UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ◻
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| Trading Symbol |
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There were
LEGACY HOUSING CORPORATION
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | ||
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PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
LEGACY HOUSING CORPORATION
CONDENSED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
| March 31, |
| December 31, | |||
2022 | 2021 | |||||
Assets | ||||||
Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
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Accounts receivable - dealer financed | | | ||||
Current portion of consumer loans receivable |
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Current portion of notes receivable from mobile home parks (“MHP”) |
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Current portion of other notes receivable |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Consumer loans receivable, net |
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Notes receivable from mobile home parks (“MHP”) |
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Other notes receivable, net |
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Inventories, net | | | ||||
Other assets - leased mobile homes | | | ||||
ROU assets - operating leases | | — | ||||
Other assets |
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Property, plant and equipment, net |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued liabilities |
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Customer deposits |
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Escrow liability |
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Operating lease obligation | | |||||
Total current liabilities |
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Long‑term liabilities: |
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Operating lease obligation, less current portion | | — | ||||
Lines of credit |
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Deferred income taxes, net | | | ||||
Dealer incentive liability |
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Total liabilities |
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Commitments and contingencies (Note 13) |
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Stockholders' equity: | ||||||
Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Treasury stock at cost, | ( | ( | ||||
Additional paid-in-capital | | | ||||
Retained earnings | | | ||||
Total stockholders' equity | | | ||||
Total liabilities and stockholders' equity | $ | | $ | |
2
LEGACY HOUSING CORPORATION
CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(unaudited)
Three months ended March 31, | |||||||
| 2022 |
| 2021 | ||||
Net revenue: |
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| (restated) |
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Product sales | $ | | $ | | |||
Consumer and MHP loans interest |
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Other |
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Total net revenue |
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Operating expenses: |
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Cost of product sales |
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Selling, general and administrative expenses |
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Dealer incentive |
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Income from operations |
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Other income (expense): |
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Non‑operating interest income |
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Miscellaneous, net |
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Interest expense |
| ( |
| ( | |||
Total other income |
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Income before income tax expense |
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Income tax expense |
| ( |
| ( | |||
Net income | $ | | $ | | |||
Weighted average shares outstanding: | |||||||
Basic | | | |||||
Diluted | | | |||||
Net income per share: | |||||||
Basic | $ | | $ | | |||
Diluted | $ | | $ | |
See accompanying notes to condensed financial statements.
4
LEGACY HOUSING CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three months ended March 31, | |||||||
| 2022 |
| 2021 |
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Operating activities: |
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| (restated) |
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Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation and amortization expense |
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Amortization of deferred revenue | ( | | |||||
Provision for accounts and notes receivable | | | |||||
Provision for long term inventory | ( | | |||||
Share based payment expense | | | |||||
Changes in operating assets and liabilities: |
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Accounts receivable |
| ( |
| ( | |||
Consumer loans activity, net |
| ( |
| ( | |||
Notes receivable MHP activity, net |
| ( |
| ( | |||
Inventory loan activity, net | ( | — | |||||
Inventories |
| ( |
| ( | |||
Prepaid expenses and other current assets |
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Other assets |
| ( |
| ( | |||
Accounts payable |
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| ( | |||
Customer deposits |
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Escrow liability | ( | | |||||
Dealer incentive liability |
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Net cash used in operating activities |
| ( |
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Investing activities: |
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Purchases of property, plant and equipment |
| ( |
| ( | |||
Issuance of notes receivable |
| ( |
| ( | |||
Notes receivable collections | | | |||||
Collections from purchased loans | | | |||||
Net cash provided by (used in) investing activities |
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Financing activities: |
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Proceeds from other liabilities |
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| — | |||
Proceeds from lines of credit |
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Payments on lines of credit |
| ( |
| ( | |||
Net cash provided by (used in) financing activities |
| ( |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | $ | | $ | | |||
Supplemental disclosure of cash flow information: |
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Cash paid for interest | $ | | $ | | |||
Cash paid for taxes | $ | | $ | |
See accompanying notes to condensed financial statements.
5
LEGACY HOUSING CORPORATION
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| Common Stock | Treasury | Additional | Retained | |||||||||||||
| Shares |
| Amount |
| stock |
| paid-in-capital |
| earnings |
| Total | ||||||
Balances, December 31, 2020 | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Share based compensation expense and stock units vested | | — | — | | — | | |||||||||||
Net income (restated) | — | — | — | — | | | |||||||||||
Balances, March 31, 2021 (restated) | | | ( | | | | |||||||||||
Common Stock | Treasury | Additional | Retained | ||||||||||||||
| Shares |
| Amount |
| stock | paid-in-capital |
| earnings |
| Total | |||||||
Balances, December 31, 2021 | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Share based compensation expense and stock units vested | | | — | | — | | |||||||||||
Net income | — | — | — | — | | | |||||||||||
Balances, March 31, 2022 | | | ( | | | |
See accompanying notes to condensed financial statements.
6
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
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 mobile 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 mobile 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 mobile homes. The Company also sells homes directly to dealers and mobile home parks.
In December 2018, the Company sold
On April 17, 2019, the Company purchased
Corporate Conversion
Effective January 1, 2018, the Partnership converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Legacy Housing Corporation. In order to consummate the corporate conversion completed on January 1, 2018, a certificate of conversion was filed with the Secretary of State of the State of Delaware and with the Secretary of State of the State of Texas. Holders of partnership interests in Legacy Housing, Ltd. received an initial allocation, on a proportional basis, of
Following the corporate conversion, Legacy Housing Corporation continues to hold all property and assets of Legacy Housing, Ltd. and all of the debts and obligations of Legacy Housing, Ltd. On the effective date of the corporate conversion, the officers of Legacy Housing, Ltd. became the officers of Legacy Housing Corporation. As a result of the corporate conversion, the Company is now a federal corporate taxpayer.
Basis of Presentation
The accompanying unaudited interim condensed financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021, respectively, 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 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 ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending
7
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
December 31, 2022, or any other period. The accompanying balance sheet as of December 31, 2021 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2021 (the "Form 10-K"). 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. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net income.
Restatement of Previously Issued Condensed Financial Statements (unaudited)
As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company has restated its interim financial statements for the period ended March 31, 2021 to correct (i) an overstatement of costs errantly assigned to accounts payable for inventory received but not invoiced, (ii) a reclassification between prepaid expenses and other current assets and other assets, (iii) a reclassification between prepaid expenses and other current assets and lines of credit, and (iv) a change in accrued liabilities and income tax expense.
The effects of the restatement on the line items within the Company’s condensed statement of operations for the three months ended March 31, 2021 were as follows:
Three Months Ended March 31, 2021 | |||||||||
As | |||||||||
Originally | As | ||||||||
| Reported |
| Adjustments |
| Restated | ||||
Operating expenses: | |||||||||
Cost of product sale | $ | | $ | ( | $ | | |||
Income from operations | $ | | $ | | $ | | |||
Income before income tax expense | $ | | $ | | $ | | |||
Income tax expense | $ | ( | $ | ( | $ | ( | |||
Net income | $ | | $ | | $ | | |||
Net income per share: | |||||||||
Basic | $ | | $ | | $ | | |||
Diluted | $ | | $ | | $ | |
The effects of the restatement on the line items within the Company’s condensed statement of cash flows for the three months ended March 31, 2021 were as follows:
| Three months March 31, 2021 | ||||||||
As Originally | As | ||||||||
Reported | Adjustments | Restated | |||||||
Operating activities: | |||||||||
Net income | $ | | $ | | $ | | |||
Inventories | $ | ( | $ | — | $ | ( | |||
Prepaid expenses and other current assets | $ | ( | $ | | $ | | |||
Other assets | $ | ( | $ | ( | $ | ( | |||
Accounts payable | $ | ( | $ | ( | $ | ( | |||
Accrued liabilities | $ | ( | $ | | $ | ( | |||
Net cash provided by (used in) operating activities | $ | ( | $ | | $ | ( | |||
Investing activities: | |||||||||
Purchases of property, plant and equipment | $ | ( | $ | — | $ | ( | |||
Net cash used in investing activities | $ | ( | $ | — | $ | ( | |||
Financing activities: | |||||||||
Payments on lines of credit | $ | ( | $ | ( | $ | ( | |||
Net cash provided by (used in) financing activities | $ | | $ | ( | $ | |
8
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
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. Material estimates that are susceptible to significant change in the near term primarily relate to the determination of accounts receivable, loans to mobile home parks, consumer loans, other notes receivable, inventory obsolescence, income taxes, fair value of financial instruments and contingent liabilities. Actual results could differ from these estimates.
Revenue Recognition
Product sales primarily consist of sales of mobile homes to consumers and mobile home parks through various sales channels, which include Direct Sales, Commercial Sales, Consignment 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 a consignment 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. The Company provides floor plan financing for independent retailers, which takes the form of a consignment arrangement. Consignment Sales are considered sales of consigned homes from independent dealers to individual customers. Retail Store Sales are homes sold through Company-owned retail locations. Consignment Sales and Retail Sales of homes may be financed by the Company, by a third party, or paid in cash.
Revenue from product sales is recognized at a point in time 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 customer. For 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 separately recorded 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
For the three months ended March 31, 2022 and 2021, sales to an independent third-party and its affiliates accounted for $
For the three months ended March 31, 2022 and 2021, total cost of product sales included $
Other revenue consists of consignment fees, commercial lease rents, service fees and other miscellaneous income. Consignment fees are charged to independent retailers on a monthly basis for homes held by the independent
9
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
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 are 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
Disaggregation of Revenue. The following table summarizes customer contract revenues disaggregated by source of the revenue for the three months ended March 31, 2022 and 2021:
Three months ended | ||||||
March 31, | ||||||
2022 |
| 2021 | ||||
Product sales: | ||||||
Direct sales | $ | | $ | | ||
Commercial sales |
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Consignment sales | | | ||||
Retail store sales | | | ||||
Other (1) |
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Total product sales |
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Consumer and MHP loans interest: |
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Interest - consumer installment notes |
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Interest - MHP notes |
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Total consumer and MHP loans interest |
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Other |
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Total net revenue | $ | | $ | |
(1) | Other product sales revenue from ancillary products and services including parts, freight and other services |
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 the award’s estimated grant date fair value in order to recognize compensation cost for those shares expected to vest. The Company has elected to record forfeitures as they occur. 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 unit (the ”RSU”) 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 each RSU with market based conditions is estimated using the Monte-Carlo Simulation valuation model.
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. As a recently formed public entity with a small public float and limited trading of its common shares on the NASDAQ Global Market, it was not practicable for the Company to estimate the volatility of its common shares; therefore, management estimated
10
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
volatility based on the historical volatilities of a small group of companies considered as close to comparable to the Company as available, all equally weighted, over the expected life of the option. Management concluded that this group is more characteristic of the Company’s business than a broad industry index. The expected life of awards granted represents the period of time that the awards are expected to be outstanding based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on its historical award exercise experience. The Company does not expect to pay dividends on its common stock.
The fair value of RSU awards with market based conditions on the date of grant is estimated using the Monte-Carlo Simulation valuation model, and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on the Company’s historic stock price volatility; the expected term of the awards is based on performance measurement period; the risk-free interest rate is based on the U.S. Treasury bond yield issued with similar life terms to the expected life of the grant. The Company does not expect to pay dividends on its common stock.
Accounts Receivable
Included in accounts receivable “net” are receivables from direct sales of mobile homes, sales of parts and supplies to customers, consignment fees and interest. Accounts receivable “dealer financed” are receivables for interest, fees and curtailments owed from dealers under their inventory finance agreements.
Accounts receivables “net” are generally due within
Leased Property
The Company offers mobile home park operators the opportunity to lease mobile homes for rent in lieu of purchasing the homes for cash or under a longer-term financing agreement. In this arrangement title for the mobile homes remains with the Company.
The standard lease agreement is typically for
11
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
Future minimum lease income under all operating leases for each of the next five years at March 31, 2022, are as follows:
2022 |
| $ | |
2023 |
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2024 |
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2025 |
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2026 |
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Thereafter |
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Total | $ | |
Recent Accounting Pronouncements
The Company has elected to use longer phase-in periods for the adoption of new or revised financial accounting standards under the JOBS Act as an emerging growth company.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and an asset representing its right to use the underlying asset for the lease term. As an emerging growth company, ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, and interim periods within those years. The Company adopted this standard in the first quarter of fiscal 2022 and elected certain practical expedients permitted under the transition guidance, including the package of practical expedients; however, the Company did not elect the hindsight practical expedient. Additionally, the Company elected the optional transition method that allowed for a cumulative-effect adjustment in the period of adoption and did not restate prior periods. The adoption of ASU 2016-02 resulted in an increase in total assets and total
In June 2016, the FASB issued ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down and affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company plans to use the longer phase-in period for adoption, and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2023. The Company is continuing to evaluate the impact of the adoption of this ASU and is uncertain of the impact on the financial statements and disclosures at this point in time.
From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted by the Company as of the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
12
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
2. CONSUMER LOANS
Consumer loans result from financing transactions entered into with retail consumers of mobile homes sold through independent retailers and company-owned retail locations. Consumer loans receivable generally consist 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 agreements. The average contractual interest rate per loan was approximately
Loan applications go through an underwriting process that considers credit history to evaluate credit risk of the consumer. Interest rates on approved loans are determined 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 $
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 condensed 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.
The allowance for loan losses is comprised of
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 is when either principal or interest is past due and remains unpaid for more than 90 days or other indications of distress. 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 where it is probable 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 are: (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; (4) units located on 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, size, and market conditions; and (7) the experience and expertise of the particular dealer assisting in collection efforts.
13
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
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. Repossessed homes totaled $
Consumer loans receivable, net of allowance for loan losses and deferred financing fees, consists of the following:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Consumer loans receivable | $ | | $ | | ||
Loan discount and deferred financing fees |
| ( |
| ( | ||
Allowance for loan losses |
| ( |
| ( | ||
Consumer loans receivable, net | $ | | $ | |
The following table presents a detail of the activity in the allowance for loan losses:
| Three Months Ended March 31, | ||||||
2022 |
| 2021 |
| ||||
Allowance for loan losses, beginning of period | $ | | $ | | |||
Provision for loan losses |
| ( |
| | |||
Charge offs (recoveries) |
| |
| ( | |||
Allowance for loan losses | $ | | $ | |
The reserve for loan losses consists of the following:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Total consumer loans | $ | | $ | | ||
Allowance for loan losses | $ | | $ | | ||
Impaired loans individually evaluated for impairment | $ | | $ | | ||
Specific reserve against impaired loans | $ | | $ | | ||
Other loans collectively evaluated for allowance | $ | | $ | | ||
General allowance for loan losses | $ | | $ | |
14
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
As of March 31, 2022 and December 31, 2021, the total principal outstanding for consumer loans on nonaccrual status was $
As of March 31, |
|
| As of December 31, |
| ||||||
2022 | % | 2021 | % | |||||||
Total consumer loans receivable | $ | |
| |
| $ | |
| | |
Past due consumer loans: |
|
|
|
|
|
|
|
| ||
31 - 60 days past due | $ | |
| | $ | |
| | ||
61 - 90 days past due |
| |
| |
| |
| | ||
91 - 120 days past due |
| |
| |
| |
| | ||
Greater than 120 days past due |
| |
| |
| |
| | ||
Total past due | $ | |
| | $ | |
| |
3. NOTES RECEIVABLE FROM MOBILE HOME PARKS
The notes receivable from mobile home parks (“MHP Notes”) relate to mobile homes sold to mobile home parks and financed through notes receivable. The MHP Notes have varying maturity dates and call for monthly principal and interest payments. The interest rate on the MHP Notes can be fixed or variable. Approximately $
As of March 31, 2022, the Company had concentrations of MHP Notes with two independent third-parties and their respective affiliates that equaled
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 reserve composed of specific and general reserve amounts. As of March 31, 2022 and December 31, 2021, the MHP Note balance is presented net of unamortized finance fees of $
There were minimal past due balances on the MHP Notes as of March 31, 2022 and December 31, 2021 and
There were
15
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
4. OTHER NOTES RECEIVABLE
Other notes receivable relate to various notes issued to mobile home park owners and dealers, which are not directly tied to sales of mobile homes. The other notes have varying maturity dates and call for monthly principal and interest payments. The other notes are collateralized by mortgages on real estate, units being financed and used as offices, as well as vehicles, and are typically guaranteed by the borrowers personally. The interest rate on the other notes are fixed and range from
The balance outstanding on the other notes receivable were as follows:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Outstanding principal balance | $ | | $ | | ||
Allowance for loan losses |
| ( |
| ( | ||
Total | $ | | $ | |
5. LEASES
The Company currently has
Under ASC 842, a modified retrospective transition is required, applying the new standard to all leases at the date of initial application. The Company chose to use the adoption date of January 1, 2022 for ASC 842. As such, all periods presented after January 1, 2022, are under ASC 842 whereas periods presented prior to January 1, 2022, are in accordance with prior lease accounting of ASC 840. Financial information was not updated and the disclosures required under ASC 842 were not provided for dates and periods before January 1, 2022.
We determine if an arrangement is a lease at inception. Operating leases are right-of-use (“ROU”) assets and are shown as ROU assets – operating leases on our Condensed Balance Sheet. The lease liabilities are shown as Operating lease obligation and Operating lease obligation, less current portion on our Condensed Balance Sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We have elected the practical expedient to not separate lease and non-lease components. Therefore, lease payments included in the measurement of the lease liability include all fixed payments in the lease arrangement. We record a ROU asset for an amount equal to the lease liability, increased for any prepaid lease costs and initial direct costs and reduced by any lease incentives. We remeasure the lease liability and ROU asset when a change to our future minimum lease payments occurs. Key assumptions and judgments included in the determination of the lease liability include the discount rate used in the present value calculation and the exercise of renewal options.
Many of our leases contain renewal options. As the exercise of the renewal options is not certain at commencement of a lease, we generally do not include the option periods in the lease term when determining the lease
16
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
liabilities and ROU assets. We remeasure the lease liability and ROU asset when we are reasonably certain that we will exercise a renewal option.
Our leases do not provide information about the rate implicit in the lease. Therefore, we utilize an incremental borrowing rate to calculate the present value of our future lease obligations. The incremental borrowing rate represents the rate of interest we would have to pay on a collateralized borrowing, for an amount equal to the lease payments, over a similar term and in a similar economic environment. The remaining weighted-average lease term is
We consider lease payments that cannot be predicted with reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded from our calculation of lease liabilities. There were
Short-term leases, those with a term of 12 months or less, are not recorded on our Condensed Balance Sheet. Our short-term lease costs were not material for the three months ended March 31, 2022.
As of March 31, 2022, future minimum lease payments under our operating lease liabilities were as follows:
2022 |
| $ | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
Total lease payments | $ | | |
Less amount representing interest | ( | ||
Total lease liability | $ | | |
Less current lease liability | ( | ||
Total non-current lease liability | $ | |
6. INVENTORIES
Inventories consists of the following:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Raw materials | $ | | $ | | ||
Work in progress |
| |
| | ||
Finished goods (1) |
| |
| | ||
Allowance for obsolescence | ( | ( | ||||
Total | $ | | $ | |
(1) | Finished goods includes $ |
17
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Land | $ | | $ | | ||
Buildings and leasehold improvements |
| |
| | ||
Vehicles |
| |
| | ||
Machinery and equipment |
| |
| | ||
Furniture and fixtures |
| |
| | ||
Total |
| |
| | ||
Less accumulated depreciation |
| ( |
| ( | ||
Total property, plant and equipment | $ | | $ | |
Depreciation expense was $
8. OTHER ASSETS
Other assets consists of the following:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Prepaid rent | $ | | $ | | ||
Other |
| |
| | ||
Repossessed homes |
| |
| | ||
Total | $ | | $ | |
Depreciation expense for the leased property was $
18
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
9. ACCRUED LIABILITIES
Accrued liabilities consists of the following:
| As of March 31, |
| As of December 31, | |||
2022 | 2021 | |||||
Warranty reserve | $ | | $ | | ||
Litigation reserve |
| |
| | ||
Payroll | | | ||||
Portfolio taxes and title |
| |
| | ||
Property tax | | | ||||
Dealer rebates | | | ||||
Sales tax |
| |
| | ||
Federal and state income taxes |
| |
| | ||
Other |
| |
| | ||
Total accrued liabilities | $ | | $ | |
10. DEBT
Lines of Credit
Revolver 1
At December 31, 2019, the Company had a revolving line of credit (“Revolver 1”) with Capital One, N.A. with a maximum credit limit of $
The New Revolver accrues interest at one-month LIBOR plus
For the three months ended March 31, 2022 and 2021, interest expense under the New Revolver was $
PILOT Agreement
In December 2016, the Company 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 the Company with incentives through the abatement of local, city and county property
19
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
taxes and to provide financing for improvements to the Company’s Georgia plant (the “Project”). In connection with the PILOT agreement, the Putman County Development Authority provides a credit facility for up to $
11. SHARE-BASED COMPENSATION
Pursuant to the Legacy Housing Corporation 2018 Incentive Compensation Plan (the “Compensation Plan”), the Company may issue up to
In February 2019, the Company granted
In December 2020, the Company granted
In November 2021, the Company granted
In January 2022, the Company granted
On January 6, 2022, the Company gave contingent equity awards of
20
LEGACY HOUSING CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands)
The following is a summary of restricted stock units (the “RSU”) activity (in thousands, except per unit data):
Number of Units | Weighted Average Grant Date Fair Value Per Unit | ||||
Nonvested, January 1, 2022 | | $ | | ||
Granted | | $ | | ||
Vested | ( | $ | | ||
Nonvested, March 31, 2022 | | $ | |
As of March 31, 2022, approximately
The Company granted
The Company granted
The following is a summary of option activity (in thousands, except per unit data):
| Number of Units |
| Weighted |
| Weighted |
| Weighted |
|