What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-03-17 compared with 2020-03-30 · 4 added, 322 removed, 17 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has traded on The NASDAQ Global Market under the symbol “LEGH”

since December 14, 2018, when we completed our IPO.

Our common stock has traded on The NASDAQ Global Market under the symbol “LEGH” since December 14, 2018, when we completed our IPO.

Prior to that date, there was no public market for our common stock.

As of March 12, 2021, there were 16 holders of record of our common stock.

This does not include persons who hold our common stock in nominee or “street name”

accounts through brokers or banks.

This does not include persons who hold our common stock in nominee or “street name” accounts through brokers or banks.

We did not declare or pay cash dividends during 2020 or 2019.

9 unchanged sentences

On April 17, 2019, pursuant to the repurchase program, we acquired 300,000 shares of our common stock at an average price of $10.20 per share.

During the year ended December 31, 2020, the Company purchased 145,065 shares of its common stock at an average price of $9.77 per share, pursuant to the Company’s repurchase program.

As of December 31, 2020, the approximate dollar value of share that may yet be purchased under this program is $5,523,000.

1 unchanged sentence

Not applicable for smaller reporting companies.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements and accompanying notes and the information contained in other sections of this Form 10-K.

It contains forward‑looking statements that involve risks and uncertainties, and is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.

Our actual results could differ materially from those anticipated by our management in these forward‑looking statements as a result of various factors, including those discussed in this Form 10-K and in our Registration Statement on Form S-1, particularly under the heading “Risk Factors.”

Legacy Housing Corporation builds, sells and finances manufactured homes and “tiny houses”

that are distributed through a network of independent retailers and company‑owned stores and are sold directly to manufactured housing communities.

We are the fourth largest producer of manufactured homes in the United States as ranked by number of homes manufactured based on information available from the Manufactured Housing Institute and IBTS for 2019.

With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 390 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 3 1 / 2 bathrooms.

Our homes range in price, at retail, from approximately $18,000 to $140,000.

During 2019, we sold 3,904 home sections (which are entire homes or single floors that are combined to create complete homes) and in 2018, we sold 3,950 home sections.

The Company has one reportable segment.

All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of Company supports the others.

For example, the sale of manufactured homes includes providing transportation and consignment arrangements with dealers.

We also provide financing options to the customers to facilitate such sale of homes.

In addition, the sale of homes is directly related to financing provided by us.

Accordingly, all significant operating and strategic decisions by the chief operating decision‑maker, the Executive Chairman of the Board, are based upon analyses of our company as one segment or unit.

We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers, from manufacturing custom‑made homes using quality materials and distributing those homes through our expansive network of independent retailers and company‑owned distribution locations, to providing tailored financing solutions for our customers.

Our homes are constructed in the United States at one of our three manufacturing facilities in accordance with the construction and safety standards of the U.S.

Department of Housing and Urban Development (“HUD”).

Our factories employ high‑volume production techniques that allow us to produce, on average, approximately 75 home sections, or 62 fully‑completed homes depending on product mix, in total per week.

We use quality materials and operate our own component manufacturing facilities for many of the items used in the construction of our homes.

Each home can be configured according to a variety of floor plans and equipped with such features as fireplaces, central air conditioning and state‑of‑the‑art kitchens.

Our homes are marketed under our premier “Legacy”

brand name and currently are sold primarily across 15 states through a network of 90 independent retail locations, 13 company‑owned retail locations and through direct sales to owners of manufactured home communities.

Our 13 company‑owned retail locations, including 11 Heritage Housing stores and two Tiny House Outlet stores exclusively sell our homes.

During 2019, approximately 48% of our manufactured homes were sold in Texas, followed by 8% in Georgia, 6% in Kansas, 5% in Oklahoma and 5% in Florida.

During 2018, 56% of our manufactured homes were sold in Texas, followed by 13% in Georgia, 11% in Louisiana and 4% in Oklahoma.

We plan to deepen our distribution channel by using a portion of the net proceeds from the IPO to expand our company‑owned retail locations in new and existing markets.

We offer three types of financing solutions to our customers.

We provide floor plan financing for our independent retailers, which takes the form of a consignment arrangement between the retailer and us.

We also provide consumer financing for our products which are sold to end‑users through both independent and company‑owned retail locations, and we provide financing solutions to manufactured housing community owners that buy our products for use in their manufactured housing communities.

Our ability to offer competitive financing options at our retail locations

provides us with several competitive advantages and allows us to capture sales which may not have otherwise occurred without our ability to offer consumer financing.

Factors Affecting Our Performance

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

Consistent with our long‑term strategy of conservatively deploying our capital to achieve above average rates of return, we intend to expand our retail presence in the geographic markets we now serve, particularly in the southern United States.

Each retail center requires between $500,000 and $1,500,000 to acquire the location, situate an office, provide inventory, and provide the initial working capital.

We expect to open 2 to 4 additional retail centers by the end of 2020.

We have purchased several properties in our market area for the purpose of developing manufactured housing communities and subdivisions.

As of December 31, 2019, these properties include the following:

Date of Acquisition

Bastrop County, Texas

Bexar County, Texas

November 2018

Horseshoe Bay, Texas

Various 2018-2019

Johnson County, Texas

We also expect to provide financing solutions to a select group of our manufactured housing community‑owner customers in a manner that includes developing new sites for products in or near urban locations where there is a shortage of sites to place our products.

These solutions will be structured to give us an attractive return on investment when coupled with the gross margin we expect to make on products specifically targeted for sale to these new manufactured housing communities.

Our financial performance will be impacted by our ability to fulfill current orders for our manufactured homes from dealers and customers.

Currently, our two Texas manufacturing facilities are operating at or near peak capacity, with limited ability to increase the volume of homes produced at those plants.

Our Georgia manufacturing facility has unutilized square footage available and with additional investment can add capacity to increase the number of homes that can be manufactured.

We intend to increase production at the Georgia facility over time, particularly in response to orders increasingly being generated from new markets in Florida and the Carolinas.

In order to maintain our growth, we will need to be able to continue to properly estimate anticipated future volumes when making commitments regarding the level of business that we will seek and accept, the mix of products that we intend to manufacture, the timing of production schedules and the levels and utilization of inventory, equipment and personnel.

The coronavirus pandemic is an evolving threat to the economy and all businesses.

At this time both the duration of the pandemic and the magnitude of the economic consequences are unknown.

Risks to the Company include but are not limited to:

increased loan losses or deferred loan payments as loan obligors suffer cash flow issues resulting from reduced employment, reduced rental income or unit sales, or other factors;

reduced sales volume as potential customers are unable to shop for new homes or cannot qualify for a home purchase, retail dealers or company stores reduce or stop operations, or MHP owners reduce their future home purchases;

reduced production resulting from factors such as the spread of the illness through the Company’s workforce, reduced product demand, or government-mandated closures of our factories, company-owned stores, or retail lots of independent dealers who carry our products;

delays in development projects as zoning, regulatory, and permitting decisions are likely to be postponed and the expected negative impact of the pandemic on the construction industry;

reduced raw material availability related to global supply chain disruption from the pandemic, including possible border closures;

decreased cash flow from operations which could negatively affect our liquidity;

an outbreak of illness among our management and accounting staff could negatively affect our ability to maintain operations, operate our financial systems, delay our statutory reporting, and reduce our internal control of financial reporting.

We continue to monitor government responses to support the economy and evaluate how those actions might mitigate the risks noted above.

At this time, we believe that the pandemic will have a negative effect on our financial results that could range from minor to material.

Management has taken a number of actions in recent weeks, including stimulating demand by offering discounts and modified purchase terms, reducing production labor, suspending overtime, and reducing rates of pay for non-production workers.

Additionally, the Company has negotiated a new credit agreement with its primary bank that will expand and extend our credit facility.

Management expects to close and execute the new agreement in the near future.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following accounting policies are critical to our operating results or may affect significant judgments and estimates used in the preparation of our financial statements.

Allowance for Loan Losses—Consumer Loan 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.

A reserve is calculated after considering, among other things, the loan characteristics, 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:

the general reserve and specific reserves.

Our calculation of the general reserve considers the historical loss rate for the last three years, adjusted for the estimated loss discovery period and any qualitative factors both internal and external to our company.

Specific reserves are determined based on probable losses on specific classified impaired loans.

Our 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 is normally 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 and 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 where it is probable we 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.

We used certain factors to determine to the value of the underlying collateral for impaired loans.

These factors were:

(1) the length of time the unit was unsold after construction;

(2) the amount of time the house was occupied;

(3) the cooperation level of the borrowers, i.e., loans requiring legal action or extensive field collection efforts will reduce the value;

(4) units located on private property present additional value loss because it tends to be more expensive to remove units from private property as opposed to a manufactured home park;

(5) the length of time the borrower has lived in the house without making payments;

(6) location and size, including 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 fair value of the collateral is 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.

Allowance for Loan Losses—MHP Notes

MHP Notes are stated at amounts due from customers net of allowance for loan losses.

We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, and our previous loss history.

We establish an allowance reserve composed of specific and general reserve amounts that are deemed to be uncollectible.

Historically we have not experienced material losses on the MHP Notes.

Inventories consist of raw materials, work‑in‑process, and finished goods and are stated at the lower of cost or net realizable value.

Raw materials cost approximates the first‑in first‑out method.

Finished goods and work‑in‑process are based on a standard cost system that approximates actual costs using the specific identification method.

Estimates of the lower of cost and net realizable value of inventory are determined by comparing the actual cost of the product to the estimated selling prices in the ordinary course of business based on current market and economic conditions, less reasonably predictable costs of completion, disposal, and transportation of the inventory.

We evaluate inventory based on historical experience to estimate our inventory not expected to be sold in less than a year.

We classify our inventory not expected to be sold in one year as non‑current.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation.

Depreciation expense is calculated using the straight‑line method over the estimated useful lives of each asset.

Estimated useful lives for significant classes of assets are as follows:

buildings and improvements, 30 to 39 years;

vehicles, 5 years;

machinery and equipment, 7 years;

and furniture and fixtures, 7 years.

Repair and maintenance charges are expensed as incurred.

Expenditures for major renewals or betterments which extend the useful lives of existing property, plant, and equipment are capitalized and depreciated.

We periodically evaluate the carrying value of long‑lived assets to be held and used and when events and circumstances warrant such a review.

The carrying value of long‑lived assets is considered impaired

when the anticipated undiscounted cash flow from such assets is less than its carrying value.

In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long‑lived assets.

Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

Losses on long‑lived assets to be disposed of are determined in a similar manner, except that the fair values are based primarily on independent appraisals and preliminary or definitive contractual arrangements less costs to dispose.

Revenue Recognition

Revenue from homes sold to independent retailers that are not financed and not under a consignment arrangement are generally recognized upon execution of a sales contract and when the home is shipped, at which time title passes to the independent retailer and collectability is reasonably assured.

These types of homes are generally either paid for prior to shipment or floor plan financed through a third party lender by the independent retailer through standard industry arrangements, which can include repurchase agreements.

Commercial Sales

Revenue from homes sold to mobile home parks under commercial loan programs involving funds provided by our company is recognized when the home is shipped, at which time title passes to the customer and a sales and financing contract is executed, down payment received, and collectability is reasonably assured.

Consignment Sales

We provide floor plan financing for independent retailers, which takes the form of a consignment arrangement.

Sales under a consignment agreement are recognized as revenue when we enter into a sales contract and receive full payment for cash sales, and title passes;

or, upon execution of a sales and financing contract, with a down payment received from and upon delivery of the home to the final individual customer, at which time title passes and collectability is reasonably assured.

For homes sold to customers through independent retailers under consignment arrangements and financed by us, a percentage of profit is paid to the independent retailer up front as a commission for sale and also reimburses certain direct expenses incurred by the independent retailer for each transaction.

Such payments are recorded as cost of product sales in our statement of operations.

Retail Store Sales

Revenue from direct retail sales through company‑owned retail locations are generally recognized when the customer has entered into a legally binding sales contract, payment is received, the home is delivered at the customer’s site, title has transferred, and collection is reasonably assured.

Retail sales financed by us are recognized as revenue upon the execution of a sales and financing contract with a down payment received and upon delivery of the home to the final customer, at which time title passes and collectability is reasonably assured.

Revenue is recognized net of sales taxes.

Product Warranties

We provide retail home buyers with a one‑year warranty from the date of purchase on manufactured inventory.

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 warranty liability balance is included as part of accrued liabilities in our balance sheet.

Results of Operations

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

Comparison of Years ended December 31, 2019 and 2018 (in thousands)

Product sales

Consumer and MHP loans interest

Total net revenue

Operating expenses:

Cost of product sales

Selling, general administrative expenses

Dealer incentive

Income from operations

Other income (expense)

Non‑operating interest income

Miscellaneous, net

Interest expense

Income before income tax expense

Income tax expense

Product sales primarily consist of direct sales, commercial sales, consignment sales and retail store sales.

Product sales increased $4.0 million, or 2.9%, in 2019 as compared to 2018 even though the volume of homes sold remained flat.

This change was driven by an increase in commercial sales and retail stores sales partially offset by a decline in direct sales, consignment sales and other product sales.

The first quarter of 2018 included $8.9 million of sales as a subcontractor operating under a contract with FEMA to provide housing for victims of Hurricane Harvey.

Direct sales decreased $17.5 million to $15.2 million in 2019 from $32.7 million in 2018 primarily due to the nonrecurring sales to FEMA.

Commercial sales increased $31.3 million to $64.4 million in 2019 from $33.1 million in 2018, and our company‑owned retail stores sales increased $3.0 million to $16.1 million in 2019 from $13.1 million in 2018.

These increases were offset by a net $11.9 million decrease in consignment sales to $42.9 million from $54.8 million in 2018.

Other product sales decreased $0.8 million to $4.6 million in 2019 from $5.4 million in 2018 and is primarily due to a $1.3 million decline in direct freight related to the 2018 FEMA sales and a $0.9 million decline in used units partially offset by a $1.4 million increase in other miscellaneous product sales.

Net revenue attributable to our factory‑built housing consisted of the following in 2019 and 2018:

(in thousands)

Products sold

Total products sold

Net revenue per product sold

In 2019, our net revenue per product sold increased because of changes in our product sales mix.

We had increases in sales to manufactured home communities and through our company‑owned retail stores.

These increases

were partially offset by declines in direct sales and consignment sales.

Sales through our company‑owned retail stores and sales to manufactured home communities have higher margins than our direct sales and consignment sales.

In addition, there were price increases to our product prices due to rising material and labor costs, which resulted in higher home sales prices and more revenue generated per home sold.

Consumer and MHP loans interest income grew $3.4 million, or 18.3%, in 2019 as compared to 2018 and is related to our increase in outstanding MHP Note portfolio and consumer loan portfolio.

B etween December 31, 2019 and December 31, 2018 our MHP Note portfolio increased by $34.4 million and the consumer loan portfolio increased by $7.9 million.

Other revenue primarily consists of service fees and consignment fees.

O ther revenue decreased $0.4 million or 9.7% and is primarily due to a $0.3 million decrease in setup and service fees and a $0.1 decrease in consignment fees .

The cost of product sales decreased $2.3 million, or 2.2%, in 2019 as compared to 2018.

The reduction in costs is primarily related to the shift in our product sales mix, including the decline in product sales to FEMA .

Selling, general and administrative expenses increased $4.5 million, or 21.2%, in 2019 as compared to 2018.

This increase resulted from a $1.8 million increase in salaries and incentive costs primarily related to our operations as a public company, a $1.2 million increase in salaries related to the operations of our company‑owned retail lots, a $1.1 million increase in expense for services performed by outside contractors, a $0.8 million increase in loan loss reserve and a $0.4 million increase in advertising and promotions.

These increases were partially offset by a net decrease of $0.6 million in warranty costs related to the decline in product sales to FEMA.

In addition, d ealer incentive expense decreased $0.1 million, or 11.8% in 2019 as compared to 2018.

This decrease was the result of the decline in consignment sales.

Other income (expense), net was a loss of $0.3 million in 2019, as compared to a loss of $2.2 million in 2018.

This decline was primarily due to a decrease of $41.4 million in our average borrowings outstanding on our lines of credit after the completion of our IPO.

Following the completion of our IPO, we paid off over $40.0 million borrowed against our lines of credit.

Income tax expense for 2019 was $8.7 million compared to $9.1 million for 2018.

The effective tax rate for the year ended December 31 , 2019 was 23.3% and differs from the federal statutory rate of 21% primarily due to state income taxes.

The effective tax rate for the year ended December 31 , 2018 was 29.8% and differs from the federal statutory rate of 21% due to recognition of a deferred tax expense associated with the corporate reorganization, state income taxes and other permanent differences between book and tax basis.

Liquidity and Capital Resources

Cash and Cash Equivalents

We consider all cash and highly liquid investments with an original maturity of three months or less to be cash equivalents.

We maintain cash balances in bank accounts that may, at times, exceed federally insured limits.

We have not incurred any losses from such accounts and management considers the risk of loss to be minimal.

We believe that cash flow from operations, cash and cash equivalents at December 31, 2019, and availability on our lines of credit will be sufficient to fund our operations and provide for growth for the next 12 to 18 months and into the foreseeable future.

We have negotiated a new credit agreement with Capital One, N.A.

that will replace, expand and extend our credit availability.

We expect to close and execute the new agreement in the near future.

As of December 31, 2019, we had approximately $1.7 million in cash and cash equivalents, compared to $2.6 million as of December 31, 2018.

In January 2019, we received gross proceeds of $7.2 million from the exercise of the underwriters’

option to purchase additional shares to cover over-allotments in connection with the IPO.

These proceeds were primarily used for payments to reduce our borrowings under the lines of credit .

Cash Flow Activities

(in thousands)

Net cash provided by (used in) operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Comparison of Cash Flow Activities from 2019 to 2018

Net cash provided by operating activities decreased $7.0 million during the year ended December 31, 2019, compared to the year ended December 31, 2018, primarily as a result of increased volume of loan originations supporting sales to MHPs net of principal collections, growth in our portfolio of home units leased to MHPs, and reduced growth in non-loan current liabilities.

The decrease in operating cash flows described above was partially offset by reduced inventories, cash generated by operating income before non-cash adjustments, and reduced growth in consumer loan originations net of principal collections.

Net cash used in investing activities of $ 15.1 million in 2019 was primarily attributable to $11.9 million used for loans to third parties for the development of manufactured housing parks, $3.6 million used for the acquisition of land for development and $0.4 million used to purchase consumer loans.

In addition, we had capital expenditures of $1.2 million for property plant and equipment and $0.1 million for transportation equipment.

These were offset by collections of $0.4 million of loans we made to third parties for the development of manufactured housing parks and collections of $1.0 million from our purchased consumer loans .

Net cash provided by financing activities of $18.4 million in 2019 was primarily attributable to net proceeds of $17.2 million on our lines of credit, net proceeds of $6.7 million from the issuance of our common stock and a $1.6 million increase in escrow deposits received by the company offset by $3.1 million for the purchase of treasury stock and $4.0 million of payments on our notes payable .

Capital One Revolver.

We have a revolving line of credit (“Revolver 1”) with Capital One, N.A.

with a maximum credit limit of $45,000,000 as of December 31, 2019.

On May 12, 2017, Revolver 1 was amended to extend the maturity date to May 11, 2020 and increase the maximum borrowing availability under Revolver 1 to $45,000,000.

For the years ended December 31, 2019 and 2018, Revolver 1 accrued interest at one-month LIBOR plus 2.40%.

The interest rates in effect as of December 31, 2019 and 2018 were 4.09% and 4.78%, respectively.

Amounts available under Revolver 1 are subject to a formula based on eligible consumer loans and MHP Notes and are secured by all accounts receivable and a percentage of the consumer loans receivable and MHP Notes.

The amount of available credit under Revolver 1 was $16,140,000 and $41,321,000 at December 31, 2019 and 2018, respectively.

For the years ended December 31, 2019 and 2018, interest expense was $396,000 and $1,701,000, respectively.

The outstanding balance as of December 31, 2019 and 2018 was $28,860,000 and $3,679,000, respectively.

We were in compliance with all financial covenants as of December 31, 2019, including that we maintain a tangible net worth of at least $90,000,000 and that we maintain a ratio of debt to EBITDA of 4‑to‑1, or less.

The Company has negotiated a new credit agreement with Capital One, N.A.

that will replace, expand, and extend our credit availability.

Management expects to close and execute the new agreement in the near future.

Veritex Community Bank Revolver.

In April 2016, we entered into an agreement with Veritex Community Bank to secure an additional revolving line of credit of $15,000,000 (“Revolver 2”).

Revolver 2 accrues interest at one-

month LIBOR plus 2.50% and all unpaid principal and interest is due at maturity on April 4, 2021.

Revolver 2 is secured by all finished goods inventory excluding repossessed homes.

Amounts available under Revolver 2 are subject to a formula based on eligible inventory.

The interest rates in effect as of December 31, 2019 and 2018 were 4.19% and 4.85%, respectively.

On May 12, 2017, we entered into an agreement to increase the maximum borrowing availability under Revolver 2 to $20,000,000.

On October 15, 2018, Revolver 2 was amended to extend the maturity date from April 4, 2019 to April 4, 2021.

The amount of available credit under Revolver 2 was $11,262,000 and $9,906,000 at December 31, 2019 and 2018, respectively.

For the years ended December 31, 2019 and 2018, interest expense was $131,000 and $700,000, respectively.

The outstanding balance as of December 31, 2019 and 2018 was $2,001,000 and $10,000,000, respectively.

We were in compliance with all financial covenants as of December 31, 2019, including that we maintain a tangible net worth of at least $80,000,000.

Notes Payable.

We have a promissory note with Woodhaven Bank.

The amount due under the promissory note accrues interest at an annual rate of 3.85% through February 2, 2017 and then at the prime interest rate plus 0.60% through maturity on April 7, 2018.

The loan was subsequently renewed through April 7, 2033.

The promissory note calls for monthly principal and interest payments of $30,000 with a final payment due at maturity.

The interest rates in effect as of December 31, 2018 was 4.25%.

The note is secured by certain of our real property.

Interest paid on the note payable was $135,000 and $159,000 for the years ended December 31, 2019 and 2018, respectively.

The balance outstanding on the note payable at December 31, 2018 was $3,552,000.

In October 2019, this note was paid in full.

On May 24, 2016, we signed a promissory note for $515,000 with Eagle One, LLC collateralized by the purchase of real property located in Oklahoma City, Oklahoma.

The amount due under the promissory note accrues interest at an annual rate of 6.00%.

The promissory note calls for monthly principal and interest payments of $6,000 until June 1, 2026.

Interest paid on the note payable was $1,000 and $26,000 for the years ended December 31, 2019 and 2018, respectively.

The balance outstanding on the note payable at December 31, 2018 was $414,000.

In January 2019, this note was paid in full.

Notes Payable to an Affiliate.

On February 2, 2016, we entered into a $1,500,000 note payable agreement with stated annual interest rates of 3.75% with Shipley & Sons, Ltd., a related party through the common ownership of Kenneth E.

Shipley, a significant shareholder of our company and our President and Chief Executive Officer.

The note was due on demand.

Interest paid on the note payable was $47,000 for the year ended December 31, 2018.

On October 18, 2018, this note payable was paid in full.

PILOT Agreement.

In December 2016, we entered into a Payment in Lieu of Taxes (“PILOT”) agreement commonly offered in Georgia by local community development programs to encourage industry development.

The net effect of the PILOT agreement is to provide us with incentives through the abatement of local, city and county property taxes and to provide financing for improvements to our Georgia plant (the “Project”).

In connection with the PILOT agreement, the Putman County Development Authority provides a credit facility for up to $10,000,000, which can be drawn upon to fund Project improvements and capital expenditures as defined in the agreement.

If funds are drawn, we would pay transactions costs and debt service payments.

The PILOT agreement requires interest payments of 6.00% per annum on outstanding balances, which are due each December 1 through maturity on December 1, 2021, at which time all unpaid principal and interest are due.

The PILOT agreement is collateralized by the assets of the Project.

As of December 31, 2019, we had not drawn down on this credit facility.

Contractual Obligations

The following table is a summary of contractual cash obligations as of December 31, 2019:

Payments Due by Period

Contractual Obligations

Lines of credit

Operating lease obligations

Off‑Balance Sheet Arrangements

We did not have any off‑balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, net sales, results of operations, liquidity or capital expenditures.

However, we do have a repurchase agreement with a financial institution providing inventory financing for independent retailers of our products.

Under this agreement, we have agreed to repurchase homes at declining prices over the term of the agreement (24 months).

Our obligation under this repurchase agreement ceases upon the purchase of the home by the retail customer.

The maximum amount of our contingent obligations under such repurchase agreements was approximately $260,000 and $2,186,000 as of December 31, 2019 and 2018, respectively, without reduction for the resale value of the homes.

We may be required to honor contingent repurchase obligations in the future and may incur additional expense as a consequence of these repurchase agreements.

We consider our obligations on current contracts to be immaterial and accordingly we have not recorded any reserve for repurchase commitment as of December 31, 2019.

Recent Accounting Pronouncements

For information regarding recently issued and adopted accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, to our December 31, 2019 financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form-10K.

Emerging Growth Company Status

We are an “emerging growth company,”

as defined in the JOBS Act.

Section 107 of the JOBS Act provides that an “emerging growth company”

can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

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-K

Item 5. Market for Registrant’s Common Equity