Item 1. Financial Statements
Item 1. Financial Statements
LEGACY HOUSING CORPORATION
BALANCE SHEETS
(in thousands, except share and per value data)
March 31,
December 31,
2026 (unaudited)
2025
Assets
Current assets:
Cash
$
14,111
$
8,478
Accounts receivable, net
5,061
5,467
Interest receivable loan portfolios, net
3,701
3,517
Income tax refund receivable
—
5,617
Dealer financed receivables, net
24,618
26,685
Consumer loans receivable, net
9,636
9,458
Notes receivable from mobile home parks (“MHP”), net
60,381
59,632
Other notes receivable, net
4,976
4,868
Inventories, net
50,383
39,853
Prepaid expenses and other current assets
1,425
1,081
Total current assets
174,292
164,656
Property, plant and equipment, net
60,597
60,497
Consumer loans receivable, net
189,689
189,356
Notes receivable from mobile home parks (“MHP”), net
136,613
136,906
Other notes receivable, net
1,360
1,226
Other assets - leased mobile homes
3,372
3,804
ROU assets - operating leases
1,197
1,313
Other assets
15,803
13,911
Deferred income taxes, net
1,121
998
Intangible assets, net
4,956
5,198
Goodwill
2,472
2,472
Total assets
$
591,472
$
580,337
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
$
4,340
$
6,443
Accrued liabilities
19,152
25,063
Customer deposits
11,069
1,764
Escrow liability
13,498
13,109
Operating lease obligation
469
479
Total current liabilities
48,528
46,858
Long‑term liabilities:
Operating lease obligation, less current portion
755
860
Lines of credit
899
1,200
Dealer incentive liability
2,297
2,805
Total liabilities
52,479
51,723
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $ .001 par value, 10,000,000 shares authorized: no shares issued or outstanding
—
—
Common stock, $ .001 par value, 90,000,000 shares authorized; 24,866,342 and 24,866,342 issued and 23,781,601 and 23,812,341 outstanding at March 31, 2026 and December 31, 2025, respectively
32
32
Treasury stock at cost, 1,084,741 and 1,054,001 shares at March 31, 2026 and December 31, 2025, respectively
( 18,057 )
( 17,484 )
Additional paid-in-capital
182,881
182,857
Retained earnings
374,137
363,209
Total stockholders' equity
538,993
528,614
Total liabilities and stockholders' equity
$
591,472
$
580,337
See accompanying notes to unaudited interim financial statements .
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LEGACY HOUSING CORPORATION
STATEMENTS OF INCOME
(in thousands, except share data)
(unaudited)
Three months ended March 31,
2026
2025
Net revenue:
Product sales
$
21,550
$
24,290
Consumer, MHP and dealer loans interest
11,318
10,655
Other revenue
1,498
725
Total net revenue
34,366
35,670
Operating expenses:
Cost of product sales
14,936
17,192
Cost of other sales
1,201
515
Selling, general and administrative expenses
5,840
6,372
Total operating expenses
21,977
24,079
Income from operations
12,389
11,591
Other income (expense):
Non‑operating interest income
356
467
Miscellaneous, net
307
675
Interest expense
( 28 )
( 5 )
Total other income
635
1,137
Income before income tax expense
13,024
12,728
Income tax expense
( 2,096 )
( 2,452 )
Net income
$
10,928
$
10,276
Weighted average shares outstanding:
Basic
23,808,350
24,133,253
Diluted
23,838,330
24,794,928
Earnings per share:
Basic
$
0.46
$
0.43
Diluted
$
0.46
$
0.41
See accompanying notes to unaudited interim financial statements.
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LEGACY HOUSING CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
Treasury
Additional
Retained
Shares (1)
Amount
stock
paid-in-capital
earnings
Total
Balances, December 31, 2024
24,158,311
$
31
$
( 9,875 )
$
182,400
$
321,400
$
493,956
Share based compensation
436
1
—
170
—
171
Purchase of treasury stock
( 29,385 )
—
( 675 )
—
—
( 675 )
Net income
—
—
—
—
10,276
10,276
Balances, March 31, 2025
24,129,362
$
32
$
( 10,550 )
$
182,570
$
331,676
$
503,728
Treasury
Additional
Retained
Shares (1)
Amount
stock
paid-in-capital
earnings
Total
Balances, December 31, 2025
23,812,341
$
32
$
( 17,484 )
$
182,857
$
363,209
$
528,614
Share based compensation
—
—
—
24
24
Purchase of treasury stock
( 30,740 )
—
( 573 )
—
—
( 573 )
Net income
—
—
—
—
10,928
10,928
Balances, March 31, 2026
23,781,601
$
32
$
( 18,057 )
$
182,881
$
374,137
$
538,993
(1) Shares are net of treasury shares.
See accompanying notes to unaudited interim financial statements.
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LEGACY HOUSING CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three Months Ended March 31,
2026
2025
Operating activities:
Net income
$
10,928
$
10,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense
670
423
Amortization of deferred revenue
( 341 )
( 341 )
Operating lease amortization, net
( 14 )
( 5 )
Amortization of lines of credit cost
17
—
Provision for accounts and notes receivable
1,121
692
(Gain) or Loss from sale of property
101
( 82 )
Provision for inventories
( 25 )
15
Deferred income taxes
( 123 )
—
Share based compensation expense
24
171
Changes in operating assets and liabilities:
Accounts receivable
5,606
( 1,181 )
Interest receivable, net
( 226 )
—
Consumer loans activity, net
( 1,215 )
( 5,459 )
Notes receivable MHP activity, net
( 345 )
3,854
Dealer inventory loan activity, net
1,942
901
Inventories, net
( 10,505 )
( 3,882 )
Prepaid expenses and other current assets
( 359 )
( 331 )
Other assets - leased mobile homes
318
272
Other assets
( 1,810 )
( 1,172 )
Accounts payable and accrued liabilities
( 8,014 )
( 547 )
Right of use activity, net
15
—
Customer deposits
9,305
404
Escrow liability
389
766
Dealer incentive liability
( 508 )
134
Net cash provided by operating activities
6,951
4,908
Investing activities:
Purchases of property, plant and equipment
( 1,530 )
( 1,261 )
Proceeds from sale of property
1,016
160
Issuance of notes receivable
( 414 )
( 979 )
Notes receivable collections
202
17
Collections from purchased loans
72
95
Net cash used in investing activities
( 654 )
( 1,968 )
Financing activities:
Purchases of treasury stock
( 573 )
( 675 )
Proceeds from lines of credit
13,000
—
Payments on lines of credit
( 13,091 )
—
Net cash used in financing activities
( 664 )
( 675 )
Net increase in cash
5,633
2,265
Cash at beginning of period
8,478
1,149
Cash at end of period
$
14,111
$
3,414
Supplemental disclosure of cash flow information:
Cash paid for interest
$
—
$
—
Cash paid for taxes
$
1
$
13
See accompanying notes to unaudited interim financial statements.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. NATURE OF OPERATIONS
Legacy Housing Corporation (referred herein as ”Legacy”, “we”, “our”, “us”, or the “Company”) was formed on January 1, 2018 as a Delaware corporation through a corporate conversion of Legacy Housing, Ltd. (the “Partnership”), a Texas limited partnership formed in May 2005. Effective December 31, 2019, the Company reincorporated from a Delaware corporation to a Texas corporation. The Company is headquartered in Bedford, Texas.
The Company (1) manufactures and provides for the transport of manufactured homes, (2) provides wholesale financing to dealers and mobile home parks, (3) provides retail financing to consumers and (4) is involved in financing and developing new manufactured home communities. The Company manufactures its 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 manufactured homes. The Company also sells homes directly to consumers, through its own retail stores, and to dealers and mobile home parks.
Basis of Presentation
The accompanying unaudited interim financial statements 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 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 months ending March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or any other period. The accompanying balance sheet as of December 31, 2025 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), filed on March 12, 2026. The accompanying 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.
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. 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 and fair value of financial instruments. Actual results could differ from these estimates.
Segment Reporting
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 the Company supports the others. For example, the sale of manufactured homes includes providing transportation for dealers. We also provide financing options for customers to facilitate home sales. Accordingly, all significant operating and strategic decisions by the co-chief operating decision makers, the Executive Chairman and Chief Executive Officer, are based upon analyses of our company as one operating segment.
We generate revenues through the manufacture and sales of manufactured homes and “Tiny Houses” and the related interest income associated with financing these homes sales. We define the segment primarily based on how internally reported financial and operating information is regularly reviewed by our co-chief operating decision makers (“co-CODMs”) to evaluate financial performance, make decisions and allocate resources. Our co-CODMs are our Executive Chairman and Chief Executive Officer. The co-CODMs assess performance for the segment based on net
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
income and total assets that are also reported on the statements of income and balance sheet as net income and total assets, respectively. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The co-CODMs assess our operating and financial performance on a company-wide or consolidated basis.
Revenue Recognition
Product sales primarily consist of sales of manufactured homes to consumers and mobile home parks through various sales channels, which include Direct Sales, Commercial Sales, Inventory Finance 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 an inventory finance 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. Inventory Finance Sales include sales of homes to independent retailers, or dealers, who then resell the homes to consumers. Retail Store Sales are homes sold through Company-owned retail locations. Inventory Finance Sales and Retail Store Sales of homes may be financed by the Company or a third party, or they may be paid in cash.
Consumer, MHP and dealer loans interest includes interest income from the consumer, MHP and dealer finance loan portfolios. Other revenue consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees and other miscellaneous income.
Accounts Receivable
Net accounts receivable includes receivables from direct sales of manufactured homes, sales of parts and supplies to customers, inventory finance fees and interest.
Accounts receivable related to inventory finance fees and interest generally are due upon receipt, and all other accounts receivable generally are due within 30 days . Accounts receivable is stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines the allowance by considering several factors, including the aging of the past due balance, the customer’s payment history, and the Company’s previous loss history. The Company establishes an allowance for doubtful accounts for amounts that are deemed to be uncollectible. At March 31, 2026, December 31, 2025, and December 31, 2024, the allowance for doubtful accounts totaled $ 1.7 million, $ 1.5 million, and $ 0.6 million, respectively. At March 31, 2026, December 31, 2025, and December 31, 2024 accounts receivable, net was $ 5.1 million, $ 5.5 million, and $ 4.0 million, respectively.
Interest Receivable Loan Portfolios
Interest receivable loan portfolios, net relates to accrued interest for consumer loans receivable, notes receivable from mobile home parks, and other notes receivable. The interest accrual is calculated within the Company’s loan management system from the date of last customer payment received through the end of the period. Separately an interest receivable allowance is established for all interest payments past due more than 90 days. The interest receivable is stated net of the allowance. At March 31, 2026, December 31, 2025, and December 31, 2024 the interest receivable, net was $ 3.7 million, $ 3.5 million, and $ 3.3 million, respectively.
Leased Property
The Company offers mobile home park operators the opportunity to lease manufactured homes for rent in lieu of purchasing the homes for cash or under a longer-term financing agreement. In this arrangement, the title for the manufactured 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 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. It provides the lessee with a termination option for a fee, an option to extend the lease and a purchase option at fair market value.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The leased manufactured homes are included in other assets on the Company’s balance sheet, capitalized at manufactured cost and depreciated over a 15 year useful life. Homes returned to the Company upon expiration of the lease or in the event of default are sold by the Company through its standard sales and distribution channels.
Future minimum lease income under all operating leases for each of the next five years at March 31, 2026, is as follows (in thousands):
2026
$
738
2027
919
2028
762
2029
493
2030
148
Thereafter
84
Total
$
3,144
Product Warranties
The Company provides retail home buyers with a one-year warranty from the date of purchase on manufactured inventory. At this time, we do not provide any warranties with respect to “Tiny Houses”. Product warranty costs are accrued when the covered homes are sold to customers. Product warranty expense is recognized based on the terms of the product warranty and the related estimated costs. Factors used to determine the warranty liability include the number of homes under warranty and the historical costs incurred in servicing the warranties. 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 (in thousands):
Three Months Ended March 31,
2026
2025
Warranty liability, beginning of period
$
1,863
$
1,950
Product warranty reserve accrued
( 12 )
576
Warranty costs incurred
( 324 )
( 493 )
Warranty liability, end of period
$
1,527
$
2,033
Intangible Assets, Net
Our intangible assets consist of trade name, internally developed software, customer contracts, and non-compete agreements, are considered finite-lived, and are amortized over their useful lives. Finite-lived intangibles are generally amortized over 1 to 15 years on a straight-line depreciation basis and are reviewed for possible impairment
whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Amortization expenses recognized on intangible assets was $ 0.2 million for the three months ended March 31, 2026.
Finite-lived intangible have a weighted average remaining life of 10.1 years.
The following table summarizes intangible asset amortization expense (in thousands):
As of March 31,
Year
2026
2026
$
663
2027
580
2028
580
2029
580
2030
547
Thereafter
2,006
Total
$
4,956
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Share-Based Compensation
The Company accounts for share-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Share-based compensation expense is recognized based on an 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 grant with only service-based conditions 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. The volatility is estimated based on the historical volatility of the Company’s common stock. The expected life of awards granted represents the period during which the awards are expected to remain outstanding, based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on their historical award exercise experience. The Company does not expect to pay dividends on its common stock.
Pursuant to the Legacy Housing Corporation 2018 Incentive Compensation Plan (the “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, restricted stock, and stock appreciation rights. Stock options may be granted with a contractual life of up to ten years . At March 31, 2026, the Company had 9.2 million shares available for grant under the Plan.
As of March 31, 2026, stock options to purchase approximately 50,000 shares of common stock were outstanding under the Plan at an exercise price of $ 19.85 , and expire on dates ranging from December 2030 to December 2035, none of which are currently exercisable. Unrecognized compensation expense related to these options at March 31, 2026 was $ 0.4 million and is expected to be recognized over 7.7 years . Total share-based compensation expense was immaterial for the three months ended March 31, 2026 and 2025.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 , Income Statement Reporting - Comprehensive Income Expense - Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses . The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about certain types of costs and expenses in the notes to the financial statements. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of the disclosure requirements related to the new standard on its financial statements.
2. REVENUE
Product sales primarily consist of sales of manufactured homes to consumers and mobile home parks through various sales channels, which include Direct Sales, Commercial Sales, Inventory Finance 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 an inventory finance 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. Inventory Finance Sales include sales of homes to independent retailers, or dealers, who then resell the homes to consumers. Retail Store Sales are homes sold through Company-owned retail locations. Inventory Finance Sales and Retail Store Sales of homes may be financed by the Company or a third party, or they may be paid in cash.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Revenue from product sales is recognized when the performance obligation under the terms of a contract with our customer 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 inventory financed sales, the independent dealer enters into a financing arrangement with the Company and is required to make monthly interest payments. Interest income is recorded separately in the statement of income. For other 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 recorded separately in the statement of income.
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. Warranty costs are included in selling, general, and administrative expenses, in the statements of income. Warranty and contract costs were $ 0.3 million and $ 0.5 million for the three months ended March 31, 2026 and 2025, respectively.
For the three months ended March 31, 2026 and 2025, total cost of product sales included $ 1.7 million for both comparison periods consisting 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. 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 is 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 commercial leases is recognized as earned monthly over a contractual period of 96 or 120 months . Revenue for service fees and miscellaneous income is recognized at a point in time when the performance obligation is satisfied. 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 manufactured homes. Land sale revenue for the three months ended March 31, 2026 and 2025 were $ 1.1 million and $ 0.1 million, respectively.
For the three months ended March 31, 2026, there was one mobile home park (“MHP”) customer that accounted for more than 5.0 % of our total product sales. Their MHP sales accounted for $ 1.4 million or 6.6 % of our total product sales. For the three months ended March 31, 2025, there were no MHP customers that accounted for more than 5.0 % of our total product sales.
During the three months ended March 31, 2026, the Company received a non-refundable advance deposit of approximately $ 7.1 million from a single customer in connection with a large order of manufactured homes intended for use as workforce housing. Production of the related units commenced during the first quarter of 2026, however no units had shipped and no revenue had been recognized in respect of the deposit as of March 31, 2026. The deposit is included in customer deposits on the accompanying balance sheet. Deliveries are expected to begin during the second quarter of 2026, and the Company expects to recognize substantially all of the related product sales revenue during the remainder of 2026 upon delivery and transfer of title of the units.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Disaggregation of Revenue. The following table summarizes customer contract revenues disaggregated by the source of the revenue (in thousands):
Three months ended
March 31,
2026
2025
Product sales:
Direct sales
$
2,683
$
1,489
Commercial sales
7,641
6,795
Inventory finance sales
3,525
11,131
Retail store sales
6,053
3,342
Other product sales (1)
1,648
1,533
Total product sales
21,550
24,290
Loan portfolio interest:
Interest - consumer installment notes
6,421
5,655
Interest - MHP notes
4,145
4,223
Interest - dealer finance notes
752
777
Total loan portfolio interest
11,318
10,655
Other revenue
1,498
725
Total net revenue
$
34,366
$
35,670
(1) Other product sales revenue from ancillary products and services including parts, freight and other services
3. CONSUMER LOANS RECEIVABLE
Consumer loans receivable result from financing transactions entered into with retail consumers of manufactured homes sold through independent retailers and company-owned retail locations. Consumer loans receivable generally consists of the sales price and any additional financing fees, less the buyer’s down payment. Interest income is recognized monthly per the terms of the financing agreement. The average contractual interest rate per loan was approximately 13.1 % for March 31, 2026 and December 31, 2025. Consumer loans receivable have maturities that range from 3 to 30 years .
The Company reviews loan applications in an underwriting process which considers credit history, among other things, to evaluate credit risk of the consumer and determines interest rates on approved loans based on consumer credit score, payment ability and down payment amount.
The Company uses payment history to monitor the credit quality of the consumer loans on an ongoing basis.
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 $ 13.5 million and $ 13.1 million as of March 31, 2026 and December 31, 2025, 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.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The allowance for loan losses is comprised of two components: the general reserve and specific reserves. The Company’s calculation of the general reserve considers the historical loan default rates and collateral recovery rates for the last three years and any qualitative factors both internal and external to the Company. Specific reserves are determined based on probable losses on specific classified impaired loans.
The Company’s policy is to place a loan on nonaccrual status when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which generally is when either principal or interest is past due and remains unpaid for more than 90 days. Management implemented this policy based on an analysis of historical data, current performance of loans and the likelihood of recovery once principal or interest payments became delinquent and were aged more than 90 days. Payments received on nonaccrual loans are accounted for on a cash basis, first to interest and then to principal, as long as the remaining book balance of the asset is deemed to be collectible. The accrual of interest resumes when the past due principal or interest payments are brought within 90 days of being current.
Impaired loans are those loans for which it is probable that the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impaired loans, or portions thereof, are charged off when deemed uncollectible. A loan is generally deemed impaired if it is more than 90 days past due on principal or interest, is in bankruptcy proceedings, or is in the process of repossession. A specific reserve is created for impaired loans based on fair value of underlying collateral value, less estimated selling costs. The Company uses various factors to determine the value of the underlying collateral for impaired loans. These factors include: (1) the length of time the unit remained unsold after construction; (2) the amount of time the house was occupied; (3) the cooperation level of the borrowers (for example, loans requiring legal action or extensive field collection efforts may have a reduced value); (4) the physical location of the home; (5) the length of time the borrower has lived in the house without making payments; (6) the size of the home and market conditions; and (7) the experience and expertise of the particular dealer assisting in collection efforts.
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. At repossession, the collateral is recorded at the same amount as the principal balance of the loan. The fair value of the collateral is then computed based on the historical recovery rates of previously charged off loans, the loan is charged off and the loss is charged to the allowance for loan losses. 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 $ 10.6 million and $ 8.4 million as of March 31, 2026 and December 31, 2025, 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 (in thousands):
As of March 31,
As of December 31,
As of December 31,
2026
2025
2024
Consumer loans receivable
$
204,822
$
203,601
$
177,289
Loan discount and deferred financing fees
( 2,300 )
( 2,379 )
( 2,490 )
Allowance for loan losses
( 3,197 )
( 2,408 )
( 694 )
Consumer loans receivable, net
$
199,325
$
198,814
$
174,105
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The following table presents a detail of the activity in the allowance for loan losses (in thousands):
Three months ended March 31,
2026
2025
Allowance for loan losses, beginning of period
$
2,408
$
694
Provision for loan losses
942
193
(Charge offs) recoveries
( 153 )
( 75 )
Allowance for loan losses, end of period
$
3,197
$
812
A detailed aging of consumer loans receivable that are past due is as follows (in thousands):
As of March 31,
As of December 31,
2026
%
2025
%
Total consumer loans receivable
$
204,822
100.0
$
203,601
100.0
Past due consumer loans:
31 - 60 days past due
$
1,681
0.8
$
1,690
0.8
61 - 90 days past due
345
0.2
96
—
91 - 120 days past due
330
0.2
447
0.2
Greater than 120 days past due
2,573
1.3
3,209
1.6
Total past due
$
4,929
2.5
$
5,442
2.6
We evaluate the credit quality of our consumer loan 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 consumer loans receivable by credit quality indicator based on delinquency status and fiscal year of origination and is presented as of March 31, 2026:
Year of Origination
2026
2025
2024
2023
2022
Prior
Total
% of Portfolio
< 30 days past due
$
8,732
$
46,539
$
29,323
$
24,515
$
19,160
$
71,624
$
199,893
97.6
30-90 days past due
—
1,205
416
267
—
138
2,026
1.0
> 90 days past due
—
71
325
89
757
1,661
2,903
1.4
Total
$
8,732
$
47,815
$
30,064
$
24,871
$
19,917
$
73,423
$
204,822
100.00
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
4. NOTES RECEIVABLE FROM MOBILE HOME PARKS
The notes receivable from mobile home parks (“MHP Notes”) relate to manufactured homes sold to mobile home parks and financed through notes receivable. The MHP Notes have varying maturity dates and require monthly principal and interest payments. The interest rate on the MHP Notes can be fixed or variable, and the interest rates range from 4.9 % to 17.5 %. The average interest rate per loan was approximately 8.2 % as of March 31, 2026 and 8.1 % as of December 31, 2025, with maturities that range from 1 to 10 years . The collateral underlying the MHP Notes are individual manufactured homes which can be repossessed and resold. The MHP Notes are generally personally guaranteed by borrowers.
As of March 31, 2026, the Company had concentrations of MHP Notes with three independent third parties and their respective affiliates that equated to 24.3 %, 11.1 %, and 8.7 % of the principal balance outstanding, all of which were secured by the manufactured homes. As of December 31, 2025, the Company had concentrations of MHP Notes with three independent third-parties and their respective affiliates that equated to 24.7 %, 9.6 %, and 7.4 % of the principal balance outstanding, all of which were secured by the manufactured homes.
MHP Notes are stated at amounts due from customers, net of allowance for loan losses. The Company determines the allowance by considering several factors, including the aging of the past due balance, the customer’s payment history, and the Company’s previous loss history. The Company establishes an allowance composed of specific and general reserve amounts. As of March 31, 2026 and December 31, 2025, the MHP Notes balance is presented net of unamortized finance fees of $ 1.0 million and $ 1.1 million, respectively. The finance fees are amortized over the life of the MHP Notes. As of March 31, 2026, there were past due balances of $ 0.2 million on MHP Notes. As of December 31, 2025, there were past due balances of $ 0.6 million on the MHP Notes.
Settlement Agreement
In 2024, the Company and various borrowers and guarantors (the “Makers”) entered into a Settlement Agreement and Release (the “Agreement”) to resolve disputes related to previously existing promissory notes with an aggregate principal balance of approximately $ 55.0 million, of which approximately $ 37.0 million had been accelerated following default. As consideration under the Agreement, the Makers conveyed to the Company clear title to the Forest Hollow Mobile Home Community in Beaumont, Texas and the Cleveland Mobile Home Community in Richland, Mississippi, together with related personal property and intangible assets, and the parties executed a new $ 48.6 million promissory note (the “New Note”) bearing a fixed interest rate of 7.9 %, requiring monthly interest-only payments for twenty-four months and maturing in July 2026. The New Note is secured by a first-priority interest in more than 1,000 manufactured homes and two mobile-home parks located in Louisiana and is personally guaranteed by the individual borrowers.
As of March 31, 2026, the Company evaluated the recoverability of the New Note and based on an analysis of the fair value of the underlying collateral, the current payment status of the borrowers, and other relevant credit quality indicators, determined that a provision for expected loan losses on the New Note was not necessary.
Notes receivable from mobile home parks, net of allowance for loan losses and deferred financing fees, consisted of the following (in thousands):
As of March 31,
As of December 31,
As of December 31,
2026
2025
2024
Outstanding principal balance
$
199,542
$
199,083
$
208,175
Loan discount and deferred financing fees
( 1,088 )
( 1,146 )
( 1,057 )
Allowance for loan losses
( 1,460 )
( 1,399 )
( 654 )
Total
$
196,994
$
196,538
$
206,464
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The following table presents a detail of the activity in the allowance for loan losses (in thousands):
Three months ended
March 31,
2026
2025
Allowance for loan losses, beginning of period
$
1,399
$
654
Provision for loan losses
61
122
Allowance for loan losses, end of period
$
1,460
$
776
We evaluate the credit quality of our MHP portfolio based on the aging status of the loan and by payment activity. 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 March 31, 2026 (in thousands):
Year of Origination
2026
2025
2024
2023
2022
Prior
Total
% of Portfolio
< 30 days past due
$
10,849
$
61,409
$
76,824
$
11,938
$
18,502
$
14,480
$
194,002
97.2
30-90 days past due
—
2,899
589
—
—
—
3,488
1.8
> 90 days past due
—
187
1,729
—
—
136
2,052
1.0
Total
$
10,849
$
64,495
$
79,142
$
11,938
$
18,502
$
14,616
$
199,542
100.0
5. OTHER NOTES RECEIVABLE
Other notes receivable relate to notes issued to mobile home park owners and dealers and are not directly tied to the sale of manufactured homes. These other notes have varying maturity dates and generally require monthly principal and interest payments. They are collateralized by mortgages on real estate, manufactured homes that we have financed for which the borrower uses as offices, as well as vehicles. These notes typically are personally guaranteed by the borrowers. The interest rates on the other notes generally are fixed and range from 5.0 % to 17.5 %. The Company reserves for estimated losses on the other notes based on current economic conditions that may affect the borrower’s ability to pay, the borrower’s financial strength, and historical loss experience.
As of March 31, 2026, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equated to 53.0 %, 10.2 %, and 9.0 % of the principal balance outstanding, all of which were secured by the manufactured homes. As of December 31, 2025, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equated to 54.9 %, 10.6 %, and 9.2 % of the principal balance outstanding, all of which were secured by the manufactured homes.
As of March 31, 2026, there were past due balances of $ 0.2 million on other notes. As of December 31, 2025, there were past due balances of $ 0.2 million on other notes.
For the three months ended March 31, 2026 and 2025, there were no charge offs recorded for other notes . Allowance for loan loss for the other notes was $ 0.2 million as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, the impaired balance of other notes was $ 0.1 million. 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.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Other notes receivable, net of allowance for loan losses and deferred financing fees, consisted of the following (in thousands):
As of March 31,
As of December 31,
As of December 31,
2026
2025
2024
Outstanding principal balance
$
6,604
$
6,380
$
15,412
Loan discount and deferred financing fees
( 28 )
( 57 )
( 132 )
Allowance for loan losses
( 240 )
( 229 )
( 364 )
Total
$
6,336
$
6,094
$
14,916
The following table presents a detail of the activity in the allowance for loan losses (in thousands):
Three months ended
March 31,
2026
2025
Allowance for loan losses, beginning of period
$
229
$
364
Provision for loan losses
11
104
Allowance for loan losses, end of period
$
240
$
468
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 March 31, 2026 (in thousands):
Year of Origination
2026
2025
2024
2023
2022
Prior
Total
% of Portfolio
< 30 days past due
$
—
$
4,855
$
423
$
27
$
—
$
24
$
5,329
80.7
30-90 days past due
—
289
—
386
—
—
675
10.2
> 90 days past due
—
—
33
567
—
—
600
9.1
Total
$
—
$
5,144
$
456
$
980
$
—
$
24
$
6,604
100.0
6. DEALER FINANCED RECEIVABLES
Dealer financed receivables are receivables for loans that we make to independent retailers, or dealers, for the purchase of manufactured homes so that dealers can then market them for sale to consumers. The loans are part of our inventory finance program. In late 2022 and early 2023, the Company transitioned many of its dealers from a traditional consignment arrangement to an inventory finance arrangement. 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 March 31, 2026, December 31, 2025 and December 31, 2024 (in thousands):
As of March 31,
As of December 31,
As of December 31,
2026
2025
2024
Outstanding principal balance
$
26,461
$
28,403
$
32,779
Allowance for loan losses
( 1,843 )
( 1,718 )
( 194 )
Total
$
24,618
$
26,685
$
32,585
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The following table presents a detail of the activity in the allowance for loan losses (in thousands):
Three months ended
March 31,
2026
2025
Allowance for loan losses, beginning of period
$
1,718
$
194
Provision for loan losses
125
6
Allowance for loan losses, end of period
$
1,843
$
200
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. An allowance for loan losses is determined after considering, among other things, the loan characteristics, the financial condition of the dealer and the value and liquidity of collateral.
We evaluate the credit quality of our dealer financed receivables based on the length of time the Company’s collateral has remained unsold by the dealer in dealer inventory. This table reflects the age of the loan receivable due (in thousands):
Year of Origination
2026
2025
2024
2023
2022
Total
% of Portfolio
< 1 year on lot
$
2,926
$
9,597
$
—
$
—
$
—
$
12,523
47.3
1-2 years on lot
—
2,193
5,161
—
—
7,354
27.8
2-3 years on lot
—
—
1,694
2,022
—
3,716
14.0
> 3 years on lot
—
—
—
673
2,195
2,868
10.9
Total
$
2,926
$
11,790
$
6,855
$
2,695
$
2,195
$
26,461
100.0
7. INVENTORIES, NET
Inventories, net consisted of the following (in thousands):
As of March 31,
As of December 31,
2026
2025
Raw materials
$
13,759
$
12,595
Work in progress
692
494
Finished goods, net
35,932
26,764
Total
$
50,383
$
39,853
Finished goods includes an allowance of $ 534 and $ 559 as of March 31, 2026 and December 31, 2025, respectively.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
As of March 31,
As of December 31,
2026
2025
Land
$
19,683
$
20,800
Buildings and leasehold improvements
14,772
14,772
Construction in Progress
29,919
28,423
Vehicles
1,594
1,594
Machinery and equipment
7,428
7,393
Furniture and fixtures
338
338
Total
73,734
73,320
Less accumulated depreciation
( 13,137 )
( 12,823 )
Total property, plant and equipment
$
60,597
$
60,497
Depreciation expense was $ 0.4 million for the three months ended March 31, 2026 and 2025, and includes depreciation expense for leased manufactured homes. Depreciation expense also includes $ 0.3 million and $ 0.2 million as a component of cost of product sales for the three months ended March 31, 2026 and 2025, respectively.
9. OTHER ASSETS
Other assets consisted of the following (in thousands):
As of March 31,
As of December 31,
2026
2025
Prepaid rent
$
588
$
588
Repossessed homes
14,655
12,763
Investment in Corpus AmeriCasa
560
560
Total
$
15,803
$
13,911
Repossessed homes, net of allowances, as of March 31, 2026 include $ 10.6 million for homes repossessed from the consumer loan portfolio, $ 1.8 million for homes repossessed from the MHP loan portfolio, and $ 2.2 million for homes repossessed from dealers. Repossessed homes, net of allowances, as of December 31, 2025 include $ 8.4 million for homes repossessed from the consumer loan portfolio, $ 1.8 million for homes repossessed from the MHP loan portfolio, and $ 2.4 million for homes repossessed from dealers.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
10. ACCRUED LIABILITIES
Accrued liabilities consisted of the following (in thousands):
As of March 31,
As of December 31,
2026
2025
Warranty reserve
$
1,527
$
1,863
Litigation reserve
1,020
970
Payroll
878
1,768
Portfolio taxes and title
1,696
1,603
Property tax
439
1,123
Dealer rebates
628
919
Sales tax
247
282
Federal and state income taxes
6,860
10,942
Unclaimed Property
2,044
2,015
Other
3,813
3,578
Total accrued liabilities
$
19,152
$
25,063
11. LINES OF CREDIT
The Company has a Credit Agreement (the “Revolver”), by and among the Company as borrower, the financial institutions from time to time party thereto, as lenders, and Prosperity Bank as administrative agent. The Revolver provides for a four-year senior secured revolving credit facility with an initial commitment of $ 50.0 million and an additional $ 25.0 million commitment under an accordion feature. The Revolver is secured by the Company’s consumer loans receivables and all escrow accounts associated with the consumer loans receivables. 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 $ 0.3 million, which were capitalized as unamortized debt issuance costs and included within prepaids and other current assets in the accompanying balance sheets and are amortized to interest expense over the life of the Revolver. The Revolver matures July 28, 2027.
For the three months ended March 31, 2026 and 2025, interest expense under the Revolver was $ 11 thousand and $ 0 respectively. The outstanding balance of the Revolver as of March 31, 2026 and December 31, 2025 was $ 0.9 million and $ 0 respectively. The interest rate in effect as of March 31, 2026 and December 31, 2025 for the Revolver was 6.13 % and 6.69 %, respectively. The amount of available credit under the Revolver was $ 49.1 million and $ 50 million as of March 31, 2026 and December 31, 2025, respectively. The Revolver requires the Company to comply with certain financial and non-financial covenants. As of March 31, 2026, the Company was in compliance with all financial covenants, including that it maintains 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.
As part of the acquisition of AmeriCasa, we assumed a line of credit with 21st Mortgage in the amount of $ 1.3 million at the time of the acquisition. As of December 31, 2025, the balance of the line of credit was $ 1.2 million which we paid off in January 2026.
12. INCOME TAXES
The provision for income tax expense for the three months ended March 31, 2026 and 2025 was $ 2.1 million and $ 2.5 million respectively. The Company's effective tax rate for the three month period ended March 31, 2026 was 16.1 %. The primary drivers of the variance from the federal statutory tax rate of 21.0 % were the Federal Energy Efficient Home Improvement credit and a discount for transferable tax credits purchased during the quarter ended March
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
31, 2026. The Company's effective tax rate for the three month period ended March 31, 2025 was 19.3 %. The primary driver of the variance from the federal statutory tax rate of 21.0 % was the Federal Energy Efficient Home Improvement credit, which was 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.
13. COMMITMENTS AND CONTINGENCIES
As of January 1, 2020, the Company instituted a self-insured health benefits plan with a stop-loss policy, which provides medical benefits to employees electing coverage under the plan. The Company estimates and records costs for incurred but not reported medical claims and claim development. This reserve is based on historical experience and other assumptions, some of which are subjective. The Company will adjust its self-insured medical benefits reserve based on actual experience, estimated costs and changes to assumptions. As of March 31, 2026 and December 31, 2025, the Company accrued a $ 0.2 million and $ 0.8 million liability for incurred but not reported claims, respectively. These accrued amounts are included in accrued liabilities on the accompanying balance sheet.
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 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 $ 1.4 million and $ 0.8 million at March 31, 2026 and December 31, 2025 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 March 31, 2026 and December 31, 2025.
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 for the three months ended March 31, 2026 and 2025 was $ 0.2 million and $ 0.1 million 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 March 31, 2026 and 2025 was immaterial.
Legal Matters
Legal Proceedings
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 such claims. The Company has included legal reserves of $ 1.0 million as of March 31, 2026 and December 31, 2025, 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 ordinary course 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.
AmeriCasa Litigation
On March 13, 2026, the Company filed an Original Petition in the District Court of Tarrant County, Texas against the seller entities and certain individuals related to the Company's November 2025 acquisition of substantially all
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
of the assets of AmeriCasa Solutions, LLC and its affiliates. The Company's claims relate principally to alleged misrepresentations and omissions made in connection with the acquisition and to the alleged post-closing misappropriation of receipts attributable to the acquired assets. A description of the proceeding is included in Part II, Item 1, Legal Proceedings, of this Quarterly Report on Form 10-Q. For information regarding events occurring subsequent to March 31, 2026 related to this matter, see Note 17 — Subsequent Events.
The litigation is not material to the Company's financial position, liquidity, or results of operations. The Company has not accrued a loss contingency with respect to this matter. The acquired assets remain within the measurement period under ASC 805, Business Combinations, and the Company continues to evaluate the facts and circumstances surrounding the acquisition, including information that may become available through the litigation, for purposes of finalizing its acquisition accounting and assessing recoverability of the acquired assets. An adverse outcome in the litigation, or further developments concerning the underlying facts, could result in an adjustment to the provisional amounts recorded in connection with the acquisition, or both, in a future period. For information regarding receivables and payables between the Company and the Seller arising from post-closing operations of the acquired business, see Note 16 — Related Party Transactions.
14. FAIR VALUE MEASUREMENTS
The Company accounts for its investments and derivative instruments in accordance with the provisions of “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; and (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.
The Company’s financial instruments consist primarily of cash, accounts receivable, consumer loans, MHP Notes, other notes, accounts payable, and lines of credit. The carrying amounts of cash, 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 following table shows the estimated fair
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 (in thousands):
As of March 31,
As of December 31,
2026
2025
Consumer loan portfolio, fair value
$
180,144
$
185,985
Consumer loan portfolio, book value
199,325
198,814
Fixed rate MHP Notes, fair value
173,737
182,298
Fixed rate MHP Notes, book value
179,655
186,600
Variable rate MHP Notes, book value
17,340
9,938
Fixed rate other notes, fair value
6,199
5,968
Fixed rate other notes, book value
6,336
6,093
Variable rate other notes, book value
—
—
Part of the MHP Notes, part of the other notes receivable, and our line of credit 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, the fixed rate MHP Notes and the portion of other notes receivable with fixed rates based on the discounted value of the remaining principal and interest cash flows. This is considered a Level III valuation technique.
15. EARNINGS PER SHARE
Basic earnings per common share (“EPS”) is computed based on the weighted-average number of common shares outstanding during the reporting period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s balance sheets. 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,
2026
2025
Numerator:
Net income (in 000's)
$
10,928
$
10,276
Denominator:
Basic weighted-average common shares outstanding
23,808,350
24,133,253
Effect of dilutive securities:
Restricted stock
352
224
Stock options
29,628
661,451
Diluted weighted-average common shares outstanding
23,838,330
24,794,928
Earnings per share
Basic
$
0.46
$
0.43
Diluted
$
0.46
$
0.41
We repurchased 29,385 shares of common stock for $ 0.7 million in the open market during the three months ended March 31, 2025. We repurchased 346,406 shares of common stock for $ 7.6 million in the open market during the year ended December 31, 2025. The November 2022 share repurchase program expired on October 31, 2025.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
On February 6, 2026, the Board of Directors authorized a stock repurchase program (the "Repurchase Program") under which the Company may repurchase up to $ 10.0 million of its outstanding common stock from time to time through February 28, 2029. Repurchases may be made in the open market or through privately negotiated transactions, with the timing, manner, price and volume of any repurchases determined by the Company's Executive Chairman and Chief Executive Officer, or either of them, in their sole discretion, based on market conditions, the Company's cash reserves and cash flow, and the relative attractiveness of alternative uses of capital for operations, growth and share repurchases.
During the three months ended March 31, 2026, the Company repurchased 30,740 shares of its common stock under the Repurchase Program at an aggregate cost of approximately $ 0.6 million, or an average price of $ 18.63 per share, leaving approximately $ 9.4 million available for future repurchases under the Repurchase Program.
Open market repurchases under the Repurchase Program are intended to be made in compliance with the non-exclusive safe harbor conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock, has no expiration date prior to February 28, 2029, and may be suspended, modified or discontinued at any time without prior notice. Shares repurchased under the program will be held as treasury shares. The Company has determined that repurchases under the Repurchase Program are permitted under the terms of its existing bank credit facilities and other indebtedness.
16. RELATED PARTY TRANSACTIONS
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 $ 0.2 million and $ 0.6 million as of March 31, 2026 and December 31, 2025, respectively. Accounts payable balances due to Bell were immaterial as of March 31, 2026 and December 31, 2025, respectively. Home sales to Bell were $ 1.0 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, 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 $ 0.1 million as of March 31, 2026 and December 31, 2025, respectively. Accounts payable balances due to Shipley were immaterial as of March 31, 2026 and December 31, 2025, respectively. Home sales to Shipley were $ 0.1 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.
AmeriCasa Solutions, LLC and its affiliates ("AmeriCasa") are the seller entities from which the Company acquired substantially all of the assets of AmeriCasa's business in November 2025 pursuant to the Asset and Membership Interest Purchase Agreement dated October 30, 2025, as amended. The Company and AmeriCasa continue to reconcile amounts arising from operations of the acquired business between the November 1, 2025 effective date and March 31, 2026. As of March 31, 2026, the Company had recorded approximately $ 1.0 million in accounts receivable from AmeriCasa, included in accounts receivable, net, and approximately $ 0.8 million payable to AmeriCasa, included in accrued liabilities, on the accompanying balance sheet. These amounts do not include any amounts held in escrow or subject to purchase-price holdbacks under the Asset and Membership Interest Purchase Agreement. Realization of the recorded receivable and the ultimate amount of any payable to AmeriCasa are subject to the matters described in Note 13 — Commitments and Contingencies and Part II, Item 1 — Legal Proceedings of this Quarterly Report.
17. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 7, 2026, the date these unaudited financial statements were available to be issued. Other than the matter described below, the Company is not aware of any subsequent events that would require recognition or disclosure in these unaudited financial statements.
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LEGACY HOUSING CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
AmeriCasa Litigation — Subsequent Developments
As described in Note 13 — Commitments and Contingencies and in Part II, Item 1, Legal Proceedings, of this Quarterly Report on Form 10-Q, on March 13, 2026, the Company filed an action in the District Court of Tarrant County, Texas against the seller entities and certain individuals related to the Company's November 2025 acquisition of substantially all of the assets of AmeriCasa Solutions, LLC and its affiliates.
On April 7, 2026, the Company filed an Amended Petition and Application for Temporary Restraining Order, Temporary Injunction, and Permanent Injunction. On April 10, 2026, the District Court declined to issue the temporary restraining order, citing the availability of an adequate remedy at law. The Company's application for temporary and permanent injunctive relief, along with its claims for damages and other relief, remains pending.
On April 16, 2026, the seller defendants removed the matter to the Texas Business Court, Eighth Division (Cause No. 26-BC08B-0013), where it is now pending. On April 20, 2026, the seller defendants filed an answer asserting affirmative defenses and counterclaims against the Company. The counterclaims allege breach of contract (including alleged underpayment of the purchase price under the Asset and Membership Interest Purchase Agreement and alleged failure to honor assumed contracts), unjust enrichment, constructive termination of Norman Newton’s employment, and fraud, and seek monetary damages stated as $ 1.0 million or more, exemplary damages, and attorneys' fees. The Company believes the counterclaims are without merit and intends to defend against them.
The Company does not believe that the counterclaims, even if resolved adversely to the Company, would result in a loss that is material to the Company's financial position, liquidity, or results of operations. The Company has not accrued a loss contingency with respect to the counterclaims.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.