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What changed in Legacy Housing Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Legacy Housing Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+154 added−159 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-12)

Top changes in Legacy Housing Corp's 2025 10-K

154 paragraphs added · 159 removed · 114 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

57 edited+17 added−8 removed58 unchanged
Biggest changeOur sales are generally slower during the winter months, and shipments can be delayed in certain geographic market areas that we serve which experience harsh weather conditions. Employees As of December 31, 2024, we had approximately 594 employees. Of our employees, approximately 486 individuals were hourly employees and 108 individuals were salaried employees.
Biggest changeWe believe that our operations substantially comply with applicable federal laws and regulations. Seasonality Generally, we experience higher sales volume during the months of March through October. Our sales are generally slower during the winter months, and shipments can be delayed in certain geographic market areas that we serve which experience harsh weather conditions.
We have opportunities to work with our development partners on such projects and view these opportunities as an important driver for both the sale of more homes and the expansion of our commercial loan portfolios. ● Pursue Selective Development Opportunites. We seek to grow through selective acquisition of developable land in proximity to our manufacturing footprint.
We have opportunities to work with our development partners on such projects and view these opportunities as an important driver for both the sale of more homes and the expansion of our commercial loan portfolios. ● Pursue Selective Development Opportunities. We seek to grow through selective acquisition of developable land in proximity to our manufacturing footprint.
In this Form 10-K, unless otherwise indicated or the context otherwise requires, “Legacy,” “the Company,” “we,” “us” or “our” refers to Legacy Housing Corporation, a Texas corporation. Our Company We build, sell and finance manufactured homes and “tiny houses” that are distributed through a network of independent retailers and company- owned stores and also sold directly to manufactured home communities.
In this Form 10-K, unless otherwise indicated or the context otherwise requires, “Legacy,” “the Company,” “we,” “us” or “our” refer to Legacy Housing Corporation, a Texas corporation. Our Company We build, sell, and finance manufactured homes and “Tiny Houses” that are distributed through a network of independent retailers and company-owned stores and also sold directly to manufactured home communities.
In addition to our company, there are a number of other national manufacturers competing for a significant share of the manufactured housing market in the United States, including Clayton Homes, Inc., Cavco Industries, Inc. and Champion Homes, Inc. Certain of these competitors possess greater financial, manufacturing, distribution and marketing resources than we do.
In addition to our company, there are a number of other national manufacturers competing for a significant share of the manufactured housing market in the United States, including Clayton Homes, Inc., Cavco Industries, Inc. and Skyline Champion Corporation. Certain of these competitors possess greater financial, manufacturing, distribution and marketing resources than we do.
Our 13 company-owned retail locations allow us to improve the customer experience through all steps of the buying process, from manufacturing and design to sales, financing and customer service. This also gives us a direct window into consumer preferences and lending opportunities.
Our 14 company-owned retail locations allow us to improve the customer experience through all steps of the buying process, from manufacturing and design to sales, financing and customer service. This also gives us a direct window into consumer preferences and lending opportunities.
We participate in industry trade shows and host an annual home show for our customers. We maintain our website at www.legacyhousing.com. Our sales and marketing strategy focuses on households with annual incomes of less than $75,000 which includes young families, working class families and persons age 55 and older.
We participate in 10 Table of Contents industry trade shows and host an annual home show for our customers. We maintain our website at www.legacyhousing.com. Our sales and marketing strategy focuses on households with annual incomes of less than $75,000 which includes young families, working class families and persons age 55 and older.
The solution we are able to provide for our customers, as a result of the vertical integration of our company, enhances our brand recognition as a leading producer, results in higher and more efficient utilization of our manufacturing factories and expands our direct-to-consumer outreach on the competitive advantages of our wide variety of customizable homes.
The solution we are able to provide for our customers, as a result of the vertical integration of our company, enhances our brand recognition as a leading producer, results in higher and more efficient utilization of our manufacturing factories 7 Table of Contents and expands our direct-to-consumer outreach on the competitive advantages of our wide variety of customizable homes.
Our vertical 6 Table of Contents integration enables us to respond quickly to our customers’ needs and modify designs during the construction process. ● Manufacturing Facilities Strategically Located Near Customers in Key Markets. Our three manufacturing facilities are strategically located to allow us to serve over 125 independent retail locations and 13 company-owned retail locations primarily across 15 states.
Our vertical integration enables us to respond quickly to our customers’ needs and modify designs during the construction process. 6 Table of Contents ● Manufacturing Facilities Strategically Located Near Customers in Key Markets. Our three manufacturing facilities are strategically located to allow us to serve over 80 independent retail locations and 14 company- owned retail locations primarily across 15 states.
All of our customers are located in the United States. Financing Solutions for Our Customers We offer three types of financing solutions: ● Inventory Financing. We provide inventory financing to our independent retailers, who purchase homes from us and then sell them to consumers. 10 Table of Contents ● Consumer Financing.
All of our customers are located in the United States. Financing Solutions for Our Customers We offer three types of financing solutions: ● Inventory Financing. We provide inventory financing to our independent retailers, who purchase homes from us and then sell them to consumers. ● Consumer Financing.
By using an assembly-line process that employs from approximately 150 to 275 individuals per facility, we are able to manufacture a home in approximately three to six days and can produce, on average, up to approximately 70 home sections, or 60 fully-completed homes depending on product mix, in total per week.
By using an assembly-line process that employs from approximately 100 to 199 individuals per facility, we are able to manufacture a home in approximately three to six days and can produce, on average, up to approximately 70 home sections, or 60 fully-completed homes depending on product mix, in total per week.
With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, and 1 to 3 1 / 2 bathrooms. Our homes range in price, at retail, from approximately $33,000 to $180,000.
With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, and 1 to 3 1 / 2 bathrooms. Our homes range in price, at retail, from approximately $47,000 to $200,000.
We work collaboratively with our partners to meet diverse housing needs, such as residences on privately-owned land and in manufactured home communities, recreational and vacation properties, such as hunting cabins, and accommodations for workforces in oilfields and other industries. 8 Table of Contents Manufacturing and Quality Design.
We work collaboratively with our partners to meet diverse housing needs, such as residences on privately-owned land and in manufactured home communities, recreational and vacation properties, such as hunting cabins, and accommodations for workforces in oilfields and other industries. Manufacturing and Quality Design.
At the present time, we currently offer only chattel loans. We provide retail consumer financing to consumers who purchase our full- size manufactured homes and tiny houses. We also provide dealer incentive arrangements to encourage our independent retailers to use our financing product.
At the present time, we currently offer only chattel loans. We provide retail consumer financing to consumers who purchase our full-size manufactured homes and Tiny Houses. We also provide dealer incentive arrangements to encourage our independent retailers to use our financing 11 Table of Contents product.
In general, our facilities are structured to operate on one 8- to 9-hour shift per day, five days per week. We currently manufacture a typical home in approximately three to six production days. For the year ended December 31, 2024, we produced, on average, approximately 39 home sections per week, or 31 fully-completed homes.
In general, our facilities are structured to operate on one 8- to 9-hour shift per day, five days per week. We currently manufacture a typical home in approximately three to six production days. For the year ended December 31, 2025, we produced on average 36 home sections per week, or 30 fully-completed homes.
Our homes are constructed using high-volume production techniques and employ approximately 150 to 275 employees at each facility. Most of our homes are constructed in one or more sections (or floors) on a steel chassis.
Our homes are constructed using high-volume production techniques and employ approximately 100 to 199 employees at each facility. Most of our homes are constructed in one or more sections (or floors) on a steel chassis.
As of December 31, 2024, we distribute our products primarily across 15 states through a combination of 13 company-owned retail locations and over 125 independent retail locations. Our focused network of company-owned retail locations allows us to be more responsive and improve the customer experience at all stages, from manufacturing and design to sales, financing and customer service.
As of December 31, 2025, we distribute our products primarily across 15 states through a combination of 14 company-owned retail locations and over 80 independent retail locations. Our focused network of company-owned retail locations allows us to be more responsive and improve the customer experience at all stages, from manufacturing and design to sales, financing, and customer service.
These financing solutions are structured to give us an attractive return on investment, when coupled with the gross margin we realize on products specifically targeted for these new manufactured housing communities. ● Strong Alignment of Interests through Co-Founders’ Ownership. We believe that our interests are strongly aligned with our stockholders as our co-founders, Curtis D. Hodgson (Director) and Kenneth E.
These financing solutions are structured to give us an attractive return on investment, when coupled with the gross margin we realize on products specifically targeted for these new manufactured housing communities. ● Strong Alignment of Interests through Co-Founders’ Ownership. We believe that our interests are strongly aligned with our shareholders as our co-founders, Curtis D.
Our company has been providing inventory financing to our independent retailers since our formation, and we now have over 125 independent retailers using our inventory financing solutions. We now have more than 3,600 retail customers that purchased their homes using our retail financing solutions. ● Support for Owners of Manufactured Home Communities.
Our company has been providing inventory financing to our independent retailers since our formation, and we now have over 80 independent retailers using our inventory financing solutions. We now have more than 4,300 retail customers that purchased their homes using our retail financing solutions. ● Support for Owners of Manufactured Home Communities.
For the year ended December 31, 2023 we produced, on average, approximately 47 home sections per week, or 41 fully-completed homes. Raw Materials and Suppliers. The principal materials used in the production of our manufactured homes include wood, wood products, steel, aluminum, gypsum wallboard, windows, doors, fiberglass insulation, carpet, vinyl, fasteners, plumbing materials, appliances and electrical items.
For the year ended December 31, 2024, we produced on average 39 home sections per week, or 31 fully-completed homes. 9 Table of Contents Raw Materials and Suppliers. The principal materials used in the production of our manufactured homes include wood, wood products, steel, aluminum, gypsum wallboard, windows, doors, fiberglass insulation, carpet, vinyl, fasteners, plumbing materials, appliances and electrical items.
These factors include the matters discussed under “Risk Factors” in our Registration Statement on Form S-1 and those described elsewhere in this Form 10-K and from time to time in future reports that we file with the Securities and Exchange Commission. You should carefully consider the risks and uncertainties described in this Form 10-K.
These factors include the matters discussed under “Risk Factors” described elsewhere in this Form 10-K and from time to time in future reports that we file with the Securities and Exchange Commission. You should carefully consider the risks and uncertainties described in this Form 10-K.
In late 2022 and early 2023, the Company transitioned many of its dealers from a traditional consignment arrangement to an inventory finance arrangement. Consumer Financing. Sales of factory-built homes are significantly affected by the availability and cost of consumer financing.
In late 2022 and early 2023, the Company transitioned many of its dealers from a traditional consignment arrangement to an inventory finance arrangement. We may grant extensions on a case-by-case basis. Consumer Financing. Sales of factory-built homes are significantly affected by the availability and cost of consumer financing.
The majority of our homes are built to comply with the HUD code which includes regulations that cover all aspects of manufactured home construction and installation, including structural integrity, fire safety, wind loads, thermal protection and ventilation. To the extent state and local regulations conflict with the HUD code, they are pre-empted.
The majority of our homes are built to comply with the HUD code which includes regulations that cover all aspects of manufactured home construction and installation, including structural integrity, fire safety, wind loads, thermal protection and ventilation.
We believe that the controlling interests and involvement of our co-founders has led to the creation of value for our stockholders. 7 Table of Contents Our Growth Strategy We have a strong operating history of investing in successful growth initiatives over the past 19 years.
We believe that the controlling interests and involvement of our co-founders has led to the creation of value for our shareholders. Our Growth Strategy We have a strong operating history of investing in successful growth initiatives over the past 20 years.
Currently, we have a manufacturing plant in Fort Worth, Texas that measures 97,000 square feet in size and produced 624 homes in 2024 and 779 homes in 2023, a manufacturing plant in Commerce, Texas that measures 130,000 square feet in size and produced 504 homes in 2024 and 726 homes in 2023, and a manufacturing plant in Eatonton, Georgia that measures 388,000 square feet in size and produced 505 homes in 2024 and 640 homes in 2023.
Currently, we have a manufacturing plant in Fort Worth, Texas that measures 97,000 square feet in size and produced 606 homes in 2025 and 624 homes in 2024, a manufacturing plant in Commerce, Texas that measures 130,000 square feet in size and produced 555 homes in 2025 and 504 homes in 2024, and a manufacturing plant in Eatonton, Georgia that measures 388,000 square feet in size and produced 388 homes in 2025 and 505 homes in 2024.
Our target U.S. age group is wide ranging from young families who are often first time homebuyers to older homebuyers who may be downsizing or moving towards a more rural lifestyle. The comparatively low all-in cost of fully-equipped manufactured housing is attractive to our target consumers.
Our target U.S. age group is wide, ranging from young families who are often first-time homebuyers to older homebuyers who may be downsizing or moving towards a more rural lifestyle. The comparatively low all-in cost of fully equipped manufactured housing remains attractive to our target consumers, especially in an environment of elevated mortgage rates and constrained site-built housing supply.
During the years ended December 31, 2024 and 2023 we sold 2,471 and 2,877 home sections, including 124 and 151 tiny houses, respectively. We subcontract home production to other manufacturers for delivery in regions of the country that we do not serve from our own factories. Manufacturing Facilities.
During the years ended December 31, 2025 and 2024 we sold 2,243 and 2,471 home sections (floors), including 134 and 124 Tiny Houses, respectively. We subcontract home production to other manufacturers for delivery in regions of the country not served from our own factories. Manufacturing Facilities.
Shipley (Executive Vice President and Chairman of the Board of Directors) own a significant percentage of outstanding shares. By providing structural and economic alignment with the performance of our company, Messrs. Hodgson’s and Shipley’s continuing controlling interests are aligned with those of our investors.
Hodgson (Executive Chairman of the Board) and Kenneth E. Shipley (Chief Executive Officer and Director) own a significant percentage of outstanding shares. By providing structural and economic alignment with the performance of our company, Messrs. Hodgson’s and Shipley’s continuing significant interests are aligned with those of our investors.
We provide consumer financing for our products which are sold to end-users through both independent and company-owned retail locations. And we provide financing solutions to manufactured housing community owners that buy our products for use in their housing communities.
We provide inventory financing for our independent retailers who purchase homes from us and then sell them to consumers. We provide consumer financing for our products which are sold to end-users through both independent and company-owned retail locations. And we provide financing solutions to manufactured housing community owners that buy our products for use in their housing communities.
Our Market Opportunity Manufactured housing is a competitive alternative to other forms of affordable housing, whether new or existing, or located in urban, suburban or rural areas. Our target market of manufactured home buyers consists of households with total annual income below $75,000 which comprised 47% of total U.S. households in 2023.
Our Market Opportunity Manufactured housing is a competitive alternative to other forms of affordable housing, whether new or existing, and whether located in urban, suburban, or rural areas. Our target market of manufactured home buyers consists of households with total annual income below $75,000, which, according to third-party estimates, encompasses roughly one-half of U.S. households as of 2025.
Our homes are marketed under our premier “Legacy” brand name and, as of December 31, 2024, are sold to consumers, primarily across 15 states through a network of over 125 independent retail locations, 13 company-owned retail locations and through direct sales to owners of manufactured home communities.
Our homes are marketed under our premier “Legacy” brand name and, as of December 31, 2025, are sold to consumers, primarily across 15 states through a network of over 80 independent retail locations, 14 company-owned retail locations, and through direct sales to owners of manufactured home communities. We offer three types of financing solutions to our customers.
We compete with other producers of manufactured homes and new producers continue to enter the market. We also compete with companies offering for sale homes repossessed from wholesalers or consumers and we compete with new and existing site-built homes, apartments, townhouses and condominiums.
We also compete with companies offering for sale homes repossessed from wholesalers or consumers and we compete with new and existing site-built homes, apartments, townhouses and condominiums.
Our company-owned stores, on average, carry higher gross margins due to our ability to select critical markets and develop highly-trained sales representatives who possess a deep understanding of our business and customer needs. Our Products Overview. We are one of the largest producers of manufactured homes in the United States.
Our company-owned stores, on average, carry higher gross margins due to our ability to select critical markets and develop highly- trained sales representatives who possess a deep understanding of our business and customer needs.
As shown in the chart below, there is a growing gap between the average sale price for new single-family homes (including the land on which they were built) and the price of the average manufactured home. Source: U.S.
The chart below illustrates the growing gap between the average sale price for new single-family homes (including the land on which they were built) and the price of the average manufactured home. 4 Table of Contents Sources: U.S.
We completed our initial public offering (the “IPO”) in December 2018 and our common stock trades on The NASDAQ Global Select Market under the symbol “LEGH.” We are the one of the largest producers of manufactured homes in the United States.
The company was founded in 2005, and our corporate office is located in Bedford, Texas (between Dallas and Fort Worth). We completed our initial public offering in December 2018 and our common stock trades on The Nasdaq Global Select Market under the symbol “LEGH.” We are one of the largest producers of manufactured homes in the United States.
The inability to obtain any materials used in the production of our homes, whether resulting from material shortages, limitation of supplier facilities or other events affecting production of component parts, may affect our ability to meet or maintain production requirements. Pricing and availability of certain raw materials fluctuated during 2024 and 2023 due to factors in th e economic environment.
The inability to obtain any materials used in the production of our homes, whether resulting from material shortages, limitation of supplier facilities or other events affecting production of component parts, may affect our ability to meet or maintain production requirements.
Our warranty does not extend to installation and setup of the home, which is generally arranged by the retailer. Appliances, carpeting, roofing 9 Table of Contents and similar items are warranted by their original manufacturer for various lengths of time. At this time, we do not provide any warranties with respect to tiny houses.
Appliances, carpeting, roofing and similar items are warranted by their original manufacturer for various lengths of time. At this time, we do not provide any warranties with respect to Tiny Houses.
Additionally, some independent retailers operate multiple sales outlets. We seek to increase our wholesale shipments by growing sales at our existing independent retailers and by finding new independent retailers to sell our homes.
As is common in the industry, our independent distributors typically sell manufactured homes produced by other manufacturers in addition to our manufactured homes. Additionally, some independent retailers operate multiple sales outlets. We seek to increase our wholesale shipments by growing sales at our existing independent retailers and by finding new independent retailers to sell our homes.
We provide inventory financing for most of our independent retailers for products we manufacture and for pre-owned products. In an inventory finance arrangement, the Company sells products to our independent retailers and provides financing for the sales.
(2) Dealer finance includes loan agreements (generally one per dealer). Inventory Financing. We provide inventory financing for most of our independent retailers for products we manufacture and for pre-owned products. In an inventory finance arrangement, we sell products to our independent retailers and provide financing for the sales.
This need for affordable housing is being driven by a nationwide trend of increasing rental rates for housing, higher prices for site-built homes and decreasing percentages of home ownership among portions of the U.S. population.
During 2025, we sold 1,703 units (which are entire homes or single floors). Our homes address the significant need in the United States for affordable housing. This need is being driven by a nationwide trend of increasing rental rates for housing, higher prices for site-built homes, and decreasing percentages of home ownership among portions of the U.S. population.
Census Bureau, the Institute for Building Technology and Safety, and the Manufactured Housing Institute. ​ 4 Table of Contents Additionally, innovative engineering and design, as well as efficient production techniques, including the advent and development of the “tiny house” market, continue to position manufactured homes as a viable housing alternative.
Additionally, innovative engineering and design, as well as efficient production techniques, including the advent and development of the “Tiny Houses” market and other small-footprint homes, continue to position manufactured homes as a viable housing alternative for value-conscious buyers.
Distribution As of December 31, 2024, we distribute our manufactured homes primarily across 15 states through a network of over 125 independent retail locations, 13 company-owned retail locations and direct sales to owners of manufactured home communities. As is common in the industry, our independent distributors typically sell manufactured homes produced by other manufacturers in addition to our manufactured homes.
Distribution As of December 31, 2025, we distribute our manufactured homes primarily across 15 states through a network of over 80 independent retail locations, 14 company- owned retail locations and direct sales to owners of manufactured home communities.
The chart below highlights the increasing all-in average sales price per square foot difference between a new manufactured home and a new site-built home (excluding land). ​ Source: U.S.
The chart below is intended to highlight the increasing all-in average sales price per square foot difference between new manufactured homes and new site-built homes (excluding land) over time. 3 Table of Contents Sources: U.S.
Our factories employ high-volume production techniques that allow us to produce up to approximately 70 home sections, or approximately 60 fully-completed homes on average depending on product mix, in total per week. We use quality materials and operate our own component manufacturing facilities for many of the items 2 Table of Contents used in the construction of our homes.
Department of Housing and Urban Development (“HUD”). Our factories employ high-volume production techniques that allow us to produce up to approximately 70 home sections, or approximately 60 fully-completed homes on average depending on product mix, in total per week.
Upon recovering our contribution, fees and preferred return, we split the remaining balance with the independent retailer according to a negotiated formula. We account for this as a dealer incentive liability. We have not financed, and have no current plans to finance, new homes manufactured by our competitors in the ordinary course of our business. Manufactured Housing Community Financing.
Upon recovering our contribution, fees and preferred return, we split the remaining balance with the independent retailer according to a negotiated formula. We account for this as a dealer incentive liability. Manufactured Housing Community Financing. We provide financing to owners of manufactured housing communities for our products that they buy in order to rent to their residents.
Our customers typically have annual household incomes of less than $75,000 and include young and working class families, as well as persons age 55 and older.
Our customers typically have annual household incomes of less than $75,000 and include young and working class families, as well as persons age 55 and older. In 2024, an estimated 63 million U.S. households had annual incomes below $75,000, representing slightly less than half of all households, according to the U.S.
Each home can be configured according to a variety of floor plans and equipped with features such as fireplaces, central air conditioning and state-of-the-art kitchens.
We use quality materials and operate our own component manufacturing facilities for many of the items 2 Table of Contents used in the construction of our homes. Each home can be configured according to a variety of floor plans and equipped with features such as fireplaces, central air conditioning, and state-of-the-art kitchens.
We provide financing to owners of manufactured housing communities for our products that they buy in order to rent to their residents. We also make loans to community owners for the purpose of acquiring or developing properties and, as part of the arrangement, these community owners contract to buy homes from us.
We also make loans to community owners for the purpose of acquiring or developing properties and, as part of the arrangement, these community owners contract to buy homes from us. Competition The manufactured housing industry is highly competitive at both the manufacturing and retail levels.
We provide financing to community owners that buy or lease our products for use in their rental housing communities. ​ The following table provides an overview of consumer, MHP and dealer financing options as of December 31, 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal ​ ​ Average ​ ​ Amount ​ Number of ​ Contractual Rate ​ Remaining ​ ​ Outstanding ​ Loans (1) ​ or Monthly Fee ​ Term Consumer Financing ​ $ 177,289 3,641 13.1% average annual contractual rate 121 months MHP Community Financing ​ $ 208,175 538 7.8% average annual contractual rate 83 months Dealer Financing ​ $ 32,779 60 1.0% average monthly contractual rate 21 months ​ (1) Dealer finance includes number of loan agreements which generally is one per dealer Inventory Financing.
We provide financing to community owners that buy or lease our products for use in their rental housing communities. ​ The following table provides an overview of consumer, MHP and dealer financing options as of December 31, 2025 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Amount ​ Number of ​ Contractual Rate ​ Remaining ​ ​ Outstanding ​ Loans (1) ​ or Monthly Fee ​ Term Consumer Financing (1) ​ $ 203,601 3,822 13.1% average rate 127 months MHP Community Financing ​ $ 199,083 451 8.1% average rate 101 months Dealer Financing (2) ​ $ 28,403 54 1% average rate monthly 19 months ​ (1) Consumer financing includes 126 purchased loans from the AmeriCasa acquisition.
We continue to monitor and react to inflation in these materials by maintaining a focus on our product pricing in response to higher materials costs. Warranties. We provide the retail home buyer with a one-year limited warranty from the date of purchase covering defects in material or workmanship in home structure, plumbing and electrical systems.
We provide the retail home buyer with a one-year limited warranty from the date of purchase covering defects in material or workmanship in home structure, plumbing and electrical systems. Our warranty does not extend to installation and setup of the home, which is generally arranged by the retailer.
We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers. We manufacture custom-made homes using quality materials, distribute those homes through our expansive network of independent retailers and company-owned distribution locations, and provide tailored financing solutions for our customers.
We manufacture custom-made homes using quality materials, distribute those homes through our expansive network of independent retailers and company-owned distribution locations, and provide tailored financing solutions for our customers. Our homes are constructed in the United States at one of our three manufacturing facilities in accordance with the construction and safety standards of the U.S.
Census Bureau, the Institute for Building Technology and Safety, and the Manufactured Housing Institute. 3 Table of Contents Manufactured homes are an attractive alternative for consumers as new single-family home prices have risen over the past several years.
Manufactured homes are also an attractive alternative for consumers as new single-family home prices (including land) have risen over the past several years and remain at historically high levels relative to incomes.
Census Bureau Our Competitive Advantages We offer a complete solution for affordable manufactured housing. We differentiate ourselves from our competition and have been able to grow our business as a result of the following key competitive strengths: ● Quality and Variety of Housing Designs.
We differentiate ourselves from our competition and have been able to grow our business as a result of the following key competitive strengths: ● Quality and Variety of Housing Designs. Based on more than 80 combined years of industry experience, our co-founders have developed an operating model that enables the efficient production of quality, customizable manufactured homes.
Competition The manufactured housing industry is highly competitive at both the manufacturing and retail levels and is based upon several factors, including price, product features, reputation for service and quality, depth of distribution, 11 Table of Contents promotion, merchandising and the terms of retail and wholesale consumer financing.
Competition occurs on numerous levels, including price, product features, reputation for service and quality, depth of distribution, promotion, merchandising and the terms of retail and wholesale consumer financing. We compete with other producers of manufactured homes and new producers continue to enter the market.
Demand for high-quality affordable housing below $150,000 has also been driven by increasing rental rates for housing, higher prices for site-built homes, decreasing percentages of home ownership among portions of the U.S. population and stagnant U.S. wage growth. Source: U.S.
Demand for high-quality affordable housing below approximately $150,000 has been driven by increasing rental rates for housing, higher prices for site-built homes, stagnant or modest wage growth for many households, and declining homeownership rates among certain demographic groups. These macroeconomic and demographic trends support long-term demand for manufactured housing as an accessible path to homeownership.
Our homes are constructed in the United States at one of our three manufacturing facilities in accordance with the construction and safety standards of the U.S. Department of Housing and Urban Development (“HUD”).
All of our homes are constructed in one of our three U.S.-based manufacturing facilities.
Our employees are currently not represented by any collective bargaining unit.
Employees As of December 31, 2025, we had approximately 592 employees. Of our employees, approximately 499 individuals were hourly employees and 93 individuals were salaried employees. Our employees are currently not represented by any collective bargaining unit.
A variety of laws affect the financing of the homes we manufacture.
To the extent state and local regulations conflict with the HUD code, they are pre-empted. 12 Table of Contents A variety of laws affect the financing of the homes we manufacture.
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The company was founded in 2005, and our corporate office is located in Bedford, Texas (between Dallas and Fort Worth).
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Census Bureau’s Current Population Survey Annual Social and Economic Supplement. We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers.
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During 2024, we sold 2,471 home sections (which are entire modules or single floors). Our homes address the significant need in the United States for affordable housing.
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The affordability gap between manufactured homes and site-built homes has widened over the last decade on both a total price and a price-per-square-foot basis.
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In 2022, there were approximately 62,162,000 households in the United States with annual household incomes of less than $75,000, representing 50% of all U.S. households, according to the Current Population Survey published by the U.S. Census Bureau.
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Recent industry data show that in 2024 the average manufactured home (single- and multi-section combined) sold for approximately $85 per square foot, while a new site-built single-family home (excluding land) averaged roughly $165 per square foot—meaning factory-built homes can be nearly 50% less expensive on a structural, per-square-foot basis.
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Our 13 company-owned retail locations, including 12 Heritage Housing stores and one Tiny House Outlet stores, exclusively sell our homes. We offer three types of financing solutions to our customers. We provide inventory financing for our independent retailers who purchase homes from us and then sell them to consumers.
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Census Bureau, Manufactured Housing Survey (average sales price and size of new manufactured homes), and publicly available data on new single-family site-built home construction costs (structure only, excluding land).
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Census Bureau. 5 Table of Contents The manufactured housing industry shipped 89,200 manufactured homes in 2023 and 112,882 manufactured homes in 2022 according to data published by the U.S. Census Bureau. Manufactured housing shipments represent approximately 4% of total completed privately owned housing units. ​ Source: U.S.
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Third-party data indicate that in 2024 the average manufactured home sold for approximately $120,000–$125,000, compared to an estimated median single-family home value of approximately $365,000–$370,000, implying that manufactured homes are roughly two-thirds less expensive on a headline price basis, before considering land.
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Based on more than 80 combined years of industry experience, our co-founders have developed an operating model that enables the efficient production of quality, customizable manufactured homes. All of our homes are constructed in one of our three U.S.-based manufacturing facilities.
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Census Bureau, Manufactured Housing Survey (average sales price of new manufactured homes), and publicly available U.S. housing market data for median single-family home values.
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We believe that our operations substantially comply with applicable federal laws and regulations. At the same time, Legacy has recently become aware that it may need to obtain certain licenses in order to comply with various state licensing requirements applicable to certain retail financing transactions.
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The manufactured housing industry shipped 112,882 manufactured homes in 2022 and 89,169 manufactured homes in 2023, reflecting a cyclical downturn in production following strong activity in 2021–2022.
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Should Legacy 12 Table of Contents determine, with its advisors and counsel, that it is required to obtain additional state licenses, Legacy will compose a plan to do so. ​ Seasonality Generally, we experience higher sales volume during the months of March through October.
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Industry shipments recovered in 2024 to approximately 103,300 homes, and as of mid-2025 the annualized shipment rate was approximately 106,000 homes, indicating renewed growth in factory-built housing even as the broader single-family housing market remains constrained.
Added
Manufactured housing shipments still account for a mid-single-digit percentage of total completed or started single-family housing units in the United States, suggesting significant long-term opportunity for further penetration as policymakers and consumers increasingly view factory-built housing as part of the solution to the national housing shortage. 5 Table of Contents Sources: U.S. Census Bureau and U.S.
Added
Department of Housing and Urban Development, Manufactured Housing Survey and related datasets (shipments of new manufactured homes), and Manufactured Housing Institute analyses of manufactured home shipments as a share of new single-family housing starts and sales. Our Competitive Advantages We offer a complete solution for affordable manufactured housing.
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AmeriCasa Solutions Acquisition ​ Effective November 1, 2025, we completed the acquisition of substantially all of the assets and certain membership interests of AmeriCasa Solutions LLC and certain affiliated entities (“AmeriCasa”), pursuant to an Asset and Membership Interest Purchase Agreement (the “Agreement”) with AmeriCasa, Norman Newton, Newton VisionCorp2, LLC and Jeff Gainsborough (together with certain other parties, the “Sellers”).
Added
AmeriCasa’s business consisted of the sale and distribution of manufactured housing, related real property leasing and sales, financing and insurance services, and the operation of the “FutureHomeX” cloud-based SaaS platform for manufactured home retailers and communities. ​ Under the Agreement, we acquired (i) substantially all assets of AmeriCasa used in its business, including intellectual property, real property, inventory, accounts receivable arising after closing, assigned contracts, permits and goodwill, and (ii) 28.75% of the membership interests in AmeriCasa-Corpus Christi, LLC (“Corpus Christi LLC”), free and clear of all encumbrances other than permitted encumbrances.
Added
Certain assets, including cash, specified accounts receivable, excluded contracts, benefit plans and other items set forth in the Agreement, were excluded from the 8 Table of Contents transaction.
Added
We assumed only specified liabilities, including certain trade payables and liabilities under assigned contracts arising after the closing, as well as other liabilities set forth in the Agreement. ​ The aggregate purchase price consisted of $19.9 million, for substantially all of the assets of AmeriCasa Solutions, LLC, the assumption of certain liabilities totaling approximately $1.3 million, and the extinguishment of approximately $500,000 in dealer liability.
Added
A portion of the purchase price, equal to $1.0 million, is being held in escrow for a period of 12 months to secure certain indemnification obligations of the Sellers; and in addition, the Company has not yet released approximately $400,000 in cash. ​ Our Products Overview. We are one of the largest producers of manufactured homes in the United States.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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ITEM 1C. CYBERSECURITY. Legacy relies on information technology infrastructure and architecture, including hardware, cloud computing networks, software, people, and processes to manage protected, confidential, and personally identifiable information. Our business is at risk from, and may be impacted by, cybersecurity threats and incidents, including but not limited to attempts to gain unauthorized access to our systems or data.
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ITEM 1C. CYBERSECURITY. The Company's senior management is actively involved in oversight of our risks and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”).
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Similar threats and incidents may impact third parties with which we do business. We have invested and continue to invest in cybersecurity and data protection efforts, including technical, administrative, and organizational safeguards designed to protect our systems and data. However, we acknowledge that a future cybersecurity incident could materially harm our business, operating results, and financial condition.
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In general, we seek to address cybersecurity risks through an approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. ​ Risk Management and Strategy 13 Table of Contents The Company’s cybersecurity program is focused on the following key areas: ​ Technical Safeguards: The Company deploys technical safeguards that are designed to protect our system from cybersecurity threats, including two-factor authentication, firewalls, anti-malware functionality, email threat protection, and access controls, which are evaluated and improved through vulnerability assessments. ​ Third-Party Risk Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our system, as well as the systems of third parties that could adversely impact on our business in the event of a cybersecurity incident affecting those third-party systems. ​ Education and Awareness: We provide training, support and alerts for personnel regarding cybersecurity threats to equip our personnel with effective tools to address cybersecurity threats, and to communicate the evolving information security policies, standards, processes and practices. ​ Governance Senior management, in coordination with the Company’s third-party service providers specializing in information technology, works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents.
Removed
The Company’s cybersecurity efforts are directly overseen by our Director of Information Technology, who reports directly to our Chief Executive Officer. The Company’s Board of Directors is made aware of cybersecurity incidents and threats, as appropriate, pursuant to corporate policy. ​ ​ 13 Table of Contents
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Through ongoing communications with third party service providers, Senior Management monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents. ​ Cybersecurity incidents have not materially affected the Company's results of operations or financial condition, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. ​ 14 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFacilities The following table sets forth certain information with respect to the facilities where our company operates: ​ ​ ​ ​ ​ ​ ​ ​ Date of ​ ​ ​ ​ Commencement ​ Owned / ​ Square Location ​ of Operations ​ Leased ​ Feet Manufacturing/Warehouse Facilities Commerce, TX 2007 Owned 129,600 Eatonton, GA 2016 Owned 388,000 Fort Worth, TX 2005 Owned 96,880 Retail Locations Albany, GA ​ 2018 ​ Leased ​ 1,536 Asheboro, NC 2017 Leased 1,472 Athens, GA 2016 Leased 2,016 Augusta, GA 2018 Leased 3,136 Canton, TX 2018 Leased 2,362 Gainesville, TX 2017 Owned 2,240 Greenville, TX 2016 Owned 1,256 Jennings, LA 2017 Owned 2,432 Marble Falls, TX 2024 Owned 1,718 Minden, LA ​ 2017 ​ Leased ​ 2,369 Mt.
Biggest changeFacilities The following table sets forth certain information with respect to the facilities where our company operates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ Owned / ​ Square Location ​ Opened ​ Leased ​ Feet Manufacturing/Warehouse Facilities ​ ​ ​ Commerce, TX 2007 Owned 129,600 Eatonton, GA 2016 Owned 388,000 Fort Worth, TX 2005 Owned 96,880 Retail Locations ​ ​ ​ Albany, GA ​ 2018 ​ Leased ​ 1,536 Asheboro, NC 2017 Leased 1,472 Athens, GA 2016 Leased 2,016 Augusta, GA 2018 Leased 3,136 Canton, TX 2018 Leased 2,362 Gainesville, TX 2017 Owned 2,240 Greenville, TX 2016 Owned 1,256 Houston, TX ​ 2025 ​ Owned ​ 6,627 Jennings, LA 2017 Owned 2,432 Marble Falls, TX 2024 Owned 1,718 Minden, LA ​ 2017 ​ Leased ​ 2,369 Mt.
We believe that these facilities are adequately maintained and suitable for the purposes for which they are used. We currently operate 13 retail locations. Each retail location sits on approximately five to seven acres of land. We lease 8 of the 13 retail locations we operate in the business, pursuant to leases expiring from 2025 to 2028.
We believe that these facilities are adequately maintained and suitable for the purposes for which they are used. We currently operate 14 retail locations. Each retail location sits on approximately five to seven acres of land. We lease 8 of the 14 retail locations we operate in the business, pursuant to leases expire between 2026 and 2031.
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Total rent expense for the years ended December 31, 2024 and 2023 was $631,000 and $645,000, respectively. ​
Added
Effective November 1, 2025, the company acquired a new retail location at 1160 Aldine Bender and 1129 Ralphcrest Drive in Houston, Texas as part of the AmeriCasa acquisition. Total rent expense for the years ended December 31, 2025 and 2024 was $552,000 and $631,000, respectively. ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, 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 our financial position, liquidity or results of operations in any future reporting periods. ​ ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ​ 14 Table of Contents PART II
Biggest changeHowever, 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 our financial position, liquidity or results of operations in any future reporting periods. ​ 15 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ​ 16 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn August, 2024, the Company’s Board of Directors authorized the repurchase of an additional $10.0 million of the Company’s common stock under the share repurchase program. The Company repurchased 262,530 shares of common stock for $5,398 in the open market during the year ended December 31, 2024.
Biggest changeWe repurchased 262,530 shares of common stock for $5.4 million in the open market during the year ended December 31, 2024, and 346,406 shares of common stock for $7.6 million in the open market during the year ended December 31, 2025. All repurchase programs have expired as of October 31, 2025. ​ ITEM 6. [RESERVED] ​ 17 Table of Contents
As of December 31, 2024, there were 13 holders of record of our common stock. This does not include persons who hold our common stock in nominee or “street name” accounts through brokers or banks. Dividends We did not declare or pay cash dividends during 2024 or 2023.
As of December 31, 2025, there were 13 holders of record of our common stock. This does not include persons who hold our common stock in nominee or “street name” accounts through brokers or banks. Dividends We did not declare or pay cash dividends during 2024 or 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock has traded on The NASDAQ Global Market under the symbol “LEGH” since December 14, 2018, when we completed our IPO. Prior to that date, there was no public market for our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock has traded on The Nasdaq Global Market under the symbol “LEGH” since December 14, 2018, when we completed our initial public offering. Prior to that date, there was no public market for our common stock.
Recent Sales of Unregistered Securities We did not sell any unregistered equity securities during the period covered by this Form 10-K. Issuer Purchases of Equity Securities On April 12, 2019 our Board of Directors approved a stock repurchase program.
Recent Sales of Unregistered Securities We did not sell any unregistered equity securities during the period covered by this Form 10-K. Issuer Purchases of Equity Securities In November 2022, our Board of Directors approved a repurchase program (the “2022 Repurchase Program”) that enabled us to purchase up to $10.0 million of our common stock.
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.
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.
Removed
On April 17, 2019, pursuant to the repurchase program, we acquired 300,000 shares of our common stock at an average price of $10.20 per share. During the year ended December 31, 2020, the Company purchased 145,065 shares of its common stock at an average price of $9.77 per share, pursuant to the Company’s repurchase program.
Added
These repurchases may be commenced or suspended at any time or from time to time without prior notice. In August, 2024, our Board of Directors authorized the repurchase of an additional $10.0 million of our common stock under the share repurchase program.
Removed
In November 2022, the Company’s Board of Directors approved a new repurchase program (the “2022 Repurchase Program”) that enabled the Company to purchase up to $10.0 million 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.
Removed
The Company did not repurchase any shares of common stock during the three months ended December 31, 2024. As of December 31, 2024, we had a remaining authorization of approximately $14,602. Between January 1, 2025 and March 10, 2025 the Company repurchased 29,385 shares of common stock for $674 in the open market.
Removed
The 2022 Repurchase Program expires October 31, 2025. ​ 15 Table of Contents ITEM 6. [RESERVED] ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeComparison of Years ended December 31, 2024 and 2023 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ 2024 2023 $ change % change Net revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ $ 129,345 ​ $ 145,100 ​ $ (15,755) (10.9) % Consumer, MHP and dealer loans interest ​ 41,182 ​ 37,420 ​ 3,762 10.1 % Other revenue ​ 13,664 ​ 6,624 ​ 7,040 106.3 % Total net revenue ​ 184,191 ​ 189,144 ​ (4,953) (2.6) % Operating expenses: ​ ​ ​ ​ Cost of product sales ​ 90,071 ​ 99,692 ​ (9,621) (9.7) % Cost of other sales ​ ​ 8,218 ​ — ​ 8,218 N/A % Selling, general administrative expenses ​ 23,222 ​ 24,279 ​ (1,057) (4.4) % Dealer incentive ​ (930) ​ 586 ​ (1,516) (258.7) % Total operating expenses ​ ​ 120,581 ​ ​ 124,557 ​ ​ (3,976) ​ (3.2) % Income from operations ​ 63,610 ​ 64,587 ​ (977) (1.5) % Other income (expense) ​ ​ ​ ​ Non‑operating interest income ​ 2,635 ​ 3,019 ​ (384) (12.7) % Miscellaneous, net ​ 10,482 ​ 2,060 ​ 8,422 408.8 % Interest expense ​ (689) ​ (930) ​ 241 (25.9) % Total other income ​ 12,428 ​ 4,149 ​ 8,279 199.5 % Income before income tax expense ​ 76,038 ​ 68,736 ​ 7,302 10.6 % Income tax expense ​ (14,396) ​ (14,276) ​ (120) 0.8 % Net income ​ $ 61,642 ​ $ 54,460 ​ $ 7,182 13.2 % ​ Product sales primarily consist of direct sales, commercial sales, inventory finance sales and retail store sales.
Biggest changeComparison of Years ended December 31, 2025 and 2024 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ change ​ ​ ​ % change Net revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ $ 116,932 ​ $ 129,345 ​ $ (12,413) (9.6) % Consumer, MHP and dealer loans interest ​ 43,674 ​ 41,182 ​ 2,492 6.1 % Other revenue ​ 3,961 ​ 13,664 ​ (9,703) (71.0) % Total net revenue ​ 164,567 ​ 184,191 ​ (19,624) (10.7) % Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Cost of product sales ​ 84,829 ​ 90,071 ​ (5,242) (5.8) % Cost of other sales ​ ​ 1,723 ​ 8,218 ​ (6,495) (79.0) % Selling, general administrative expenses ​ 29,608 ​ 22,292 ​ 7,316 26.0 % Total operating expenses ​ ​ 116,160 ​ ​ 120,581 ​ ​ (4,421) ​ (3.7) % Income from operations ​ 48,407 ​ 63,610 ​ (15,203) (23.9) % Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ Non‑operating interest income ​ 1,398 ​ 2,635 ​ (1,237) (46.9) % Miscellaneous, net ​ 1,789 ​ 10,482 ​ (8,693) (82.9) % Interest expense ​ (28) ​ (689) ​ 661 (95.9) % Total other income ​ 3,159 ​ 12,428 ​ (9,269) (74.6) % Income before income tax expense ​ 51,566 ​ 76,038 ​ (24,472) (32.2) % Income tax expense ​ (9,757) ​ (14,396) ​ 4,639 (32.2) % Net income ​ $ 41,809 ​ $ 61,642 ​ $ (19,833) (32.2) % ​ Product sales primarily consist of direct sales, commercial sales, inventory finance sales and retail store sales.
All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, the sale of manufactured homes includes coordinating or providing transportation for dealers. We also provide financing options for customers to facilitate home sales.
All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of our company supports the others. For example, the sale of manufactured homes includes coordinating or providing transportation for dealers. We also provide financing options for customers to facilitate home sales.
We continue to explore opportunities to minimize the impact of inflation on our future profitability. ● Finally, our financial performance may be impacted by our ability to fulfill current orders for our manufactured homes from dealers and customers.
We continue to explore opportunities to minimize the impact of inflation on our future profitability. ● Our financial performance may be impacted by our ability to fulfill current orders for our manufactured homes from dealers and customers.
We establish an allowance reserve composed of specific and general reserve amounts that are deemed to be uncollectible. Historically we have not experienced material losses on the Other notes receivable. Allowance for Loan Losses—Dealer Financed Receivables Dealer financed receivables are stated at amounts due from customers net of allowance for loan losses.
We establish an allowance reserve composed of specific and general reserve amounts that are deemed to be at risk. Historically we have not experienced material losses on the Other notes receivable. Allowance for Loan Losses—Dealer Financed Receivables Dealer financed receivables are stated at amounts due from customers net of allowance for loan losses.
Our actual results could differ materially from those anticipated by our management in these forward-looking statements as a result of various factors, including those discussed in this Form 10-K and in our Registration Statement on Form S-1, particularly under the heading “Risk Factors.”Dollar amounts are in thousands unless otherwise noted.
Our actual results could differ materially from those anticipated by our management in these forward-looking statements as a result of various factors, including those discussed in this Form 10-K and in our Registration Statement on Form S-1, particularly under the heading “Risk Factors.” Dollar amounts are in thousands unless otherwise noted.
We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, and our previous loss history. We establish an allowance reserve composed of specific and general reserve amounts that are deemed to be uncollectible. Historically we have not experienced material losses on the MHP Notes.
We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, and our previous loss history. We establish an allowance reserve composed of specific and general reserve amounts that are deemed to be at risk. Historically we have not experienced material losses on the MHP Notes.
Revenue Recognition Direct Sales Revenue from homes sold to independent retailers that are not financed and not under an inventory finance arrangement generally is recognized upon execution of a sales contract and when the home is shipped, at which time title passes to the independent retailer and collectability is reasonably assured.
Revenue Recognition Direct Sales Revenue from homes sold to independent retailers that are not financed and not under an inventory finance arrangement generally is recognized upon execution of a sales contract and when the home is shipped, at which time title passes to the independent retailer and collectability is probable.
Commercial Sales Revenue from homes sold to mobile home parks under commercial loan programs involving funds provided by our company is recognized when the home is shipped, at which time title passes to the customer and a sales and financing contract is executed, down payment received, and collectability is reasonably assured.
Commercial Sales Revenue from homes sold to mobile home parks under commercial loan programs involving funds provided by our company is recognized when the home is shipped, at which time title passes to the customer and a sales and financing contract is executed, down payment received, and collectability is probable.
Allowance for Loan Losses—Other Notes Receivable Other notes receivable are stated at amounts due from customers net of allowance for loan losses. We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, 18 Table of Contents and our previous loss history.
Allowance for Loan Losses—Other Notes Receivable Other notes receivable are stated at amounts due from customers net of allowance for loan losses. We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, and our previous loss history.
Retail sales financed by us are recognized as revenue upon the execution of a sales and financing contract, receipt of a down payment and delivery of the home to the final customer, at which time title passes and collectability is reasonably assured.
Retail sales financed by us are recognized as revenue upon the execution of a sales and financing contract, receipt of a down payment and delivery of the home to the final customer, at which time title passes and collectability is probable.
Accordingly, all significant operating and strategic decisions by the chief operating decision maker, the Chief Executive Officer, are based upon analyses of our company as one operating segment. We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers.
Accordingly, all significant operating and strategic decisions by the co-chief operating decision makers, the Executive Chairman and Chief Executive Officer, are based upon analyses of our company as one operating segment. We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers.
These solutions are structured to give us an attractive return on 17 Table of Contents investment when coupled with the gross margin we expect to make on products specifically targeted for sale to these new manufactured housing communities. ● Inflation rates have been high in the U.S. recently.
These solutions are structured to give us an attractive return on investment when coupled with the gross margin we expect to make on products specifically targeted for sale to these new manufactured housing communities. ● Inflation rates have been high in the U.S. recently.
Our homes are marketed under our premier “Legacy” brand name and currently are sold primarily across 15 states through a network of over 125 independent retail locations, 13 company-owned retail locations and through direct sales to owners of manufactured home communities.
Our homes are marketed under our premier “Legacy” brand name and currently are sold primarily across 15 states through a network of over 80 independent retail locations, 14 company-owned retail locations and through direct sales to owners of manufactured home communities.
With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 3 1 / 2 bathrooms. Our homes range in price, at retail, from approximately $33 to $180.
With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 3 1 / 2 bathrooms. Our homes range in price, at retail, from approximately $47,000 to $200,000.
We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, and our previous loss history. We establish a general reserve for amounts that are deemed to be uncollectible. Historically we have not experienced material losses on the Dealer financed receivables.
We determine the allowance by considering several factors including the aging of the past due balance, the customer’s payment history, and our previous loss history. We establish a general and specific reserves for amounts that are deemed to be at risk. Historically we have not experienced material losses on the Dealer financed receivables.
The maximum amount of our contingent obligations under such repurchase agreements was approximately $805 and $3,030 as of December 31, 2024 and 2023, respectively, without reduction for the resale value of the homes. We may be required to honor contingent repurchase obligations in the future and may incur additional expense as a consequence of these repurchase agreements.
The maximum amount of our contingent obligations under such repurchase agreements was approximately $841,000 and $805,000 as of December 31, 2025 and 2024, respectively, without reduction for the resale value of the homes. We may be required to honor contingent repurchase obligations in the future and may incur additional expense as a consequence of these repurchase agreements.
For further information, see Note 2, Summary of Significant Accounting Policies, to our December 31, 2024 financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form-10K. Allowance for Loan Losses—MHP Notes MHP Notes are stated at amounts due from customers net of allowance for loan losses.
For further information, see Note 2, Summary of Significant Accounting Policies, to our December 31, 2025 financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K. 20 Table of Contents Allowance for Loan Losses—MHP Notes MHP Notes are stated at amounts due from customers net of allowance for loan losses.
The Company paid certain arrangement fees and other fees in connection with the Revolver of approximately $271, which were capitalized 22 Table of Contents as unamortized debt issuance costs and included in Prepaid expenses and other current assets in the accompanying balance sheets and are amortized to interest expense over the life of the Revolver.
The Company paid certain arrangement fees and other fees in connection with the Revolver of approximately $271,000, which were capitalized as unamortized debt issuance costs and included in Prepaid expenses and other current assets in the accompanying balance sheets and are amortized to interest expense over the life of the Revolver. The Revolver matures July 28, 2027.
Product sales decreased $15.8 million, or 10.9%, in 2024 as compared to 2023. This decrease was driven primarily by a decrease in unit volumes shipped, primarily in direct sales and inventory finance sales categories.
Product sales decreased $12.4 million, or 9.6%, in 2025 as compared to 2024. This decrease was driven primarily by a decrease in unit volumes shipped, primarily in direct sales and inventory finance sales categories.
Revenue is recognized net of sales taxes. ​ 19 Table of Contents Results of Operations The following discussion should be read in conjunction with the information set forth in the financial statements and the accompanying notes appearing elsewhere in this Form 10-K.
Results of Operations The following discussion should be read in conjunction with the information set forth in the financial statements and the accompanying notes appearing elsewhere in this Form 10-K.
Approximately 38% of our 2024 product sales were attributable to our independent retail distributors, 17% to our company-owned retail locations and 45% directly to owners of manufactured housing communities.
Approximately 44% of our 2025 product sales were attributable to our independent retail distributors, 21% to our company-owned retail locations and 35% directly to owners of manufactured housing communities.
Approximately 51% of our 2023 product sales were attributable to our independent retail distributors, 12% to our company-owned retail locations and 37% directly to owners of manufactured housing communities. 16 Table of Contents The following table shows the states in which we sold most of our manufactured homes and the approximate percentage of this sales to our total product sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ % of 2024 ​ % of 2023 Location ​ Product Sales ​ Product Sales Texas 54 % 53 % Georgia 11 % 12 % North Carolina ​ 7 % 2 % Oklahoma ​ 6 % 4 % Michigan ​ 3 % 3 % Florida 3 % 3 % Alabama 2 % 2 % New Mexico ​ 2 % 2 % South Carolina ​ 2 % 1 % Kentucky ​ 1 % — % Louisiana ​ 1 % 9 % ​ We offer three types of financing solutions to our customers.
Approximately 38% of our 2024 product sales were attributable to our independent retail distributors, 17% to our company- owned retail locations and 45% directly to owners of manufactured housing communities. ​ 18 Table of Contents The following table shows the states in which we sold most of our manufactured homes and the approximate percentage of their sales to our total product sales: ​ ​ ​ ​ ​ ​ ​ ​ % of 2025 ​ % of 2024 Location ​ Product Sales ​ Product Sales Texas 52 % 54 % Georgia 8 % 11 % Oklahoma ​ 6 % 6 % Florida ​ 4 % 3 % Tennessee ​ 3 % 1 % Louisiana 3 % 1 % New Mexico 2 % 2 % Ohio ​ 2 % 1 % Arkansas ​ 2 % — % Kansas ​ 2 % 1 % Alabama ​ 2 % 2 % ​ We offer three types of financing solutions to our customers.
As of December 31, 2024, these properties include the following ($’s in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location Description ​ Date of Acquisition Land Improvements Total Bastrop County, Texas 368 Acres April 2018 ​ $ 4,215 ​ $ 16,642 ​ $ 20,857 Bexar County, Texas 69 Acres November 2018 ​ 842 ​ 138 ​ 980 Horseshoe Bay, Texas ​ 39 Acres Various 2018-2019 ​ 1,222 ​ 2,349 ​ 3,571 Johnson County, Texas ​ 91.5 Acres July 2019 ​ 449 ​ - ​ 449 Venus, Texas ​ 50 Acres August 2019 ​ 422 ​ 52 ​ 474 Wise County, Texas ​ 81.5 Acres ​ September 2020 ​ ​ 889 ​ ​ - ​ ​ 889 Bexar County, Texas ​ 233 Acres ​ February 2021 ​ ​ 1,550 ​ ​ 539 ​ ​ 2,089 Richland, Mississippi (1) ​ 22 Acres ​ February, 2024 ​ ​ 1,141 ​ ​ - ​ ​ 1,141 Bonham, Texas ​ 109 Acres ​ December, 2024 ​ ​ 1,533 ​ ​ - ​ ​ 1,533 Balch Springs, Texas ​ 6 Acres ​ December, 2024 ​ ​ 1,117 ​ ​ - ​ ​ 1,117 ​ ​ ​ ​ ​ ​ $ 13,380 ​ $ 19,720 ​ $ 33,100 ​ (1) Land and improvement values do not include the value of Company owned homes located in this community ​ ● We also may provide financing solutions to certain manufactured housing community-owner customers in a manner that includes developing new sites for products in or near urban locations where there is a shortage of sites to place our products.
As of December 31, 2025, these properties include the following ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location ​ ​ ​ Description ​ Date of Acquisition ​ ​ ​ Land ​ ​ ​ Improvements ​ ​ ​ Total Bastrop County, Texas 368 Acres April 2018 ​ $ 4,215 ​ $ 24,648 ​ $ 28,863 Bexar County, Texas ​ ​ ​ 69 Acres ​ ​ ​ ​ November 2018 ​ ​ ​ ​ 842 ​ ​ ​ ​ 138 ​ ​ ​ ​ 980 Horseshoe Bay, Texas ​ 38 Acres Various 2018-2019 ​ 1,212 ​ 2,425 ​ 3,637 Johnson County, Texas ​ 91.5 Acres July 2019 ​ 449 ​ (11) ​ 438 Venus, Texas ​ 50 Acres August 2019 ​ 422 ​ 52 ​ 474 Wise County, Texas ​ 81.5 Acres ​ September 2020 ​ ​ 889 ​ ​ - ​ ​ 889 Bexar County, Texas ​ 233 Acres ​ February 2021 ​ ​ 1,550 ​ ​ 556 ​ ​ 2,106 Richland, Mississippi (1) ​ 22 Acres ​ February 2024 ​ ​ 1,141 ​ ​ 554 ​ ​ 1,695 Bonham, Texas ​ 124.71 Acres ​ December 2024 & Sept 2025 ​ ​ 1,826 ​ ​ - ​ ​ 1,826 Balch Springs, Texas ​ 15 Acres ​ December 2024 & July 2025 ​ ​ 1,567 ​ ​ - ​ ​ 1,567 Austin, Texas (Travis County) ​ 1.52 Acres ​ June 2025 ​ ​ 2,077 ​ ​ 60 ​ ​ 2,137 ​ ​ ​ ​ ​ ​ $ 16,190 ​ $ 28,422 ​ $ 44,612 ​ (1) Land and improvement values do not include the value of Company owned homes located in this community ​ ● We also may provide financing solutions to certain manufactured housing community-owner customers in a manner that includes developing new sites for products in or near urban locations where there is a 19 Table of Contents shortage of sites to place our products.
Our 13 company-owned retail locations, including 12 Heritage Housing stores and one Tiny House Outlet stores exclusively sell our homes. During the years ended December 31, 2024 and 2023, no independent retailer accounted for 10% or more of our product sales.
Of our 14 company-owned retail locations, 13 Heritage Housing stores and one Tiny House Outlet stores exclusively sell our homes. One company-owned location operates under the AmeriCasa name and sells both our homes and those of several other manufacturers. During the years ended December 31, 2025 and 2024, no independent retailer accounted for 10% or more of our product sales.
We actively review organic and inorganic opportunities to add production capacity in attractive regions to meet future demand. Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
We had a $8.5 million increase in Miscellaneous, net primarily due to (i) gains related to the settlement agreement described above, (ii) a gain on the sale of property in Georgia, (iii) gains related to properties acquired through foreclosure and (iv) reversals of certain balance sheet liabilities.
We had an $8.3 million decrease in Miscellaneous, Net primarily due to increases specific to 2024 gains related to the settlement agreement described in Note 7, a gain from the sale of property in Georgia, gains related to properties acquired through foreclosure and reversals of certain balance sheet liabilities.
Between January 1, 2025 and March 10, 2025 we repurchased 29,385 shares of common stock for $674 in the open market Lines of Credit On July 28, 2023, the Company entered into a new Credit Agreement (the “Revolver”), by and among the Company as borrower, the financial institutions from time to time party thereto, as lenders, and Prosperity Bank as administrative agent.
Lines of Credit On July 28, 2023, the Company entered into a Credit Agreement (the “Revolver”), by and among the Company as borrower, the financial institutions from time to time party thereto, as lenders, and Prosperity Bank as administrative agent.
The interest rate in effect as of December 31, 2024 and 2023 for the Revolver was 7.61% and 7.95%, respectively. The amount of available credit under the Revolver was $50,000 and $26,320 as of December 31, 2024 and 2023, respectively. The Revolver requires the Company to comply with certain financial and non-financial covenants.
The amount of available credit under the Revolver was $50.0 million as of December 31, 2025 and 2024, respectively. The Revolver requires the Company to comply with certain financial and non-financial covenants.
On August 6, 2024, our Board of Directors authorized the repurchase of an additional $10.0 million of the Company’s common stock under the share repurchase program. We repurchased 262,530 shares of common stock for $5,398 in the open market during the year ended December 31, 2024. As of December 31, 2024, we had a remaining authorization of approximately $14,602.
On August 6, 2024, our Board of Directors authorized the repurchase of an additional $10.0 million of the Company’s common stock under the share repurchase program. We purchased 346,406 shares of common stock for $7.6 million in the open market during the year ended December 31, 2025. All repurchase programs have expired as of October 31, 2025.
During 2024, we sold 2,471 home sections (which are entire homes or single floors that are combined to create complete homes) and in 2023, we sold 2,877 home sections. The Company has one reportable segment.
During 2025, we sold 1,703 units (comprising 2,253 floors) (which are entire homes or single floors that are combined to create complete homes) and in 2024, we sold 2,129 units (comprising 2,471 floors). We have one reportable segment.
Net cash provided by financing activities of $21.2 million in 2023 was attributable to net proceeds from our lines of credit. In November 2022, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $10.0 million of the Company’s common stock.
This was offset by $7.2 million associated with collections of notes receivable. Net cash used in financing activities of $7.7 million in 2025 was primarily attributable to stock repurchases of $7.6 million. In November 2022, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $10.0 million of the Company’s common stock.
We consider our obligations on current contracts to be immaterial and accordingly we have not recorded any reserve for repurchase commitment as of December 31, 2024.
We consider our obligations on current contracts to be immaterial and accordingly we have not recorded any reserve for repurchase commitment as of December 31, 2025. Recent Accounting Pronouncements See Note 2 to the Financial Statements for a discussion of recently issued and adopted accounting pronouncements.
Retail Store Sales Revenue from direct retail sales through company-owned retail locations generally is recognized when the customer has entered into a legally binding sales contract, payment is received, the home is delivered at the customer’s site, title has transferred, and collection is reasonably assured.
Sales under an inventory financing arrangement are considered sales of homes to the independent dealer and are recognized as revenue upon delivery of the home to the dealer’s location. 21 Table of Contents Retail Store Sales Revenue from direct retail sales through company-owned retail locations generally is recognized when the customer has entered into a legally binding sales contract, payment is received, the home is delivered at the customer’s site, title has transferred, and collection is probable.
This decrease was primarily due to a $1.4 million decrease in warranty costs, a $0.4 million decrease in consulting and professional fees, and a $0.4 million decrease in salaries and benefits costs, partially offset by a $0.4 million increase in real estate taxes and a net $0.7 million increase in other miscellaneous costs.
This increase was primarily due to a $500,000 increase in warranty costs, a $400,000 increase in consulting and professional fees, a $1.0 million increase in legal costs, and a $4.5 million increase in loan loss provision, partially offset by a net $800,000 decrease in payroll cost and a net $300,000 increase in other miscellaneous costs.
As of December 31, 2024, the Company was in compliance with all financial covenants, including that it maintain a maximum leverage ratio of no more than 1.00 to 1.00 and a minimum fixed charge coverage ratio of no less than 1.75 to 1.00. ​ Contractual Obligations The following table is a summary of contractual cash obligations as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period (in thousands) ​ ​ ​ ​ ​ ​ ​ Contractual Obligations Total 2025 2026 - 2027 2028 - 2029 After 2029 Lines of credit ​ $ — — — — — Operating lease obligations ​ $ 1,415 494 776 145 — ​ Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, net sales, results of operations, liquidity or capital expenditures.
As of December 31, 2025, the balance of the line of credit was $1.2 million which we subsequently paid off in January 2026. ​ Contractual Obligations The following table is a summary of contractual cash obligations as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period (in thousands) ​ ​ ​ ​ ​ ​ ​ Contractual Obligations ​ ​ ​ Total ​ ​ ​ ​ 2026 ​ ​ ​ 2027 - 2028 ​ ​ ​ 2029 - 2030 ​ ​ ​ ​ After 2030 Lines of credit - 21st Mortgage-AmeriCasa ​ $ 1,200 1,200 — — — Operating lease obligations ​ $ 1,473 515 669 195 94 ​ 25 Table of Contents Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, net sales, results of operations, liquidity or capital expenditures.
Inventory Finance Sales We provide inventory financing for independent retailers who purchase homes from us and then resell them to consumers. Sales under an inventory financing arrangement are considered sales of homes to the independent dealer and are recognized as revenue upon delivery of the home to the dealer’s location.
Inventory Finance Sales We provide inventory financing for independent retailers who purchase homes from us and then resell them to consumers.
Between December 31, 2024 and December 31, 2023 our consumer loan portfolio increased by $17.6 million, our MHP loan portfolio increased by $24.5 million, and our dealer finance notes balance did not change.
From December 31, 2024 to December 31, 2025, our consumer loan portfolio increased by $24.7 million, our MHP loan portfolio decreased by $9.9 million, and our dealer finance notes decreased by $5.9 million.
We consider all cash and highly liquid investments with an original maturity of three months or less to be cash equivalents. 21 Table of Contents Cash Flow Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ (in thousands) ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ $ 35,993 ​ $ (13,536) Net cash used in investing activities ​ $ (6,714) ​ $ (9,769) Net cash (used in) provided by financing activities ​ $ (28,878) ​ $ 21,235 Net change in cash ​ $ 401 ​ $ (2,070) Cash at beginning of period ​ $ 748 ​ $ 2,818 Cash at end of period ​ $ 1,149 ​ $ 748 ​ Comparison of Cash Flow Activities from 2024 to 2023 Net cash provided by operating activities was $36.0 million during the year ended December 31, 2024, compared to net cash of $13.5 million used in operating activities during 2023.
Cash Flow Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ (in thousands) ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ $ 37,152 ​ $ 35,993 Net cash used in investing activities ​ $ (22,078) ​ $ (6,714) Net cash (used in) provided by financing activities ​ $ (7,745) ​ $ (28,878) Net change in cash ​ $ 7,329 ​ $ 401 Cash at beginning of period ​ $ 1,149 ​ $ 748 Cash at end of period ​ $ 8,478 ​ $ 1,149 ​ Comparison of Cash Flow Activities from 2025 to 2024 Net cash provided by operating activities was $37.2 million during the year ended December 31, 2025, compared to net cash of $36.0 million provided by operating activities during 2024.
Liquidity and Capital Resources Liquidity We believe that cash flow from operations and cash at December 31, 2024, and availability on our lines of credit will be sufficient to fund our operations and provide for growth for the next 12 to 18 months and into the foreseeable future.
The following table calculates Book Value per Share as of December 31, 2025 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Total Stockholders’ Equity ​ $ 528,614 ​ $ 493,956 Total number of common shares outstanding ​ 23,812,341 ​ 24,158,311 Book value per share ​ $ 22.20 ​ $ 20.45 ​ (in thousands, except share and per share data) Liquidity and Capital Resources Liquidity We believe that cash flow from operations and cash at December 31, 2025 and availability on our lines of credit will be sufficient to fund our operations and provide for growth for the next 12 to 18 months and into the foreseeable future.
The Revolver matures July 28, 2027. For the year ended December 31, 2024 and 2023, interest expense under the Revolver was $689 and $930, respectively. The outstanding balance of the Revolver as of December 31, 2024 and 2023 was $0 and $23,680, respectively.
For the year ended December 31, 2025 and 2024, interest expense under the Revolver was $27,000 and $689,000, respectively. The outstanding balance of the Revolver as of December 31, 2025 and 2024 was $0 and $0, respectively. The interest rate in effect as of December 31, 2025 and 2024 for the Revolver was 6.69% and 7.61%, respectively.
Other revenue primarily consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees and other miscellaneous income and increased $7.0 million, or 106.3%, primarily due to $8.9 million in land sales related to the Forest Hollow mobile home community and the property in Marble Falls, Texas, $0.5 million in rental income from our mobile home park properties, partially offset by a $1.5 million decrease in forfeited deposits, a $0.6 million decrease in rental income from leased mobile homes and a $0.3 million decrease in other miscellaneous revenue.
Other revenue primarily consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees, and other miscellaneous income and decreased $9.7 million, or 71.0%, primarily due to $8.8 million decrease in land sales, and a $1.0 million decrease in forfeited deposits. The cost of product sales decreased $5.2 million, or 5.8%, in 2025 as compared to 2024.
Net revenue attributable to our factory-built housing consisted of the following in 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ ​ ​ 2024 2023 $ Change % Change Net revenue: ​ ​ ​ ​ Product Sales ​ $ 129,345 ​ $ 145,100 ​ $ (15,755) (10.9) % Total units sold ​ 2,129 ​ 2,434 ​ (305) (12.5) % Net revenue per unit sold ​ $ 60.8 ​ $ 59.6 ​ $ 1.1 1.9 % ​ In 2024, our net revenue per product sold increased primarily because of a moderate increase in unit prices, as rising material and labor costs were passed on to our customers.
Net revenue attributable to our factory-built housing consisted of the following in 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ ​ % Change Net revenue: ​ ​ ​ ​ ​ ​ ​ ​ Product Sales ​ $ 116,932 ​ $ 129,345 ​ $ (12,413) (9.6) % Total units sold ​ 1,703 ​ 2,129 ​ (426) (20.0) % Net revenue per unit sold ​ $ 68.7 ​ $ 60.8 ​ $ 7.9 13.0 % ​ ​ 22 Table of Contents During 2025, our net revenue per product sold increased by 13% compared to 2024 as we raised home prices to offset rising raw material costs.
We had a $0.4 million decrease in interest income on Other notes and a $0.2 million decrease in interest expense. Income tax expense was $14.4 million for 2024 compared to $14.3 million for 2023.
We had a $1.2 million decrease in interest income on Other notes and a $700 increase in interest expense.
Dealer incentive expense decreased $1.5 million, or 258.7% in 2024 as compared to 2023. Other income (expense), net increased by $8.3 million in 2024, as compared to 2023.
Dealer incentive expense increased $1.3 million, or 136% in 2025 as compared to 2024. Beginning in 2025, dealer incentive expense is reported as a component of SG&A (previously classified separately). Other income (expense), net decrease by $9.3 million in 2025, as compared to 2024.
Subsequently, the Company repaid in full the balance due on its prior line of credit with Capital One, N.A. and all commitments under this prior line of credit were terminated. The Revolver provides for a four-year senior secured revolving credit facility with an initial commitment of $50,000 and an additional $25,000 commitment under an accordion feature.
The Revolver provides for a four-year senior secured revolving credit facility with an initial commitment of $50.0 million and an additional $25.0 million commitment under an accordion feature. The Revolver is secured by the Company’s consumer loans receivables and all escrow accounts associated with the consumer loans receivables.
We have not incurred any losses from such accounts and management considers the risk of loss to be minimal. As of December 31, 2024, we had approximately $1.1 million in cash, compared to $0.7 million as of December 31, 2023.
(See Lines of Credit , below.) ​ Cash We maintain cash balances in bank accounts that may, at times, exceed federally insured limits. We have not incurred any losses from such accounts, and management considers the risk of loss to be minimal.
The cost of product sales decreased $9.6 million, or 9.7%, in 2024 as compared to 2023. The decrease in costs is primarily related to a decrease in units sold. The cost of other sales was $8.2 million in 2024 and primarily reflects the cost associated with our land sales.
The decrease in costs is primarily related to a decrease in the number of units sold offset by increases to raw material costs and the impact of tariffs. The cost of other sales was $1.7 million in 2025 which is a $6.5 million decrease from 2024 primarily related to significant 2024 land sale revenue.
Selling, general and administrative expenses decreased $1.1 million, or 4.4%, in 2024 as compared to 2023.
Selling, general and administrative expenses increased $6 million, or 26% , in 2025 as compared to 2024, not including dealer incentive expense added to SG&A in 2025.
Inventory finance sales decreased $7.4 million, or 16.8% from 2023 to 2024, primarily due to dealers continuing to sell through their existing inventories. 20 Table of Contents Consumer, MHP and dealer loans interest income increased $3.8 million, or 10.1%, from 2023 to 2024 due to growth in our loan portfolios.
Inventory finance sales to independent dealers were essentially flat during 2025, increasing just 1.4% compared to 2024. Other product sales, which include freight income and part sales, declined $1.0 million or 11.7%. Consumer, MHP, and dealer loans interest income increased $2.5 million, or 6.1%, from 2024 to 2025 due to growth in our loan portfolios.
Removed
We had decreases in direct sales, inventory finance sales and other product sales. We believe the market for mobile homes in 2024 remained slow due to the economic environment, including higher inflation and rising home costs. Direct sales decreased $8.4 million, or 47.8% from 2023 to 2024, mainly due to general slowdown in the market for mobile homes.
Added
We actively review organic and inorganic opportunities to add production capacity in attractive regions to meet future demand. ● Finally, during the year, the Company experienced higher input costs attributable in part to increased tariffs on goods imported from China.
Removed
Commercial sales increased $0.2 million, or 0.3% from 2023 to 2024 reflecting steady purchases of mobile homes by mobile home park operators. Retail store sales increased $0.9 million, or 4.5% from 2023 to 2024 as our continued efforts to focus on our own retail sales channel helped moderate the impact of market conditions.
Added
Certain materials and components used in the manufacture of our homes, including electrical fixtures, hardware, and other finished products, are sourced either directly from China or through domestic suppliers affected by these tariffs.
Removed
The change in the balance of our MHP loan portfolio is primarily due a settlement agreement we reached with a significant borrower, as discussed in Note 5, Notes Receivable from Mobile Home Parks, to our December 31, 2024 financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form-10K, which resulted in reclassifying balances from Other notes receivable, net to Notes receivable from mobile home parks on our balance sheet.
Added
The resulting cost increases have placed pressure on our gross margins and may continue to do so if tariff levels remain elevated or expand to additional product categories.
Removed
The effective tax rate for the year ended December 31, 2024 was 18.9% and primarily differs from the federal statutory rate of 21% primarily due to a federal tax credit for energy efficient construction and partially offset by state income taxes.
Added
While management is taking steps to mitigate these effects through supplier diversification and selective price adjustments, the full impact of the current tariff environment remains uncertain and could affect our cost structure and profitability in the future.
Removed
The effective tax rate for the year ended December 31, 2023 was 20.8% and primarily differs from the federal statutory rate of 21% primarily due to a federal tax credit for energy efficient construction and partially offset by state income taxes.
Added
Product sales decreased $12.4 million or 9.6% during 2025 compared to 2024. The market for manufactured homes lacked growth during 2025 due to economic conditions characterized by inflationary pressures, continued higher interest rates coupled with tighter credit, and consumer affordability fatigue. Commercial sales to MHP customers declined $16.8 million or 30% as MHP operators faced several headwinds in 2025.
Removed
On July 28, 2023, we terminated our credit agreement with Capital One, N.A. and entered into a new credit agreement with Prosperity Bank that expanded and extended our credit availability (see Lines of Credit , below). ​ Cash We maintain cash balances in bank accounts that may, at times, exceed federally insured limits.
Added
These included capital caution following sharp rent and cost inflation, already high occupancy rates limiting available pads, and tighter financing conditions – all of which dampened new home orders even as underlying tenant demand remains stable.
Removed
This change was primarily a result of increased cash provided by operating income before non-cash adjustments, decreased volume of MHP loan originations net of principal collections, decreased inventories, decreased other assets – leased mobile homes, increased accounts payable, increased customer deposits and increased escrow liability.
Added
The decline in commercial sales was offset by an increase in our retail store sales which grew $2.5 million, or 12.7% from 2024 to 2025 as we focused efforts to increase sales through our company owned retail outlets. Also, direct sales of homes to dealers for cash increased $2.3 million or 25% from 2024 to 2025.
Removed
The increase in cash provided by operating activities was partially offset by decreased accrued liabilities and decreased dealer incentive liability.
Added
The change in the balance of our MHP loan portfolio is primarily due to parks paying off their notes early, and current loans consisting of fewer homes per loan.
Removed
Net cash used in investing activities of $6.7 million in 2024 was primarily attributable to $5.5 million of originations related to loans we made to third parties for the development of manufactured housing parks, and $9.2 million in improvements and development related to property, plant and equipment.
Added
Income tax expense was $9.8 million for 2025 compared to $14.4 million for 2024, mirroring the decline in pre-tax income. ​ Book Value per Share “Book Value per Share” is a financial measure that management uses to evaluate the Company’s capital adequacy and to assess trends in shareholder value.
Removed
These were offset by $6.4 million of collections related to loans we made to third parties for the development of manufactured housing parks and proceeds of $1.6 million from the sale of property.
Added
Management believes this measure is useful to investors because it provides a per‑share view of the Company’s net asset value attributable to common shareholders, excluding items that may introduce period‑to‑period volatility and are not indicative of ongoing operations.
Removed
Net cash used in financing activities of $28.9 million in 2024 was attributable to net uses of $23.7 million to pay down our lines of credit and $5.4 million of stock repurchases offset by $0.2 million received from the exercise of stock options.
Added
We define “Book Value per 23 Table of Contents Share” as total stockholders’ equity, the most directly comparable GAAP financial measure, divided by the number of common shares outstanding as of December 31, 2025.
Removed
The Revolver is secured by the Company’s consumer loans receivables and all escrow accounts associated with the consumer loans receivables.
Added
As of December 31, 2025, we had approximately $8.5 million in cash and cash equivalents, compared to $1.1 million as of December 31, 2024. We consider all cash and highly liquid investments with an original maturity of three months or less to be cash equivalents.
Removed
Recent Accounting Pronouncements 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.
Added
This change was primarily a result of cash provided from net income of $41.8 million in 2025 and augmented by positive non-cash adjustments of $3.6 million.
Removed
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.
Added
Non-cash adjustments included increases to operating cash due to increased loan loss reserves and depreciation and amortization expense offset by a decrease in the 2024 deferred income tax liability and establishment of a deferred tax asset in 2025 as well as amortization of deferred revenue associated with loan portfolios.
Removed
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.
Added
Changes in assets and liabilities reduced net cash provided by operations by $8.2 million.
Removed
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.

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