Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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." Dollar amounts are in thousands unless otherwise noted.

Overview

Legacy Housing Corporation builds, sells and finances manufactured homes and "Tiny Houses" that are distributed through a network of independent retailers and company-owned stores and are sold directly to manufactured housing communities. We are one of the largest producers of manufactured homes in the United States. With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 3¹/₂ bathrooms. Our homes range in price, at retail, from approximately $47,000 to $200,000. During 2025, we sold 1,703 units (comprising 2,253 floors) (which are entire homes or single floors that are combined to create complete homes) and in 2024, we sold 2,129 units (comprising 2,471 floors).

We have one reportable segment. All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of our company supports the others. For example, the sale of manufactured homes includes coordinating or 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 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. We manufacture custom-made homes using quality materials, distribute those homes through our expansive network of independent retailers and company-owned distribution locations and provide 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 up to, on average, approximately 70 home sections, or 60 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 features such 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 over 80 independent retail locations, 14 company-owned retail locations and through direct sales to owners of manufactured home communities. Of our 14 company-owned retail locations, 13 Heritage Housing stores and one Tiny House Outlet stores exclusively sell our homes. One company-owned location operates under the AmeriCasa name and sells both our homes and those of several other manufacturers. During the years ended December 31, 2025 and 2024, no independent retailer accounted for 10% or more of our product sales. Approximately 44% of our 2025 product sales were attributable to our independent retail distributors, 21% to our company-owned retail locations and 35% directly to owners of manufactured housing communities. Approximately 38% of our 2024 product sales were attributable to our independent retail distributors, 17% to our company-owned retail locations and 45% directly to owners of manufactured housing communities.

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The following table shows the states in which we sold most of our manufactured homes and the approximate percentage of their sales to our total product sales:

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We offer three types of financing solutions to our customers. We provide inventory financing for our independent retailers who purchase homes from us and then sell them to consumers. We provide consumer financing for our products which are sold to end-users through both independent and company-owned retail locations. We also 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, but not limited to, the following:

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(1) Land and improvement values do not include the value of Company owned homes located in this community

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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.

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. For further information, see Note 2, Summary of Significant Accounting Policies, to our December 31, 2025 financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

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

Allowance for Loan Losses-Other Notes Receivable

Other notes receivable 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 at risk. Historically we have not experienced material losses on the Other notes receivable.

Allowance for Loan Losses-Dealer Financed Receivables

Dealer financed receivables 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 a general and specific reserves for amounts that are deemed to be at risk. Historically we have not experienced material losses on the Dealer financed receivables.

Inventories

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

Revenue Recognition

Direct Sales

Revenue from homes sold to independent retailers that are not financed and not under an inventory finance arrangement generally is 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 probable. 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 probable.

Inventory Finance Sales

We provide inventory financing for independent retailers who purchase homes from us and then resell them to consumers. Sales under an inventory financing arrangement are considered sales of homes to the independent dealer and are recognized as revenue upon delivery of the home to the dealer's location.

Retail Store Sales

Revenue from direct retail sales through company-owned retail locations generally is 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 probable. Retail sales financed by us are recognized as revenue upon the execution of a sales and financing contract, receipt of a down payment and delivery of the home to the final customer, at which time title passes and collectability is probable.

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, 2025 and 2024 (in thousands)

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Product sales primarily consist of direct sales, commercial sales, inventory finance sales and retail store sales. Product sales decreased $12.4 million, or 9.6%, in 2025 as compared to 2024. This decrease was driven primarily by a decrease in unit volumes shipped, primarily in direct sales and inventory finance sales categories.

Net revenue attributable to our factory-built housing consisted of the following in 2025 and 2024:

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During 2025, our net revenue per product sold increased by 13% compared to 2024 as we raised home prices to offset rising raw material costs. Product sales decreased $12.4 million or 9.6% during 2025 compared to 2024. The market for manufactured homes lacked growth during 2025 due to economic conditions characterized by inflationary pressures, continued higher interest rates coupled with tighter credit, and consumer affordability fatigue. Commercial sales to MHP customers declined $16.8 million or 30% as MHP operators faced several headwinds in 2025. These included capital caution following sharp rent and cost inflation, already high occupancy rates limiting available pads, and tighter financing conditions - all of which dampened new home orders even as underlying tenant demand remains stable.

The decline in commercial sales was offset by an increase in our retail store sales which grew $2.5 million, or 12.7% from 2024 to 2025 as we focused efforts to increase sales through our company owned retail outlets. Also, direct sales of homes to dealers for cash increased $2.3 million or 25% from 2024 to 2025. Inventory finance sales to independent dealers were essentially flat during 2025, increasing just 1.4% compared to 2024. Other product sales, which include freight income and part sales, declined $1.0 million or 11.7%.

Consumer, MHP, and dealer loans interest income increased $2.5 million, or 6.1%, from 2024 to 2025 due to growth in our loan portfolios. From December 31, 2024 to December 31, 2025, our consumer loan portfolio increased by $24.7 million, our MHP loan portfolio decreased by $9.9 million, and our dealer finance notes decreased by $5.9 million. The change in the balance of our MHP loan portfolio is primarily due to parks paying off their notes early, and current loans consisting of fewer homes per loan.

Other revenue primarily consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees, and other miscellaneous income and decreased $9.7 million, or 71.0%, primarily due to $8.8 million decrease in land sales, and a $1.0 million decrease in forfeited deposits.

The cost of product sales decreased $5.2 million, or 5.8%, in 2025 as compared to 2024. The decrease in costs is primarily related to a decrease in the number of units sold offset by increases to raw material costs and the impact of tariffs. The cost of other sales was $1.7 million in 2025 which is a $6.5 million decrease from 2024 primarily related to significant 2024 land sale revenue.

Selling, general and administrative expenses increased $6 million, or 26%, in 2025 as compared to 2024, not including dealer incentive expense added to SG&A in 2025. This increase was primarily due to a $500,000 increase in warranty costs, a $400,000 increase in consulting and professional fees, a $1.0 million increase in legal costs, and a $4.5 million increase in loan loss provision, partially offset by a net $800,000 decrease in payroll cost and a net $300,000 increase in other miscellaneous costs.

Dealer incentive expense increased $1.3 million, or 136% in 2025 as compared to 2024. Beginning in 2025, dealer incentive expense is reported as a component of SG&A (previously classified separately).

Other income (expense), net decrease by $9.3 million in 2025, as compared to 2024. We had an $8.3 million decrease in Miscellaneous, Net primarily due to increases specific to 2024 gains related to the settlement agreement described in Note 7, a gain from the sale of property in Georgia, gains related to properties acquired through foreclosure and reversals of certain balance sheet liabilities. We had a $1.2 million decrease in interest income on Other notes and a $700 increase in interest expense.

Income tax expense was $9.8 million for 2025 compared to $14.4 million for 2024, mirroring the decline in pre-tax income.

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Book Value per Share

"Book Value per Share" is a financial measure that management uses to evaluate the Company's capital adequacy and to assess trends in shareholder value. Management believes this measure is useful to investors because it provides a per-share view of the Company's net asset value attributable to common shareholders, excluding items that may introduce period-to-period volatility and are not indicative of ongoing operations. We define "Book Value per

Share" as total stockholders' equity, the most directly comparable GAAP financial measure, divided by the number of common shares outstanding as of December 31, 2025.

The following table calculates Book Value per Share as of December 31, 2025 and 2024.

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(in thousands, except share and per share data)

Liquidity and Capital Resources

Liquidity

We believe that cash flow from operations and cash at December 31, 2025 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. (See Lines of Credit, below.)

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Cash

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. As of December 31, 2025, we had approximately $8.5 million in cash and cash equivalents, compared to $1.1 million as of December 31, 2024. We consider all cash and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Cash Flow Activities

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Comparison of Cash Flow Activities from 2025 to 2024

Net cash provided by operating activities was $37.2 million during the year ended December 31, 2025, compared to net cash of $36.0 million provided by operating activities during 2024. This change was primarily a result of cash provided from net income of $41.8 million in 2025 and augmented by positive non-cash adjustments of $3.6 million. Non-cash adjustments included increases to operating cash due to increased loan loss reserves and depreciation and amortization expense offset by a decrease in the 2024 deferred income tax liability and establishment of a deferred tax asset in 2025 as well as amortization of deferred revenue associated with loan portfolios. Changes in assets and liabilities reduced net cash provided by operations by $8.2 million. Decreases to net cash provided by operations were primarily the result of increases to accounts receivable, the consumer loan portfolio, inventories, and other assets as well as a decrease to dealer incentive liability offset by increases to net cash provided by operations from reductions to both the MHP and dealer inventory finance loan portfolios as well as increases to accounts payable, accrued liabilities, and the consumer loan escrow liability balance.

Net cash used in investing activities of $22.1 million in 2025 was primarily attributable to $19.0 million associated with the AmeriCasa acquisition, $9.0 million used for property, plant, equipment, and development as well as notes receivable originations and advances of $1.6 million. This was offset by $7.2 million associated with collections of notes receivable.

Net cash used in financing activities of $7.7 million in 2025 was primarily attributable to stock repurchases of $7.6 million.

In November 2022, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $10.0 million of the Company's common stock. On August 6, 2024, our Board of Directors authorized the repurchase of an additional $10.0 million of the Company's common stock under the share repurchase program. We purchased 346,406 shares of common stock for $7.6 million in the open market during the year ended December 31, 2025. All repurchase programs have expired as of October 31, 2025.

Lines of Credit

On July 28, 2023, the Company entered into 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 $271,000, which were capitalized as unamortized debt issuance costs and included in Prepaid expenses 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 year ended December 31, 2025 and 2024, interest expense under the Revolver was $27,000 and $689,000, respectively. The outstanding balance of the Revolver as of December 31, 2025 and 2024 was $0 and $0, respectively. The interest rate in effect as of December 31, 2025 and 2024 for the Revolver was 6.69% and 7.61%, respectively. The amount of available credit under the Revolver was $50.0 million as of December 31, 2025 and 2024, respectively. The Revolver requires the Company to comply with certain financial and non-financial covenants. As of December 31, 2025, 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 AmeriCasa Acquisition, we assumed a line of credit with 21^st Mortgage in the amount of $1.3 million at the time of acquisition. As of December 31, 2025, the balance of the line of credit was $1.2 million which we subsequently paid off in January 2026.

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Contractual Obligations

The following table is a summary of contractual cash obligations as of December 31, 2025:

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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 repurchase agreements with financial institutions providing inventory financing for independent retailers of our products. Under these agreements, we have agreed to repurchase homes at declining prices over the term of the agreement. Our obligation under these repurchase agreements ceases upon the purchase of the home by the retail customer. The maximum amount of our contingent obligations under such repurchase agreements was approximately $841,000 and $805,000 as of December 31, 2025 and 2024, 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, 2025.

Recent Accounting Pronouncements

See Note 2 to the Financial Statements for a discussion of recently issued and adopted accounting pronouncements.