Legacy Housing Corp (LEGH)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements and accompanying notes and the information contained in other sections of this Form 10-Q. It contains forward looking statements that involve risks and uncertainties, and is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those anticipated by our management in these forward looking statements as a result of various factors, including those discussed in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, particularly under the heading “Risk Factors.” Dollar amounts are in thousands unless otherwise noted.

Overview

For the three months ended June 30, 2026, total net revenue was $66.3 million, an increase of 32.3% over the same period in 2025, and net income was $23.5 million, or $0.99 per diluted share, compared to net income of $14.7 million, or $0.60 per diluted share, in the prior-year quarter. Overall net income increased $8.8 million for the quarter, up 59.8%. The increase was driven primarily by a 40.0% increase in product sales, reflecting the commencement of deliveries under a large workforce-housing order that contributed approximately $25.5 million of product sales during the quarter, partially offset by lower inventory finance sales. For the six months ended June 30, 2026, total net revenue was $100.7 million and net income was $34.4 million, or $1.44 per diluted share. We ended the quarter with $29.0 million of cash and no borrowings outstanding under our $50.0 million revolving credit facility. Gross margin during the quarter benefited from approximately $0.7 million of tariff refunds, although uncertainty regarding future tariff levels remains. We continue to see growing demand for workforce housing across our markets and view our ability to recruit and retain trained labor as our principal near-term constraint on growth.

We build, sell and finance manufactured homes and “Tiny Houses” that are distributed through a network of independent retailers and company-owned stores and are sold directly to manufactured housing communities. We are one of the largest producers of manufactured homes in the United States. With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 3½ bathrooms. Our homes range in price, at retail, from approximately $47,000 to $200,000. For the three months ended June 30, 2026 and 2025 we sold 718 (consisting of 774 floors) and 564 units (consisting of 697 floors) (which are entire homes or single floors that are combined to create complete homes), respectively. For the six months ended June 30, 2026 and 2025 we sold 1,030 (consisting of 1,138 floors) and 914 units (consisting of 1,124 floors), respectively.

We believe our Company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers. We manufacture custom-made homes using quality materials, distribute those homes through our expansive network of independent retailers and company-owned distribution locations and provide tailored financing solutions for our customers. Our homes are constructed in the United States at one of our three manufacturing facilities in accordance with the construction and safety standards of the U.S. Department of Housing and Urban Development (“HUD”). Our factories employ high-volume production techniques that allow us to produce up to, on average, approximately 70 home sections, or 60 fully-completed homes depending on product mix, in total per week. We use quality materials and operate our own component manufacturing facilities for many of the items used in the construction of our homes. Each home can be configured according to a variety of floor plans and equipped with features such as fireplaces, central air conditioning and state-of-the-art kitchens. While substantially all of the homes we sell are constructed at our three manufacturing facilities, we also purchase a limited number of homes at wholesale from third-party manufacturers for resale. These purchased homes have historically represented approximately 50 units per quarter but exceeded 100 units during the three months ended June 30, 2026.

Our homes are marketed under our premier “Legacy” brand name and currently are sold primarily across 15 states through a large network of independent retail locations, 14 company-owned retail locations and through direct sales to owners of manufactured home communities. Our 14 company-owned retail locations consist of 13 Heritage Housing stores, which exclusively sell our homes, and one location that operates under the AmeriCasa name and sells both our homes and those of several other manufacturers.

26

Table of Contents

For the six months ended June 30, 2026, approximately 65% of our manufactured homes were sold in Texas, followed by 4% per state in Ohio and Georgia, and 3% per state in Oklahoma, North Carolina, Kansas, Florida, and Illinois. The remaining 12% sold are from thirteen other states.

We offer three types of financing solutions to our customers. We provide inventory financing for our independent retailers who purchase homes from us and then sell them to consumers. We provide consumer financing for our products which are sold to end-users through both independent and company-owned retail locations. We also provide financing solutions to manufactured housing community owners that buy our products for use in their communities. Our ability to offer competitive financing options at our retail locations provides us with several competitive advantages and allows us to capture sales which may not have otherwise occurred without our ability to offer consumer financing.

Management Transition

On July 17, 2026, Curtis D. Hodgson notified the Company of his decision to retire from his positions as Executive Chairman and as a member of the Board of Directors, effective July 21, 2026 at 5:00 p.m. Central Time. The Board of Directors has not yet named a successor Chairman or appointed a replacement director, and the timing of any such action has not been determined. Kenneth E. Shipley continues to serve as the Company’s Chief Executive Officer. Prior to Mr. Hodgson’s retirement, Mr. Hodgson and Mr. Shipley together served as the Company’s co-chief operating decision makers; following his retirement, Mr. Shipley serves as the Company’s sole chief operating decision maker. This change did not affect the Company’s single reportable segment or the manner in which the Company reviews financial and operating performance and allocates resources. The Company does not expect Mr. Hodgson’s retirement to have a material effect on its results of operations, financial position, or liquidity. See Note 1 — Nature of Operations (Segment Reporting) and Note 17 — Subsequent Events.

Factors Affecting Our Performance

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

During the second quarter of 2026, U.S. inflation remained above the Federal Reserve's long-term target but moderated late in the quarter. After rising to a three-year high of 4.2% in May 2026 — driven in significant part by a sharp increase in energy prices following geopolitical events in the Middle East — the annual rate of inflation eased to 3.5% in June 2026 as energy prices declined, with core inflation (excluding food and energy) at 2.6%. Our ability to maintain gross margins can be adversely impacted by sudden increases in specific costs, such as raw materials, transportation, and labor. The Federal Reserve held its benchmark interest rate steady at its June 2026 meeting, and average 30-year mortgage rates remained above 6%. Although chattel financing rates for manufactured homes generally move independently of mortgage rates, sustained elevated borrowing costs can affect the ability of home buyers to obtain affordable financing. We continue to explore opportunities to minimize the impact of inflation and elevated borrowing costs on our future profitability.

Our financial performance depends on how well we can fulfill orders from dealers and customers for our manufactured homes. Our Georgia facility has room to grow, and with additional investment we can expand capacity to produce more homes. Given the strength of our balance sheet and our sustained profitability, we believe we are well positioned to fund that growth; our most significant near-term constraint is securing and retaining enough trained labor to meet demand — a challenge that would intensify if we are successful in converting a meaningful portion of our current workforce-housing opportunities. To address this, management is implementing new recruiting and retention programs intended to expand and stabilize our skilled workforce. Sustained growth also requires accurate forecasting across several dimensions: the volume of business we pursue and accept, our product mix, production scheduling, and the management of inventory, equipment, and staffing levels. We continue to evaluate both organic expansion and acquisition opportunities to add capacity in regions where demand is strongest.

During the first quarter of 2026, the Company received a non-refundable advance deposit of approximately $7.1 million from a single customer in connection with a large order of manufactured homes intended for use as workforce housing. The order covers a total of 380 units. Amounts received from the customer are recorded as customer deposits until the related units are delivered, at which point the corresponding product sales are recognized. Production commenced during the first quarter of 2026 and continued during the second quarter, and the Company began deliveries during the second quarter of 2026, shipping 113 units during the quarter. The Company expects to complete deliveries under the contract during the remainder of 2026. Workforce housing is receiving significant attention across our market areas, and

27

Table of Contents

given the number of projects currently underway or planned in those areas, we believe there is a meaningful opportunity for additional orders of this type. The Company's ability to fulfill this order, and any future orders, on schedule depends on production capacity, the availability of trained labor, raw material availability, and other factors discussed elsewhere in this Quarterly Report.

During the second quarter of 2026, the Company continued to incur elevated input costs attributable in part to tariffs on imported goods, including goods imported from China. Certain materials and components used in the manufacture of our homes — including electrical fixtures, hardware, appliances, and other finished products — are sourced either directly from China or through domestic suppliers affected by these tariffs. In contrast to the significant volatility in tariff rates during the first half of 2025, rates remained essentially stable between the first and second quarters of 2026, which improved our ability to forecast input costs. The U.S. tariff environment nonetheless continued to evolve. In February 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act (“IEEPA”) did not authorize certain of the emergency tariffs imposed in 2025, and U.S. Customs and Border Protection began winding down collection of those duties. The U.S. Trade Representative subsequently initiated new Section 301 investigations in March 2026 that could provide an alternative legal basis for tariffs on imports from China and other trading partners

[Excerpt truncated for page length; source filing is linked above.]

ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements and accompanying notes and the information contained in other sections of this Form 10-K. It contains forward-looking statements that involve risks and uncertainties, and is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those anticipated by our management in these forward-looking statements as a result of various factors, including those discussed in this Form 10-K and in our Registration Statement on Form S-1, particularly under the heading “Risk Factors.” Dollar amounts are in thousands unless otherwise noted.

Overview

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

We have one reportable segment. All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of our company supports the others. For example, the sale of manufactured homes includes coordinating or providing transportation for dealers. We also provide financing options for customers to facilitate home sales. Accordingly, all significant operating and strategic decisions by the co-chief operating decision makers, the Executive Chairman and Chief Executive Officer, are based upon analyses of our company as one operating segment.

We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers. We manufacture custom-made homes using quality materials, distribute those homes through our expansive network of independent retailers and company-owned distribution locations and provide tailored financing solutions for our customers. Our homes are constructed in the United States at one of our three manufacturing facilities in accordance with the construction and safety standards of the U.S. Department of Housing and Urban Development (“HUD”). Our factories employ high-volume production techniques that allow us to produce up to, on average, approximately 70 home sections, or 60 fully-completed homes depending on product mix, in total per week. We use quality materials and operate our own component manufacturing facilities for many of the items used in the construction of our homes. Each home can be configured according to a variety of floor plans and equipped with features such as fireplaces, central air conditioning and state-of-the-art kitchens.

Our homes are marketed under our premier “Legacy” brand name and currently are sold primarily across 15 states through a network of over 80 independent retail locations, 14 company-owned retail locations and through direct sales to owners of manufactured home communities. Of our 14 company-owned retail locations, 13 Heritage Housing stores and one Tiny House Outlet stores exclusively sell our homes. One company-owned location operates under the AmeriCasa name and sells both our homes and those of several other manufacturers. During the years ended December 31, 2025 and 2024, no independent retailer accounted for 10% or more of our product sales. Approximately 44% of our 2025 product sales were attributable to our independent retail distributors, 21% to our company-owned retail locations and 35% directly to owners of manufactured housing communities. Approximately 38% of our 2024 product sales were attributable to our independent retail distributors, 17% to our company-owned retail locations and 45% directly to owners of manufactured housing communities.

​

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:

​

We offer three types of financing solutions to our customers. We provide inventory financing for our independent retailers who purchase homes from us and then sell them to consumers. We provide consumer financing for our products which are sold to end-users through both independent and company-owned retail locations. We also provide financing solutions to manufactured housing community owners that buy our products for use in their manufactured housing communities. Our ability to offer competitive financing options at our retail locations provides us with several competitive advantages and allows us to capture sales which may not have otherwise occurred without our ability to offer consumer financing.

Factors Affecting Our Performance

We believe that the growth of our business and our future success depend on various opportunities, challenges, trends and other factors, including, but not limited to, the following:

​

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

​

19

Table of Contents

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates and judg

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]