Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document And Entity Information Abstract | ||
Entity Registrant Name | Legacy Housing Corp | |
Entity Central Index Key | 0001436208 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 24,722,936 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,098 | $ 2,599 |
Accounts receivable, net of allowance for doubtful accounts | 3,095 | 2,953 |
Current portion consumer loans | 5,132 | 4,945 |
Current portion of notes receivable from mobile home parks ("MHP") | 8,339 | 7,297 |
Current portion of other notes receivable | 773 | 379 |
Inventories | 37,966 | 42,033 |
Prepaid expenses and other current assets | 3,327 | 2,938 |
Total current assets | 61,730 | 63,144 |
Property, plant and equipment, net | 17,644 | 17,128 |
Consumer loans, net of deferred financing fees and allowance for loan losses | 93,772 | 92,230 |
Notes receivable from mobile home parks ("MHP") | 54,207 | 50,638 |
Other notes receivable, net of allowance for loan losses | 2,817 | 1,912 |
Other assets | 3,054 | 2,587 |
Inventory non-current | 10,451 | 7,399 |
Total assets | 243,675 | 235,038 |
Current liabilities: | ||
Accounts payable | 3,714 | 2,828 |
Accrued liabilities | 10,309 | 9,156 |
Customer deposits | 2,274 | 2,222 |
Escrow liability | 5,325 | 5,951 |
Current portion of notes payable | 185 | 228 |
Total current liabilities | 21,807 | 20,385 |
Long-term liabilities: | ||
Lines of credit | 7,163 | 13,679 |
Deferred income taxes | 1,842 | 1,842 |
Note payable, net of current portion | 3,321 | 3,737 |
Dealer incentive liability | 6,120 | 6,115 |
Total liabilities | 40,253 | 45,758 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized: issued -0- | ||
Common stock, $.001 par value,90,000,000 shares authorized; 24,617,143 and 24,000,000 issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 25 | 24 |
Additional paid-in-capital | 174,671 | 167,743 |
Retained earnings | 28,726 | 21,513 |
Total stockholders' equity | 203,422 | 189,280 |
Total liabilities and stockholders' equity | $ 243,675 | $ 235,038 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Condensed Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 24,617,143 | 24,000,000 |
Common stock, shares outstanding | 24,617,143 | 24,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net revenue: | ||
Product sales | $ 31,550 | $ 37,414 |
Consumer and MHP loans interest | 5,530 | 4,394 |
Other | 874 | 878 |
Total net revenue | 37,954 | 42,686 |
Operating expenses: | ||
Cost of product sales | 21,885 | 27,647 |
Selling, general administrative expenses | 6,491 | 4,799 |
Dealer incentive | 210 | 335 |
Income from operations | 9,368 | 9,905 |
Other income (expense): | ||
Non-operating interest income | 39 | 51 |
Miscellaneous, net | 3 | 34 |
Interest expense | (189) | (639) |
Total other | (147) | (554) |
Income before income tax expense | 9,221 | 9,351 |
Income tax expense | (2,008) | (3,990) |
Net income | $ 7,213 | $ 5,361 |
Weighted average shares outstanding: | ||
Basic | 24,516,762 | 20,000,000 |
Diluted | 24,571,088 | 20,000,000 |
Net income per share: | ||
Basic | $ 0.29 | $ 0.27 |
Diluted | $ 0.29 | $ 0.27 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net income | $ 7,213 | $ 5,361 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 241 | 196 |
Provision for loan loss—consumer loans | 406 | 118 |
Deferred income taxes | 2,068 | |
Share based payment expense | 234 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (142) | 2,162 |
Consumer loans originations | (5,053) | (3,661) |
Consumer loans principal collections | 2,847 | 2,134 |
Notes receivable MHP originations | (12,849) | (9,427) |
Notes receivable MHP principal collections | 8,238 | 7,570 |
Inventories | 1,015 | (2,206) |
Prepaid expenses and other current assets | (390) | (1,700) |
Other assets | (467) | 147 |
Accounts payable | 888 | (81) |
Accrued liabilities | 1,153 | 2,494 |
Customer deposits | 52 | (522) |
Dealer incentive liability | 5 | (165) |
Net cash provided by operating activities | 3,391 | 4,488 |
Investing activities: | ||
Purchases of property, plant and equipment | (757) | (389) |
Issuance of notes receivable | (1,400) | (255) |
Notes receivable collections | 101 | 44 |
Purchases of consumer loans | (101) | |
Collections from purchased consumer loans | 172 | 111 |
Net cash used in investing activities | (1,985) | (489) |
Financing activities: | ||
Proceeds from sale of over-allotment common stock in initial public offering | 7,200 | |
Offering cost for over-allotment of initial public offering | (505) | |
Escrow liability | (626) | (341) |
Principal payments on note payable | (459) | (56) |
Proceeds from lines of credit | 1,482 | 14,213 |
Payments on lines of credit | (7,999) | (16,533) |
Net cash used in financing activities | (907) | (2,717) |
Net increase in cash and cash equivalents | 499 | 1,282 |
Cash and cash equivalents at beginning of period | 2,599 | 428 |
Cash and cash equivalents at end of period | 3,098 | 1,710 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 227 | $ 585 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Partner's Capital | Common Stock | Additional Paid in Capital | Retained earnings | Total |
Partners Capital at Dec. 31, 2017 | $ 124,271 | ||||
Shares issued upon incorporation | (124,271) | ||||
Partners Capital at Mar. 31, 2018 | $ 0 | ||||
Shares issued upon incorporation | $ 20 | $ 124,251 | $ 124,271 | ||
Shares issued upon incorporation (in shares) | 20,000,000 | ||||
Net income | $ 5,361 | 5,361 | |||
Ending Balance at Mar. 31, 2018 | $ 20 | 124,251 | 5,361 | 129,632 | |
Ending Balance (in shares) at Mar. 31, 2018 | 20,000,000 | ||||
Beginning Balance at Dec. 31, 2018 | $ 24 | 167,743 | 21,513 | $ 189,280 | |
Beginning Balance (in shares) at Dec. 31, 2018 | 24,000,000 | 24,000,000 | |||
Shares issued upon incorporation | $ 1 | 6,694 | $ 6,695 | ||
Shares issued upon incorporation (in shares) | 600,000 | ||||
Share based compensation expense and stock units vested | 234 | 234 | |||
Share based compensation expense and stock units vested (in shares) | 17,143 | ||||
Net income | 7,213 | 7,213 | |||
Ending Balance at Mar. 31, 2019 | $ 25 | $ 174,671 | $ 28,726 | $ 203,422 | |
Ending Balance (in shares) at Mar. 31, 2019 | 24,617,143 | 24,617,143 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders’ Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Condensed Statement of Changes in Stockholders’ Equity | |
Sale of over-allotment common stock in initial public offering, offering costs | $ 505 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2019 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Legacy Housing Corporation (the “Company”) was formed on January 1, 2018 through a corporate conversion of Legacy Housing, Ltd., (the “Partnership”) a Texas limited partnership formed in May 2005. The Company is incorporated as a Delaware corporation and 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 and (3) provides retail financing to consumers. 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 4,000,000 shares of its common stock through an initial public offering (“IPO”) at $12.00 per share. Proceeds from the IPO, net of $4,504 of underwriting discounts and offering expenses paid by the Company, were $43,492. In January 2019, the Company sold an additional 600,000 shares of its common stock as part of the IPO at $12.00 per share. Proceeds from the January 2019 issuance, net of $504 of underwriting discounts and offering expenses paid by the Company, were $6,696. 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 20,000,000 shares of common stock of Legacy Housing Corporation. 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, 2019 and for the three months ended March 31, 2019 and 2018, 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 consolidated 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, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or any other period. The accompanying consolidated balance sheet as of December 31, 2018 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2018 (the "Form 10-K"). The accompanying consolidated 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 prior year amounts have been reclassified to conform to current year presentation. 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, consumer loans and notes receivable, inventory obsolescence, repossessed assets, income taxes, fair value of financial instruments, contingent liabilities and accruals related to warranty costs. Actual results could differ from these estimates. Revenue Recognition In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606) , which outlines a comprehensive five‑step model for entities to use in accounting for revenue arising from contracts with customers and supersedes most previous revenue recognition guidance, including industry‑specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the requirements of the new revenue standard on January 1, 2019 using the modified retrospective transition method which did not have a material impact on the financial statements. The new guidance under ASU 2014-09 is applicable to our product sales which includes sales of homes through various sales channels, and other revenue which includes consignment fees, service fees and miscellaneous income. Income generated from interest, other lending activities, and investment income are excluded from ASU 2014-09 and will continue to be accounted for under existing guidance. For those revenue streams that are subject to ASU 2014-09, the Company evaluated the impact of adopting the new standard on our revenue recognition policies under existing guidance and determined there is no impact. The adoption did not have a significant impact on the consolidated operating results, financial position or cash flows of the Company. The Company’s evaluation of ASU 2014-09 impact on primary revenue streams are as follows: 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 home sold through Company-owned retail locations. Consignment Sales and Retail Sales of homes may be financed by the Company, by a third party, or in 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 customers is satisfied which typically occurs upon delivery and transfer of title of the home, as this depicts when control of the promised good is transferred to our customers. For 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 operations. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the homes to the customers. Sales and other similar taxes collected concurrently with revenue-producing activities are excluded from revenue. The Company made an accounting policy election to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. Warranty obligations associated with the sale of a unit are assurance-type warranties for a period of twelve months that are a guarantee of the home’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. The Company has elected to use the practical expedient to expense the incremental costs of obtaining a contract if the amortization period of the asset that the Company would have otherwise recognized is one year or less. Contract costs, which include commissions incurred related to the sale of homes, are expensed at the point-in-time when the related revenue is recognized. For the three months ended March 31, 2019 and 2018, total cost of product sales included $4,327 and $5,975 of costs, mainly relating to up front dealer commission and reimbursed dealer expenses for consignment sales and certain other similar costs incurred for retail store and commercial sales. Other revenue consists of consignment fees, service fees and other miscellaneous income. Consignment fees are charged to independent retailers on a monthly basis for homes held by the independent retailers pursuant to a consignment arrangement until the home is sold to an individual customer. Consignment fees are determined as a percentage of the home’s wholesale price to the independent dealer. Revenue recognition for consignment fees 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 service fees and miscellaneous income is recognized at a point in time when the performance obligation is satisfied. Disaggregation of Revenue . The following table summarizes customer contract revenues disaggregated by source of the revenue for the three months ended March 31, 2019 and 2018: Three months ended March 31, 2019 2018 Product sales: Direct sales $ 4,457 $ 12,499 Commercial sales 12,503 7,034 Consignment sales 10,037 12,751 Retail store sales 3,341 2,559 Other (1) 1,212 2,571 Total product sales 31,550 37,414 Consumer and MHP loans interest: Interest - consumer installment notes 4,130 3,321 Interest - MHP notes 1,400 1,073 Total consumer and MHP loans interest 5,530 4,394 Other 874 878 Total net revenue $ 37,954 $ 42,686 (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 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. 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”) is calculated based on the closing price of the Company’s common stock on the grant date. The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. 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 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. Due to the nature of the grants, the company estimated zero option forfeitures. Share-based payment expense is recorded only for those awards that are expected to vest. 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 FASB issued 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. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous requirements. The Company plans to use longer phase‑in period for adoption and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2020. Modified retrospective application and early adoption is permitted. The Company expects that the adoption of this standard will result in a material increase to assets and liabilities on the consolidated balance sheets but will not have a material impact on the consolidated statement of income and comprehensive income. While the Company is continuing to assess all the effects of adoption, it currently believes the most significant effects relate to (i) the recognition of new right-of-use assets and lease liabilities on its balance sheet for its property and equipment operating leases and (ii) providing significant new disclosures about its leasing activities. In June 2016, the FASB issued an accounting standards update 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 longer phase‑in period for adoption and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2021. 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. In March 2017, the FASB issued ASU 2017‑08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310‑20), Premium Amortization on Purchased Callable Debt Securities (“ASU 2017‑08”), which requires the premium on callable debt securities to be amortized to the earliest call date as opposed to the contractual life of the security. ASU 2017‑08 will be effective beginning with the first quarter of the Company’s fiscal year 2020. 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. |
CONSUMER LOANS RECEIVABLE
CONSUMER LOANS RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
CONSUMER LOANS RECEIVABLE | |
CONSUMER LOANS RECEIVABLE | 2. CONSUMER LOANS RECEIVABLE Consumer loans receivable, net of allowance for loan losses and deferred financing fees, consisted of the following: As of March 31, As of December 31, 2019 2018 Consumer loan receivable $ 102,938 $ 101,049 Loan discount and deferred financing fees, net (3,149) (3,162) Allowance for loan losses (885) (712) Consumer loans receivable, net $ 98,904 $ 97,175 The following table presents a detail of the activity in the allowance for loan losses: Three Months Ended March 31, 2019 2018 Allowance for loan losses, beginning of period $ 712 $ 805 Provision for loan losses 406 118 Charge offs (233) (69) Allowance for loan losses $ 885 $ 854 The impaired and general reserve for allowance for loan losses: As of March 31, As of December 31, 2019 2018 Total consumer loans $ 102,938 $ 101,049 Total allowance for loan losses 885 712 Impaired loans individually evaluated for impairment 1,546 1,445 Specific reserve against impaired loans 456 427 Other loans collectively evaluated for allowance 101,392 99,604 General allowance for loan losses 429 285 As of March 31, 2019 and December 31, 2018, the total principal outstanding for consumer loans on nonaccrual status was $1,546 and $1,445, respectively. A detailed aging of consumer loans receivable that are past due as of March 31, 2019 and December 31, 2018 were as follows: March 31, December 31, 2019 % 2018 % Total consumer loans receivable $ 102,938 100.0 $ 101,049 100.0 Past due consumer loans: 31 - 60 days past due $ 591 0.6 $ 968 1.0 61 - 90 days past due 269 0.3 404 0.4 91 - 120 days past due — — 133 0.1 Greater than 120 days past due 890 0.9 843 0.8 Total past due $ 1,750 1.7 $ 2,348 2.3 |
NOTES RECEIVABLE FROM MOBILE HO
NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”) | 3 Months Ended |
Mar. 31, 2019 | |
NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”) | |
NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”) | 3. NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”) There were no past due MHP Notes as of March 31, 2019 and December 31, 2018 and no charge offs were recorded for MHP Notes during the three months ended March 31, 2019 and 2018, respectively. There is no allowance for loan loss against the MHP Notes as of March 31, 2019 and December 31, 2018. |
OTHER NOTES RECEIVABLE
OTHER NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
OTHER NOTES RECEIVABLE | |
OTHER NOTES RECEIVABLE | 4. OTHER NOTES RECEIVABLE The balance outstanding on the other notes receivable were as follows: As of March 31, As of December 31, 2019 2018 Outstanding principal balance $ 3,658 $ 2,354 Allowance for loan losses (68) (63) Total $ 3,590 $ 2,291 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2019 | |
INVENTORIES | |
INVENTORIES | 5. INVENTORIES Inventories consisted of the following: As of March 31, As of December 31, 2019 2018 Raw materials $ 11,492 $ 13,481 Work in progress 160 526 Finished goods 36,766 35,425 Total $ 48,418 $ 49,432 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: As of March 31, As of December 31, 2019 2018 Land $ 8,616 $ 8,081 Buildings and leasehold improvements 9,344 9,234 Vehicles 1,566 1,477 Machinery and equipment 3,394 3,385 Furniture and fixtures 175 161 Total 23,095 22,338 Less accumulated depreciation (5,451) (5,210) Total property, plant and equipment $ 17,644 $ 17,128 Depreciation expense was $241 with $89 included as a component of cost of product sales for the three‑months ended March 31, 2019 and $196 with $75 included as a component of cost of product sales for the three‑months ended March 31, 2018. |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
OTHER ASSETS | |
OTHER ASSETS | 7. OTHER ASSETS Other assets includes prepaid rent in the amount of $1,726 and $1,412 at March 31, 2019 and December 31, 2018, respectively, and repossessed loans of $1,328 and $1,175 at March 31, 2019 and December 31, 2018, respectively. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
ACCRUED LIABILITIES | |
ACCRUED LIABILITIES | 8. ACCRUED LIABILITIES Accrued liabilities consisted of the following at March 31, 2019 and December 31, 2018: As of March 31, As of December 31, 2019 2018 Warranty liability $ 2,886 $ 3,027 Litigation reserve 495 570 Federal and state taxes payable 4,255 2,252 Accrued expenses & other accrued liabilities 2,673 3,307 Total $ 10,309 $ 9,156 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
DEBT | |
DEBT | 9. DEBT Lines of Credit Revolver 1 The Company has a revolving line of credit (“Revolver 1”) with Capital One, N.A. with a maximum credit limit of $45,000 as of March 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 to $45,000. For the three months ended March 31, 2019 and for the year ended December 31, 2018, Revolver 1 accrued interest at one month LIBOR plus 2.40%. The interest rates in effect as of March 31, 2019 and December 31, 2018 were 4.88% 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 $39,839 and $41,321 at March 31, 2019 and December 31, 2018, respectively. The Company was in compliance with all required covenants as of March 31, 2019. For the three months ended March 31, 2019 and 2018, interest expense was $73 and $416, respectively. The outstanding balance as of March 31, 2019 and December 31, 2018 $5,161 and $3,679, respectively. The Company was in compliance with the other financial covenants that it maintain a tangible net worth of at least $90,000 and that it maintain a ratio of debt to EBITDA of 4 to 1 or less. Revolver 2 In April 2016, the Company entered into an agreement with Veritex Community Bank to secure an additional revolving line of credit of $15,000 (“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 March 31, 2019 and December 31, 2018 were 4.99% and 4.85%, respectively. On May 12, 2017, the Company entered into an agreement to increase the line of credit to $20,000. 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 $17,999 and $10,000 at March 31, 2019 and December 31, 2018, respectively. The Company was in compliance with all required covenants as of March 31, 2019. For the three months ended March 31, 2019 and 2018, interest expense was $61 and $154, respectively. The outstanding balance as of March 31, 2019 and December 31, 2018 was $2,001 and $10,000. The Company was in compliance with the other financial covenants that it maintain a tangible net worth of at least $80,000. Notes Payable On April 7, 2011, the Company signed a promissory note for $4,830 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. On April 7, 2018, the promissory note with Woodhaven Bank was renewed with varying amounts of principal and interest due through the maturity date, April 7, 2033. The promissory note calls for monthly payments of $30 with a final payment due at maturity. The interest rates in effect as of March 31, 2019 and December 31, 2018 were 4.25% and 4.25%, respectively. The note is secured by certain real property of the Company. Interest expense was $38 and $40 for the three months ended March 31, 2019 and 2018, respectively. The balance outstanding on the note payable at March 31, 2019 and December 31, 2018 was $3,506 and $3,552, respectively. On May 24, 2016, the Company signed a promissory note for $515 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 until June 1, 2026. Interest expense was $1 and $7 for the three months ended March 31, 2019 and 2018, respectively. The balance outstanding on the note payable at December 31, 2018 was $414. In January 2019, this note was paid in full. Future minimum principal payments on notes payable at March 31, 2019 were as follows: 2019 $ 138 2020 191 2021 201 2022 210 2023 219 Thereafter 2,547 $ 3,506 On February 2, 2016, the Company entered into a $1,500 note payable agreement with stated annual interest rates of 3.75% with a related party through common ownership. The note is due on demand. Interest paid on the note payable was $14 for the three months ended March 31, 2018. In October 2018, this note payable was paid in full. 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 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 $10,000 which can be drawn upon to fund Project improvements and capital expenditures as defined in the agreement. If funds are drawn, the Company 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 1st 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 March 31, 2019, the Company had not drawn on this credit facility. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 10. SHARE-BASED COMPENSATION Pursuant to the Legacy Housing Corporation 2018 Incentive Compensation Plan (the “Compensation Plan”), the Company may issue up to 10.0 million equity awards to employees, directors, consultants and nonemployee service providers in the form of stock options, stock and stock appreciation rights. Stock options may be granted with a contractual life of up to ten years. At March 31, 2019, the Company had 9.8 million shares available for grant under the Compensation Plan. The Company granted 120,000 restricted shares of its common stock to members of senior management. The shares were granted on February 7, 2019 and had a grant date fair value of $234. The shares vest at a rate of 14.3% annually, beginning on February 7, 2019, and becoming fully vested on February 7, 2025. The Company granted 2,936 restricted shares of its common stock to the independent directors on the Company’s Board of Directors. The shares were granted on February 7, 2019 and become fully vested on December 13, 2019. The following is a summary of restricted stock units (the “RSU”) activity (in thousands, except per unit data): Number of Units Weighted Average Fair Value Outstanding, January 1, 2019 - - Granted 123 $ 13.63 Vested 17 $ 13.63 Outstanding, March 31, 2019 106 $ 13.63 As of March 31, 2019, approximately 106,000 RSUs remained unvested. Unrecognized compensation expense related to these RSUs at March 31, 2019 was $1,402 and is expected to be recognized over 5.86 years. The Company granted 58,694 incentive stock options to a member of senior management. The options were granted on February 7, 2019 at an exercise price of $13.63 per share. The options vest at a rate of 12.5% annually, beginning on February 7, 2019, and becoming fully vested on February 7, 2026. All options expire ten years after the date of grant. Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: risk free interest rate of 2.41%; dividend yield of 0.00%; expected volatility of common stock of 65.0% and expected life of options of 7.9 years. The following is a summary of option activity (in thousands, except per unit data): Number of Units Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, January 1, 2019 - - - - - Granted 59 $ 13.63 $ 7.69 6.86 $ 102 Exercised - - - - - Forfeited - - - - - Outstanding, March 31, 2019 59 $ 13.63 $ 7.69 6.86 $ 102 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | 11. INCOME TAXES The provision for income tax expense for the three months ended March 31, 2019 and 2018 was $2.0 million and $4.0 million, respectively. The effective tax rate for the three months ended March 31, 2019 was 21.8% and differs from the statutory rate of 21% due to state income taxes. The effective tax rate for the three months ended March 31, 2018 was 42.7% and differs from the statutory rate of 21% due to deferred tax expense associated with the corporate reorganization, state income taxes and other permanent differences between book and tax basis. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for independent retailers of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to retailers in the event of default by the retailer. The Company’s obligation under these repurchase agreements ceases upon the purchase of the home by the retail customer. The maximum amount for which the Company was liable under such agreements approximated $1,549 and $2,186 at March 31, 2019 and December 31, 2018, respectively, without reduction for the resale value of the homes. The Company considers its obligations on current contracts to be immaterial and accordingly have not recorded any reserve for repurchase commitment as of March 31, 2019 or December 31, 2018. Leases. The Company leases facilities under operating leases that typically have 10 ‑year terms. These leases usually offer the Company a right of first refusal that affords the Company the option to purchase the leased premises under certain terms in the event the landlord attempts to sell the leased premises to a third party. Rent expense was $131 and $91 for the three months ended March 31, 2019 and 2018, respectively. The Company also subleases properties to third parties, ranging from 3 ‑year to 11 ‑year terms with various renewal options. Rental income from the subleased property was approximately $89 and $92 for the three months ended March 31, 2019 and 2018, respectively. Future minimum lease commitments under all non‑cancelable operating leases for each of the next five years at March 31, 2019, are as follows: 2019 $ 451 2020 513 2021 450 2022 374 2023 318 Thereafter 969 Total $ 3,075 Legal Matters The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. Certain of the claims pending against the Company in these proceedings allege, among other things, breach of contract and warranty, product liability and personal injury. Although litigation is inherently uncertain, based on past experience and the information currently available, management does not believe that the currently pending and threatened litigation or claims will have a material adverse effect on the Company’s financial position, liquidity or results of operations. However, future events or circumstances currently unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting periods. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2019 | |
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 13. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Derivative Financial Instruments On February 2, 2012, the Company entered into a master interest rate swap agreement. The Company elected not to designate the interest rate swap agreements as cash flow hedges and, therefore, gains or losses on the agreements as well as the other offsetting gains or losses on the hedged items attributable to the hedged risk are recognized in current earnings. ASC 815‑10, Derivatives and Hedging , requires derivative instruments to be measured at fair value and recorded in the statements of financial position as either assets or liabilities. Fair Value Measurements The Company accounts for its investments and derivative instruments in accordance with ASC 820‑10, Fair Value Measurement, which among other things provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurement) and the lowest priority to unobservable inputs (Level III measurements). The three levels of fair value hierarchy under ASC 820‑10, Fair Value Measurement , are as follows: Level I Quoted prices are available in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date . Level II Significant observable inputs other than quoted prices in active markets for which inputs to the valuation methodology include: (1) Quoted prices for similar assets or liabilities in active markets; (2) Quoted prices for identical or similar assets or liabilities in inactive markets; (3) Inputs other than quoted prices that are observable; (4) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability. Level III Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities. The asset or liability fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement . Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, consumer loans, MHP Notes, other notes, accounts payable, lines of credit, notes payable, and dealer portion of consumer loans. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short‑term maturities or expected settlement dates of these instruments. This is considered a Level I valuation technique. The MHP Notes, other notes, lines of credit, and notes payable have variable interest rates that reflect market rates and their fair value approximates their carrying value. This is considered a Level II valuation technique. The Company also assessed the fair value of the consumer loans receivable based on the discounted value of the remaining principal and interest cash flows. The Company determined that the fair value of the consumer loan portfolio was approximately $105,108 compared to the book value of $98,904 as of March 31, 2019, and a fair value of approximately $109,231 compared to the book value of $97,175 as of December 31, 2018. This is a Level III valuation technique. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 14. EARNINGS PER SHARE Basic earnings per common share (“EPS”) is computed based on the weighted‑average number of common shares outstanding during each reporting period. Diluted EPS is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the dilutive common shares been issued. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS. Three months ended March 31, 2019 2018 Numerator: Net income (in 000's) $ 7,213 $ 5,361 Denominator: Basic weighted-average common shares outstanding 24,516,762 20,000,000 Effect of dilutive securites: Restricted stock grants 54,326 - Diluted weighted-average common shares outstanding 24,571,088 20,000,000 Earnings per share attributable to Legacy Housing Corp Basic $ 0.29 $ 0.27 Diluted $ 0.29 $ 0.27 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS Bell Mobile Homes, a retailer owned by one of the Company’s significant owners, purchases manufactured homes from the Company. Accounts receivable balances due from Bell Mobile Homes were $481 and $414 as of March 31, 2019 and December 31, 2018, respectively. Accounts payable balances due to Bell Mobile Homes for maintenance and related services were $0 and $123 as of March 31, 2019 and December 31, 2018, respectively. Home sales to Bell Mobile Homes were $858 and $583 for the three months ended March 31, 2019 and 2018, respectively. Shipley Bros., Ltd. (“Shipley Bros.”), a retailer owned by one of the Company’s significant shareholders, purchases manufactured homes from the Company. Accounts receivable balances due from Shipley Bros. were $224 and $832 as of March 31, 2019 and December 31, 2018, respectively. On February 2, 2016, the Company entered into a $1,500 note payable agreement with stated annual interest rates of 3.75% with a related party through common ownership. The note was due on demand. Interest paid on the note payable to Shipley and Sons was $14 for the three months ended March 31, 2018. On October 18, 2018, this note payable was paid in full. At March 31, 2019, the Company has a receivable of $375 from a principal shareholder for certain business expenses related to a potential business venture. This amount is included in the Company’s accounts receivable balance as of March 31, 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS On April 17, 2019, the Company purchased 300,000 shares of its common stock at the price of $10.20 per share, pursuant to the Company’s repurchase program. Under the repurchase program, the Company may purchase up to $10,000 of its common stock, Share purchases may be made from time to time in the open market or through privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations. These repurchases may be commenced or suspended at any time or from time to time without prior notice. In connection with the preparation of these financial statements, an evaluation of subsequent events was performed through the date of filing and there were no other events that have occurred that would require adjustments to the financial statements. |
NATURE OF OPERATIONS (Policies)
NATURE OF OPERATIONS (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
NATURE OF OPERATIONS | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements as of March 31, 2019 and for the three months ended March 31, 2019 and 2018, 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 consolidated 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, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or any other period. The accompanying consolidated balance sheet as of December 31, 2018 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2018 (the "Form 10-K"). The accompanying consolidated 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 prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates | 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, consumer loans and notes receivable, inventory obsolescence, repossessed assets, income taxes, fair value of financial instruments, contingent liabilities and accruals related to warranty costs. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606) , which outlines a comprehensive five‑step model for entities to use in accounting for revenue arising from contracts with customers and supersedes most previous revenue recognition guidance, including industry‑specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the requirements of the new revenue standard on January 1, 2019 using the modified retrospective transition method which did not have a material impact on the financial statements. The new guidance under ASU 2014-09 is applicable to our product sales which includes sales of homes through various sales channels, and other revenue which includes consignment fees, service fees and miscellaneous income. Income generated from interest, other lending activities, and investment income are excluded from ASU 2014-09 and will continue to be accounted for under existing guidance. For those revenue streams that are subject to ASU 2014-09, the Company evaluated the impact of adopting the new standard on our revenue recognition policies under existing guidance and determined there is no impact. The adoption did not have a significant impact on the consolidated operating results, financial position or cash flows of the Company. The Company’s evaluation of ASU 2014-09 impact on primary revenue streams are as follows: 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 home sold through Company-owned retail locations. Consignment Sales and Retail Sales of homes may be financed by the Company, by a third party, or in 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 customers is satisfied which typically occurs upon delivery and transfer of title of the home, as this depicts when control of the promised good is transferred to our customers. For 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 operations. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the homes to the customers. Sales and other similar taxes collected concurrently with revenue-producing activities are excluded from revenue. The Company made an accounting policy election to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. Warranty obligations associated with the sale of a unit are assurance-type warranties for a period of twelve months that are a guarantee of the home’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. The Company has elected to use the practical expedient to expense the incremental costs of obtaining a contract if the amortization period of the asset that the Company would have otherwise recognized is one year or less. Contract costs, which include commissions incurred related to the sale of homes, are expensed at the point-in-time when the related revenue is recognized. For the three months ended March 31, 2019 and 2018, total cost of product sales included $4,327 and $5,975 of costs, mainly relating to up front dealer commission and reimbursed dealer expenses for consignment sales and certain other similar costs incurred for retail store and commercial sales. Other revenue consists of consignment fees, service fees and other miscellaneous income. Consignment fees are charged to independent retailers on a monthly basis for homes held by the independent retailers pursuant to a consignment arrangement until the home is sold to an individual customer. Consignment fees are determined as a percentage of the home’s wholesale price to the independent dealer. Revenue recognition for consignment fees 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 service fees and miscellaneous income is recognized at a point in time when the performance obligation is satisfied. Disaggregation of Revenue . The following table summarizes customer contract revenues disaggregated by source of the revenue for the three months ended March 31, 2019 and 2018: Three months ended March 31, 2019 2018 Product sales: Direct sales $ 4,457 $ 12,499 Commercial sales 12,503 7,034 Consignment sales 10,037 12,751 Retail store sales 3,341 2,559 Other (1) 1,212 2,571 Total product sales 31,550 37,414 Consumer and MHP loans interest: Interest - consumer installment notes 4,130 3,321 Interest - MHP notes 1,400 1,073 Total consumer and MHP loans interest 5,530 4,394 Other 874 878 Total net revenue $ 37,954 $ 42,686 (1) Other product sales revenue from ancillary products and services including parts, freight and other services |
Share-based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with the provisions of 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. 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”) is calculated based on the closing price of the Company’s common stock on the grant date. The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. 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 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. Due to the nature of the grants, the company estimated zero option forfeitures. Share-based payment expense is recorded only for those awards that are expected to vest. |
Recent Accounting Pronouncements | 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 FASB issued 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. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous requirements. The Company plans to use longer phase‑in period for adoption and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2020. Modified retrospective application and early adoption is permitted. The Company expects that the adoption of this standard will result in a material increase to assets and liabilities on the consolidated balance sheets but will not have a material impact on the consolidated statement of income and comprehensive income. While the Company is continuing to assess all the effects of adoption, it currently believes the most significant effects relate to (i) the recognition of new right-of-use assets and lease liabilities on its balance sheet for its property and equipment operating leases and (ii) providing significant new disclosures about its leasing activities. In June 2016, the FASB issued an accounting standards update 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 longer phase‑in period for adoption and accordingly this ASU is effective for the Company’s fiscal year beginning January 1, 2021. 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. In March 2017, the FASB issued ASU 2017‑08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310‑20), Premium Amortization on Purchased Callable Debt Securities (“ASU 2017‑08”), which requires the premium on callable debt securities to be amortized to the earliest call date as opposed to the contractual life of the security. ASU 2017‑08 will be effective beginning with the first quarter of the Company’s fiscal year 2020. 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. |
Fair Value Measurements | Fair Value Measurements The Company accounts for its investments and derivative instruments in accordance with ASC 820‑10, Fair Value Measurement, which among other things provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurement) and the lowest priority to unobservable inputs (Level III measurements). The three levels of fair value hierarchy under ASC 820‑10, Fair Value Measurement , are as follows: Level I Quoted prices are available in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date . Level II Significant observable inputs other than quoted prices in active markets for which inputs to the valuation methodology include: (1) Quoted prices for similar assets or liabilities in active markets; (2) Quoted prices for identical or similar assets or liabilities in inactive markets; (3) Inputs other than quoted prices that are observable; (4) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability. Level III Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities. The asset or liability fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, consumer loans, MHP Notes, other notes, accounts payable, lines of credit, notes payable, and dealer portion of consumer loans. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short‑term maturities or expected settlement dates of these instruments. This is considered a Level I valuation technique. The MHP Notes, other notes, lines of credit, and notes payable have variable interest rates that reflect market rates and their fair value approximates their carrying value. This is considered a Level II valuation technique. The Company also assessed the fair value of the consumer loans receivable based on the discounted value of the remaining principal and interest cash flows. The Company determined that the fair value of the consumer loan portfolio was approximately $105,108 compared to the book value of $98,904 as of March 31, 2019, and a fair value of approximately $109,231 compared to the book value of $97,175 as of December 31, 2018. This is a Level III valuation technique. |
NATURE OF OPERATIONS (Tables)
NATURE OF OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
NATURE OF OPERATIONS | |
Schedule of disaggregation of revenue | Three months ended March 31, 2019 2018 Product sales: Direct sales $ 4,457 $ 12,499 Commercial sales 12,503 7,034 Consignment sales 10,037 12,751 Retail store sales 3,341 2,559 Other (1) 1,212 2,571 Total product sales 31,550 37,414 Consumer and MHP loans interest: Interest - consumer installment notes 4,130 3,321 Interest - MHP notes 1,400 1,073 Total consumer and MHP loans interest 5,530 4,394 Other 874 878 Total net revenue $ 37,954 $ 42,686 (1) Other product sales revenue from ancillary products and services including parts, freight and other services |
CONSUMER LOANS RECEIVABLE (Tabl
CONSUMER LOANS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
CONSUMER LOANS RECEIVABLE | |
Schedule of Consumer loans receivable, net of allowance for loan losses and deferred financing fees | As of March 31, As of December 31, 2019 2018 Consumer loan receivable $ 102,938 $ 101,049 Loan discount and deferred financing fees, net (3,149) (3,162) Allowance for loan losses (885) (712) Consumer loans receivable, net $ 98,904 $ 97,175 |
Schedule of allowance for loan losses | Three Months Ended March 31, 2019 2018 Allowance for loan losses, beginning of period $ 712 $ 805 Provision for loan losses 406 118 Charge offs (233) (69) Allowance for loan losses $ 885 $ 854 |
Schedule of impaired and general reserve for allowance for loan losses | As of March 31, As of December 31, 2019 2018 Total consumer loans $ 102,938 $ 101,049 Total allowance for loan losses 885 712 Impaired loans individually evaluated for impairment 1,546 1,445 Specific reserve against impaired loans 456 427 Other loans collectively evaluated for allowance 101,392 99,604 General allowance for loan losses 429 285 |
Schedule of consumer loans receivable that are past due | March 31, December 31, 2019 % 2018 % Total consumer loans receivable $ 102,938 100.0 $ 101,049 100.0 Past due consumer loans: 31 - 60 days past due $ 591 0.6 $ 968 1.0 61 - 90 days past due 269 0.3 404 0.4 91 - 120 days past due — — 133 0.1 Greater than 120 days past due 890 0.9 843 0.8 Total past due $ 1,750 1.7 $ 2,348 2.3 |
OTHER NOTES RECEIVABLE (Tables)
OTHER NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
OTHER NOTES RECEIVABLE | |
Schedule of balance outstanding on the other notes receivable | As of March 31, As of December 31, 2019 2018 Outstanding principal balance $ 3,658 $ 2,354 Allowance for loan losses (68) (63) Total $ 3,590 $ 2,291 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
INVENTORIES | |
Schedule of inventory | As of March 31, As of December 31, 2019 2018 Raw materials $ 11,492 $ 13,481 Work in progress 160 526 Finished goods 36,766 35,425 Total $ 48,418 $ 49,432 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | As of March 31, As of December 31, 2019 2018 Land $ 8,616 $ 8,081 Buildings and leasehold improvements 9,344 9,234 Vehicles 1,566 1,477 Machinery and equipment 3,394 3,385 Furniture and fixtures 175 161 Total 23,095 22,338 Less accumulated depreciation (5,451) (5,210) Total property, plant and equipment $ 17,644 $ 17,128 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
ACCRUED LIABILITIES | |
Schedule of accrued liabilities | As of March 31, As of December 31, 2019 2018 Warranty liability $ 2,886 $ 3,027 Litigation reserve 495 570 Federal and state taxes payable 4,255 2,252 Accrued expenses & other accrued liabilities 2,673 3,307 Total $ 10,309 $ 9,156 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
DEBT | |
Schedule of future minimum principal payments on notes payable | 2019 $ 138 2020 191 2021 201 2022 210 2023 219 Thereafter 2,547 $ 3,506 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
SHARE-BASED COMPENSATION | |
Schedule of restricted stock units activity | The following is a summary of restricted stock units (the “RSU”) activity (in thousands, except per unit data): Number of Units Weighted Average Fair Value Outstanding, January 1, 2019 - - Granted 123 $ 13.63 Vested 17 $ 13.63 Outstanding, March 31, 2019 106 $ 13.63 |
Schedule of stock option activity | The following is a summary of option activity (in thousands, except per unit data): Number of Units Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, January 1, 2019 - - - - - Granted 59 $ 13.63 $ 7.69 6.86 $ 102 Exercised - - - - - Forfeited - - - - - Outstanding, March 31, 2019 59 $ 13.63 $ 7.69 6.86 $ 102 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum lease commitments | 2019 $ 451 2020 513 2021 450 2022 374 2023 318 Thereafter 969 Total $ 3,075 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE | |
Summary of reconciliation of the numerators and denominators used in the computations of both basic and diluted EPS | Three months ended March 31, 2019 2018 Numerator: Net income (in 000's) $ 7,213 $ 5,361 Denominator: Basic weighted-average common shares outstanding 24,516,762 20,000,000 Effect of dilutive securites: Restricted stock grants 54,326 - Diluted weighted-average common shares outstanding 24,571,088 20,000,000 Earnings per share attributable to Legacy Housing Corp Basic $ 0.29 $ 0.27 Diluted $ 0.29 $ 0.27 |
NATURE OF OPERATIONS - IPO and
NATURE OF OPERATIONS - IPO and Corporate Conversion (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Jan. 31, 2019 | Dec. 31, 2018 |
Nature of operations | |||
Shares of its common stock issued | 20,000,000 | ||
Initial public offering (“IPO”) | |||
Nature of operations | |||
Shares of its common stock issued | 600,000 | 4,000,000 | |
Share price | $ 12 | $ 12 | |
Underwriting discounts and offering expenses paid | $ 504 | $ 4,504 | |
Proceeds from IPO net of underwriting discounts and offering expenses | $ 6,696 | $ 43,492 |
NATURE OF OPERATIONS - Revenue
NATURE OF OPERATIONS - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | |
Disaggregation of revenue | |||
Incremental costs of obtaining a contract | true | ||
Dealer commission, reimbursed dealer expenses and other similar costs | $ 4,327 | $ 5,975 | |
ASU 2014-09 | |||
Disaggregation of revenue | |||
Impact of adoption | $ 0 |
NATURE OF OPERATIONS - Disaggre
NATURE OF OPERATIONS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Product sales | $ 31,550 | $ 37,414 |
Consumer and MHP loans interest: | ||
Interest - consumer installments notes | 4,130 | 3,321 |
Interest - MHP notes | 1,400 | 1,073 |
Total consumer and MHP loans interest | 5,530 | 4,394 |
Other | 874 | 878 |
Total net revenue | 37,954 | 42,686 |
Direct sales | ||
Disaggregation of Revenue [Line Items] | ||
Product sales | 4,457 | 12,499 |
Commercial sales | ||
Disaggregation of Revenue [Line Items] | ||
Product sales | 12,503 | 7,034 |
Consignment sales | ||
Disaggregation of Revenue [Line Items] | ||
Product sales | 10,037 | 12,751 |
Retail store sales | ||
Disaggregation of Revenue [Line Items] | ||
Product sales | 3,341 | 2,559 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Product sales | $ 1,212 | $ 2,571 |
CONSUMER LOANS RECEIVABLE - Con
CONSUMER LOANS RECEIVABLE - Consumer loans receivable, net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
CONSUMER LOANS RECEIVABLE | ||||
Consumer loan receivable | $ 102,938 | $ 101,049 | ||
Loan discount and deferred financing fees, net | (3,149) | (3,162) | ||
Allowance for loan losses | (885) | (712) | $ (854) | $ (805) |
Consumer loans receivable, net | $ 98,904 | $ 97,175 |
CONSUMER LOANS RECEIVABLE - All
CONSUMER LOANS RECEIVABLE - Allowance for loan losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSUMER LOANS RECEIVABLE | ||
Allowance for loan losses, beginning of period | $ 712 | $ 805 |
Provision for loan losses | 406 | 118 |
Charge offs | (233) | (69) |
Allowance for loan losses, end of period | $ 885 | $ 854 |
CONSUMER LOANS RECEIVABLE - Imp
CONSUMER LOANS RECEIVABLE - Impaired and general reserve for allowance for loan losses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
CONSUMER LOANS RECEIVABLE | ||||
Total consumer loans | $ 102,938 | $ 101,049 | ||
Total allowance for loan losses | 885 | 712 | $ 854 | $ 805 |
Impaired loans individually evaluated for impairment | 1,546 | 1,445 | ||
Specific reserve against impaired loans | 456 | 427 | ||
Other loans collectively evaluated for allowance | 101,392 | 99,604 | ||
General allowance for loan losses | $ 429 | $ 285 |
CONSUMER LOANS RECEIVABLE - Agi
CONSUMER LOANS RECEIVABLE - Aging of consumer loans receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Past due consumer loans: | ||
Principal outstanding on consumer loans | $ 1,546 | $ 1,445 |
Total consumer loans | $ 102,938 | $ 101,049 |
Total consumer loans receivable (as a percent) | 100.00% | 100.00% |
Consumer loans receivable past due | $ 1,750 | $ 2,348 |
Consumer loans receivable past due (Percent) | 1.70% | 2.30% |
31 - 60 days past due | ||
Past due consumer loans: | ||
Consumer loans receivable past due | $ 591 | $ 968 |
Consumer loans receivable past due (Percent) | 0.60% | 1.00% |
61 - 90 days past due | ||
Past due consumer loans: | ||
Consumer loans receivable past due | $ 269 | $ 404 |
Consumer loans receivable past due (Percent) | 0.30% | 0.40% |
91 - 120 days past due | ||
Past due consumer loans: | ||
Consumer loans receivable past due | $ 133 | |
Consumer loans receivable past due (Percent) | 0.10% | |
Greater than 120 days past due | ||
Past due consumer loans: | ||
Consumer loans receivable past due | $ 890 | $ 843 |
Consumer loans receivable past due (Percent) | 0.90% | 0.80% |
NOTES RECEIVABLE FROM MOBILE _2
NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”) (Details) - RECEIVABLE FROM MOBILE HOME PARKS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Notes Receivable | |||
Receivable past due | $ 0 | $ 0 | |
Charge offs | 0 | $ 0 | |
Allowance for loan losses | $ 0 | $ 0 |
OTHER NOTES RECEIVABLE (Details
OTHER NOTES RECEIVABLE (Details) - Other Note Receivable - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Notes Receivable | ||
Outstanding principal balance | $ 3,658 | $ 2,354 |
Allowance for loan losses | (68) | (63) |
Total | $ 3,590 | $ 2,291 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
INVENTORIES | ||
Raw materials | $ 11,492 | $ 13,481 |
Work in progress | 160 | 526 |
Finished goods | 36,766 | 35,425 |
Total | $ 48,418 | $ 49,432 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
PROPERTY, PLANT AND EQUIPMENT | |||
Total | $ 23,095 | $ 22,338 | |
Less accumulated depreciation | (5,451) | (5,210) | |
Total property, plant and equipment | 17,644 | 17,128 | |
Depreciation expense | 241 | $ 196 | |
Cost of product sales | |||
PROPERTY, PLANT AND EQUIPMENT | |||
Depreciation expense | 89 | $ 75 | |
Land | |||
PROPERTY, PLANT AND EQUIPMENT | |||
Total | 8,616 | 8,081 | |
Buildings and leasehold improvements | |||
PROPERTY, PLANT AND EQUIPMENT | |||
Total | 9,344 | 9,234 | |
Vehicles | |||
PROPERTY, PLANT AND EQUIPMENT | |||
Total | 1,566 | 1,477 | |
Machinery and equipment | |||
PROPERTY, PLANT AND EQUIPMENT | |||
Total | 3,394 | 3,385 | |
Furniture and fixtures | |||
PROPERTY, PLANT AND EQUIPMENT | |||
Total | $ 175 | $ 161 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
OTHER ASSETS | ||
Prepaid rent | $ 1,726 | $ 1,412 |
Repossessed loans | $ 1,328 | $ 1,175 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ACCRUED LIABILITIES | ||
Warranty liability | $ 2,886 | $ 3,027 |
Litigation reserve | 495 | 570 |
Federal and state taxes payable | 4,255 | 2,252 |
Accrued expenses & other accrued liabilities | 2,673 | 3,307 |
Accrued Liabilities | $ 10,309 | $ 9,156 |
DEBT - Lines of Credit (Details
DEBT - Lines of Credit (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2016USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | May 12, 2017USD ($) | |
Lines of Credit | |||||
Outstanding balance | $ 7,163 | $ 13,679 | |||
Revolver 1 | |||||
Lines of Credit | |||||
Maximum borrowing capacity | $ 45,000 | $ 45,000 | |||
Effective interest rate | 4.88% | 4.78% | |||
Amount of available credit | $ 39,839 | $ 41,321 | |||
Interest expense | 73 | $ 416 | |||
Outstanding balance | 5,161 | $ 3,679 | |||
Tangible net worth | $ 90,000 | ||||
Debt to EBITDA ratio | 4 | ||||
Revolver 1 | London Interbank Offered Rate (LIBOR) | |||||
Lines of Credit | |||||
Spread rate | 2.40% | 2.40% | |||
Revolver 2 | |||||
Lines of Credit | |||||
Maximum borrowing capacity | $ 15,000 | $ 20,000 | |||
Effective interest rate | 4.99% | 4.85% | |||
Amount of available credit | $ 17,999 | $ 10,000 | |||
Interest expense | 61 | $ 154 | |||
Outstanding balance | 2,001 | $ 10,000 | |||
Tangible net worth | $ 80,000 | ||||
Revolver 2 | London Interbank Offered Rate (LIBOR) | |||||
Lines of Credit | |||||
Spread rate | 2.50% |
DEBT - Notes Payable (Details)
DEBT - Notes Payable (Details) - USD ($) $ in Thousands | Apr. 07, 2018 | May 24, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 07, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | Feb. 02, 2016 | Apr. 07, 2011 |
Notes Payable | |||||||||
Outstanding balance | $ 3,506 | ||||||||
Future minimum principal payments on notes payable | |||||||||
2019 | 138 | ||||||||
2020 | 191 | ||||||||
2021 | 201 | ||||||||
2022 | 210 | ||||||||
2023 | 219 | ||||||||
Thereafter | 2,547 | ||||||||
Total | $ 3,506 | ||||||||
Promissory note with Woodhaven Bank | |||||||||
Notes Payable | |||||||||
Face amount | $ 4,830 | ||||||||
Interest rate | 3.85% | ||||||||
Principal and interest payments | $ 30 | ||||||||
Frequency of periodic payment | monthly | ||||||||
Effective interest rate | 4.25% | 4.25% | |||||||
Interest expense | $ 38 | $ 40 | |||||||
Outstanding balance | 3,506 | $ 3,552 | |||||||
Future minimum principal payments on notes payable | |||||||||
Total | 3,506 | 3,552 | |||||||
Promissory note with Woodhaven Bank | Prime Rate | |||||||||
Notes Payable | |||||||||
Spread rate | 0.60% | ||||||||
Promissory note with Eagle One LLC | |||||||||
Notes Payable | |||||||||
Face amount | $ 515 | ||||||||
Interest rate | 6.00% | ||||||||
Principal and interest payments | $ 6 | ||||||||
Frequency of periodic payment | monthly | ||||||||
Interest expense | $ 1 | 7 | |||||||
Outstanding balance | 414 | ||||||||
Future minimum principal payments on notes payable | |||||||||
Total | $ 414 | ||||||||
Related party notes payable | |||||||||
Notes Payable | |||||||||
Face amount | $ 1,500 | ||||||||
Interest rate | 3.75% | ||||||||
Interest expense | $ 14 | ||||||||
PILOT Agreement | |||||||||
Notes Payable | |||||||||
Maximum borrowing capacity | $ 10,000 | ||||||||
Interest rate | 6.00% |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - $ / shares $ / shares in Thousands | Feb. 07, 2019 | Mar. 31, 2019 |
SHARE-BASED COMPENSATION | ||
Number of shares may be issued to employees, directors, consultants and nonemployee service providers in the form of stock options, stock and stock appreciation rights | 10,000,000 | |
Number of shares available for grant | 9,800,000 | |
Stock options | ||
SHARE-BASED COMPENSATION | ||
Contractual life | 10 years | |
Senior management | Restricted shares | ||
SHARE-BASED COMPENSATION | ||
Restricted shares granted (in shares) | 120,000 | |
Grant date fair value | $ 234 | |
Vesting percentage | 14.30% | |
Senior management | Stock options | ||
SHARE-BASED COMPENSATION | ||
Vesting percentage | 12.50% | |
Independent directors | Restricted shares | ||
SHARE-BASED COMPENSATION | ||
Restricted shares granted (in shares) | 2,936 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted stock units (Details) - Restricted stock units $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Number of units | |
Granted | shares | 123 |
Vested | shares | 17 |
Outstanding at the end | shares | 106 |
Weighted average fair value | |
Granted (in dollars per share) | $ / shares | $ 13.63 |
Vested (in dollars per share) | $ / shares | 13.63 |
Outstanding at the end (in dollars per share) | $ / shares | $ 13.63 |
Unrecognized compensation expense | $ | $ 1,402 |
Unrecognized compensation expense, recognition period | 5 years 10 months 10 days |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock options (Details) - Stock options - $ / shares | Feb. 07, 2019 | Mar. 31, 2019 |
Fair value assumptions for options granted | ||
Risk free interest rate | 2.41% | |
Dividend yield | 0.00% | |
Expected volatility | 65.00% | |
Expected life | 7 years 10 months 24 days | |
Stock options granted (in shares) | 59,000 | |
Exercise price (in dollar per share) | $ 13.63 | |
Expiration period | 10 years | |
Senior management | ||
Fair value assumptions for options granted | ||
Stock options granted (in shares) | 58,694 | |
Exercise price (in dollar per share) | $ 13.63 | |
Vesting percentage | 12.50% |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Stock options activity (Details) - Stock options $ / shares in Units, shares in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Number of units | |
Granted | shares | 59 |
Outstanding at the end | shares | 59 |
Weighted Average Exercise Price | |
Granted (in dollars per share) | $ 13.63 |
Outstanding at the end | 13.63 |
Weighted Average Fair Value | |
Granted (in dollars per share) | 7.69 |
Outstanding at the end | $ 7.69 |
Granted (in years) | 6 years 10 months 10 days |
Outstanding at the end (in years) | 6 years 10 months 10 days |
Granted (in dollars) | $ 102 |
Outstanding at the end (in dollars) | $ | $ 102 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
INCOME TAXES | ||
Income tax expense | $ 2,008 | $ 3,990 |
Effective tax rate (as a percent) | 21.80% | 42.70% |
Statutory rate (as a percent) | 21.00% | 21.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Repurchase agreements | ||
Commitment | ||
Repurchase commitment | $ 1,549 | $ 2,186 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases | ||
Operating lease, term of contract (in years) | 10 years | |
Rent expense | $ 131 | $ 91 |
Sublease rental income | 89 | $ 92 |
Future minimum lease commitments | ||
2019 | 451 | |
2020 | 513 | |
2021 | 450 | |
2022 | 374 | |
2023 | 318 | |
Thereafter | 969 | |
Operating Leases, Future Minimum Payments Due, Total | $ 3,075 | |
Minimum | ||
Leases | ||
Sublease, term of contract (in years) | 3 years | |
Maximum | ||
Leases | ||
Sublease, term of contract (in years) | 11 years |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Derivative Financial Instruments (Details) - Interest rate swap agreement - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 12, 2017 | |
Derivative instruments | ||||
Losses resulted from changes in fair values of the interest rate swap agreement | $ 16 | $ 7 | ||
Line of credit | ||||
Derivative instruments | ||||
Interest rate swap agreement | $ 8,000 | |||
Prepaid Expenses and Other Current Assets | ||||
Derivative instruments | ||||
Fair values of interest rate swap agreement | $ 50 | $ 80 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair value of financial instruments | ||
Book value of loans | $ 98,904 | $ 97,175 |
Level 3 | ||
Fair value of financial instruments | ||
Fair value of loans | $ 105,108 | $ 109,231 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income | $ 7,213 | $ 5,361 |
Denominator: | ||
Basic weighted-average common shares outstanding | 24,516,762 | 20,000,000 |
Effect of potentially dilutive securities: | ||
Restricted stock grants | 54,326 | |
Diluted weighted-average common shares outstanding | 24,571,088 | 20,000,000 |
Earnings per share attributable to Legacy Housing Corp | ||
Basic | $ 0.29 | $ 0.27 |
Diluted | $ 0.29 | $ 0.27 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Feb. 02, 2016 | |
Related party notes payable | ||||
RELATED PARTY TRANSACTIONS | ||||
Face amount | $ 1,500 | |||
Interest on notes payable | 3.75% | |||
Interest expense | $ 14 | |||
Bell Mobile Homes | ||||
RELATED PARTY TRANSACTIONS | ||||
Accounts receivable related parties | $ 481 | $ 414 | ||
Accounts payable related parties | 0 | 123 | ||
Home sales to related parties | 858 | $ 583 | ||
Shipley Bros., Ltd | ||||
RELATED PARTY TRANSACTIONS | ||||
Accounts receivable related parties | 224 | $ 832 | ||
Potential Business Venture | ||||
RELATED PARTY TRANSACTIONS | ||||
Accounts receivable related parties | $ 375 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event $ / shares in Units, $ in Thousands | Apr. 17, 2019USD ($)$ / sharesshares |
SUBSEQUENT EVENTS | |
Number of shares purchased | shares | 300,000 |
Share price | $ / shares | $ 10.20 |
Remaining maximum repurchase amount | $ | $ 10,000 |