expense was $ 1,186 and $ 1,337 for the nine months ended September 30, 2025 and 2024, respectively, and includes depreciation expense for leased mobile homes.

Depreciation expense also includes $ 495 and $ 494 as a component of the cost of product sales for the nine months ended September 30, 2025 and 2024 respectively.

LEGACY HOUSING CORPORATION

1 unchanged sentence

(dollars in thousands)

Other assets consisted of the following at June 30, 2025 and December 31, 2024:

As of June 30,

Other assets consisted of the following at September 30, 2025 and December 31, 2024:

As of September 30,

As of December 31,

Repossessed homes

Repossessed homes balance as of June 30, 2025 includes $ 6,384 for homes repossessed from the consumer loan portfolio and $ 1,198 for homes repossessed from the MHP loan portfolio.

Repossessed homes balance as of September 30, 2025 includes $ 7,956 for homes repossessed from the consumer loan portfolio, $ 1,198 for homes repossessed from the MHP loan portfolio, and $ 558 for homes repossessed from the development loan portfolio.

Repossessed homes balance as of December 31, 2024 includes $ 3,931 for homes repossessed from the consumer loan portfolio and $ 1,198 for homes repossessed from the MHP loan portfolio.

ACCRUED LIABILITIES

Accrued liabilities consisted of the following at June 30, 2025 and December 31, 2024:

As of June 30,

Accrued liabilities consisted of the following at September 30, 2025 and December 31, 2024:

As of September 30,

As of December 31,

12 unchanged sentences

At the Company's option, borrowings will bear interest at a per annum rate equal to, (i) Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 2.5 % or 2.75 % based upon the Company's average quarterly borrowings under the Revolver or (ii) a base rate plus an applicable margin of 2.5 % or 2.75 % based upon the Company's average quarterly borrowings under the Revolver.

The Company paid certain arrangement fees and other fees in connection with the Revolver of approximately $ 271 , which were capitalized as unamortized debt issuance costs and included within lines of credit balance in the accompanying balance sheets and are amortized to interest expense over the life of the Revolver.

The Revolver matures July 28, 2027.

2 unchanged sentences

(dollars in thousands)

For the three months ended June 30, 2025 and 2024, interest expense under the Revolver was $ 3 and $ 235 , respectively.

For the six months ended June 30, 2025 and 2024, interest expense under the Revolver was $ 3 and $ 511 , respectively.

The outstanding balance of the Revolver as of June 30, 2025 and December 31, 2024 was $ 142 and $ 0 , respectively.

The interest rate in effect as of June 30, 2025 and December 31, 2024 for the Revolver was 6.76 % and 7.61 %, respectively.

The amount of available credit under the Revolver was $ 49,858 and $ 50,000 as of June 30, 2025 and December 31, 2024, respectively.

For the three months ended September 30, 2025 and 2024, interest expense under the Revolver was $ 2 and $ 175 respectively.

For the nine months ended September 30, 2025 and 2024, interest expense under the Revolver was $ 3 and $ 686 respectively.

The outstanding balance of the Revolver as of September 30, 2025 and December 31, 2024 was $ 0 and $ 0 respectively.

The interest rate in effect as of September 30, 2025 and December 31, 2024 for the Revolver was 7.25 % and 7.61 %, respectively.

The amount of available credit under the Revolver was $ 50,000 and $ 50,000 as of September 30, 2025 and December 31, 2024, respectively.

The Revolver requires the Company to comply with certain financial and non-financial covenants.

As of June 30, 2025, the Company was in compliance with all financial covenants, including that it maintain a maximum leverage ratio of no more than 1.00 to 1.00 and a minimum fixed charge coverage ratio of no less than 1.75 to 1.00.

The provision for income tax expense for the three and six months ended June 30, 2025 was $ 3,081 and $ 5,533 respectively.

The effective tax rate for the three and six months ended June 30, 2025 was 17.3 % and 18.1 %, respectively.

These rates differ from the federal statutory rate of 21 % primarily due to a federal tax credit for the sale of energy efficient homes under the Internal Revenue Code §45L and to a $ 3.4 million federal tax credit purchased by the Company at a discount in this second quarter and applied to the current year, both partially offset by state income taxes.

The provision for income tax expense for the three and six months ended June 30, 2024 was $ 3,607 and $ 6,980 respectively.

The effective tax rate for the three and six months ended June 30, 2024 was 18.2 % This rate differs from the federal statutory rate of 21 % primarily due to a federal tax credit for the sale of energy efficient homes under the Internal Revenue Code §45L, partially offset by state income taxes.

As of September 30, 2025, the Company was in compliance with all financial covenants, including that it maintain a maximum leverage ratio of no more than 1.00 to 1.00 and a minimum fixed charge coverage ratio of no less than 1.75 to 1.00.

The provision for income tax expense for the three and nine months ended September 30, 2025 was $ 1,612 and $ 7,145 respectively.

The effective tax rate for the three and nine months ended September 30, 2025 was 15.7 % and 17.5 %, respectively.

These rates differ from the federal statutory rate of 21 % primarily due to a federal tax credit for the sale of energy efficient homes under the Internal Revenue Code §45L and to a $ 5.0 million federal tax credit purchased by the Company at a discount in the second and third quarters and applied to the current year, both partially offset by state income taxes.

The provision for income tax expense for the three and nine months ended September 30, 2024 was $ 3,522 and $ 10,502 respectively.

The effective tax rate for the three and nine months ended September 30, 2024 was 18.2 % This rate differs from the federal statutory rate of 21 % primarily due to a federal tax credit for the sale of energy efficient homes under the Internal Revenue Code §45L, partially offset by state income taxes.

The §45L tax credit was initially established under the Federal Energy Policy Act of 2005 and ends June 30, 2026 pursuant to the One Big Beautiful Bill Act of 2025.

4 unchanged sentences

The Company will adjust its self-insured medical benefits reserve based on actual experience, estimated costs and changes to assumptions.

As of June 30, 2025 and December 31, 2024, the Company accrued a $ 878 and $ 861 liability for incurred but not reported claims, respectively.

As of September 30, 2025 and December 31, 2024, the Company accrued a $ 772 and $ 861 liability for incurred but not reported claims, respectively.

These accrued amounts are included in accrued liabilities on the accompanying balance sheets.

3 unchanged sentences

The Company believes that risk of loss is mitigated due to the resale value of the repurchased homes and the fact that the agreements are spread over many retailers.

The maximum amount for which the Company was liable under such agreements approximated $ 512 and $ 805 at June 30, 2025 and December 31, 2024, respectively, without reduction for the resale value of the homes.

The Company considers its obligations on current contracts to be immaterial and accordingly has not recorded any reserve for repurchase commitment as of June 30, 2025 and December 31, 2024.

The maximum amount for which the Company was liable under such agreements approximated $ 713 and $ 805 at September 30, 2025 and December 31, 2024 respectively without reduction for the resale value of the homes.

The Company considers its obligations on current contracts to be immaterial and accordingly has not recorded any reserve for repurchase commitment as of September 30, 2025 and December 31, 2024.

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 for the three months ended June 30, 2025 and 2024 was $ 136 and $ 161 , respectively.

Rent expense for the six months ended June 30, 2025 and 2024 was $ 284 and $ 320 , respectively.

Rent expense for the three months ended September 30, 2025 and 2024 was $ 114 and $ 160 respectively.

Rent expense for the nine months ended September 30, 2025 and 2024 was $ 398 and $ 480 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 properties for the three months ended June 30, 2025 and 2024 was approximately $ 22 and $ 60 , respectively.

Rental income from the subleased properties for the six months ended June 30, 2025 and 2024 was approximately $ 43 and $ 114 , respectively.

Rental income from the subleased properties for the three months ended September 30, 2025 and 2024 was approximately $ 26 and $ 17 respectively.

Rental income

LEGACY HOUSING CORPORATION

1 unchanged sentence

(dollars in thousands)

from the subleased properties for the nine months ended September 30, 2025 and 2024 was approximately $ 69 and $ 131 respectively.

Legal Matters

The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business.

The Company is party to certain legal proceedings that arise in the ordinary course of business 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.

The Company has determined that it is probable that it has some liability related to the claims.

The Company has included legal reserves of $ 468 and $ 328 as of June 30, 2025 and December 31, 2024, respectively, in accrued liabilities on the accompanying balance sheets.

The Company has included legal reserves of $ 855 and $ 328 as of September 30, 2025 and December 31, 2024, respectively, in accrued liabilities on the accompanying balance sheets.

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.

1 unchanged sentence

FAIR VALUE MEASUREMENTS

The following table shows the estimated fair market value and book value of our consumer loan portfolio, MHP notes and other notes, net of allowances, loan discount fees and deferred financing fees, as of June 30, 2025 and December 31, 2024:

As of June 30,

As of September 30,

As of December 31,

20 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Net income (in 000's)

10 unchanged sentences

We repurchased 260,635 shares of common stock for $ 5,817 in the open market during the three months ended June 30, 2025.

As of June 30, 2025, we had a remaining authorization of approximately $ 8,110 .

No shares were repurchased during the three months ended September 30, 2025.

As of September 30, 2025, we had a remaining authorization of approximately $ 8,110 .

LEGACY HOUSING CORPORATION

3 unchanged sentences

Bell Mobile Homes (“Bell”), a retailer owned by one of the Company’s significant stockholders, purchases manufactured homes from the Company.

Accounts receivable balances due from Bell were $ 6 and $ 115 as of June 30, 2025 and December 31, 2024, respectively.

Accounts payable balances due to Bell were $ 53 and $ 58 as of June 30, 2025 and December 31, 2024, respectively.

Home sales to Bell were $ 1,162 and $ 1,312 for the three months ended June 30, 2025 and 2024, respectively.

Home sales to Bell were $ 1,547 and $ 2,431 for the six months ended June 30, 2025 and 2024, respectively.

Accounts receivable balances due from Bell were $ 269 and $ 115 as of September 30, 2025 and December 31, 2024, respectively.

Accounts payable balances due to Bell were $ 53 and $ 58 as of September 30, 2025 and December 31, 2024, respectively.

Home sales to Bell were $ 1,168 and $ 1,700 for the three months ended September 30, 2025 and 2024, respectively.

Home sales to Bell were $ 2,715 and $ 4,131 for the nine months ended September 30, 2025 and 2024, respectively.

Shipley Bros., Ltd.

and Crazy Red’s Mobile Homes (together, “Shipley”), retailers owned by one of the Company’s significant shareholders, purchase manufactured homes from the Company.

Accounts receivable balances due from Shipley were $ 46 and $ 78 as of June 30, 2025 and December 31, 2024, respectively.

Accounts payable balances due to Shipley were $ 38 and $ 22 as of June 30, 2025 and December 31, 2024, respectively.

Home sales to Shipley were $ 805 and $ 1,361 for the three months ended June 30, 2025 and 2024, respectively.

Home sales to Shipley were $ 1,197 and $ 1,660 for the six months ended June 30, 2025 and 2024, respectively.

Accounts receivable balances due from Shipley were $ 207 and $ 78 as of September 30, 2025 and December 31, 2024, respectively.

Accounts payable balances due to Shipley were $ 12 and $ 22 as of September 30, 2025 and December 31, 2024, respectively.

Home sales to Shipley were $ 324 and $ 452 for the three months ended September 30, 2025 and 2024, respectively.

Home sales to Shipley were $ 1,521 and $ 2,113 for the nine months ended September 30, 2025 and 2024, respectively.

SUBSEQUENT EVENTS

In connection with the preparation of these interim financial statements, we evaluated subsequent events after the balance sheet date of June 30, 2025 and through the date of this filing and determined that no events occurred that would require adjustments or disclosures in the interim financial statements.

On September 27, 2025, Robert Duncan Bates, President and Chief Executive Officer of the Company, submitted his resignation, effective October 10, 2025.

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.

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.

LEGACY HOUSING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(dollars in thousands)

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements