UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01. Changes in Registrant's Certifying Accountant.
On October 27, 2023, Legacy Housing Corporation (“Legacy” or the “Company”) was notified that its independent registered public accounting firm, CohnReznick LLP (“CohnReznick”), is resigning, without cause, effective November 22, 2023. Legacy engaged CohnReznick on May 9, 2023 (the “Engagement Date”), following CohnReznick’s acquisition of Legacy’s prior independent registered public accounting firm, Daszkal Bolton LLP (“Daszkal”), on March 1, 2023.
Since the Engagement Date, and through the date of this Current Report on Form 8-K, there have been (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to CohnReznick’s satisfaction, would have caused CohnReznick to make reference thereto in its reports on the financial statements for such period; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that CohnReznick advised the Company of material weaknesses in its internal control over financial reporting as of June 30, 2023.
These material weaknesses were first disclosed in the Company’s annual report on Form 10-K filed for the year ended December 31, 2022, and although the Company has implemented a remediation plan to address these material weaknesses, the Company’s enhanced controls have not operated for a sufficient period of time to demonstrate that the material weakness have been remediated as of June 30, 2023.
The Company is currently in the client acceptance process with a new independent registered public accounting firm and expects to have one retained prior to CohnReznick’s resignation.
On November 1, 2023, the Company provided CohnReznick with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that CohnReznick furnish a letter addressed to the Securities and Exchange Commission either agreeing or disagreeing with the statements contained herein. A copy of CohnReznick’s letter, dated November 2, 2023, agreeing with the statements contained herein as they pertain to CohnReznick, is attached hereto and filed as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
| Description |
16.1 | Letter from CohnReznick to the Securities and Exchange Commission dated November 2, 2023 | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LEGACY HOUSING CORPORATION | ||
Date: November 2, 2023 | By: | /s/ R. Duncan Bates |
Name: | R. Duncan Bates | |
Title: | President and Chief Executive Officer | |
Exhibit 16.1
November 2, 2023
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Ladies and Gentlemen:
We have read the statements made by Legacy Housing Corporation, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of the Company dated November 2, 2023, and agree with such statements contained therein as they pertain to our firm.
Sincerely,
/s/ CohnReznick LLP
Document and Entity Information |
Nov. 02, 2023 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Nov. 02, 2023 |
| Entity File Number | 001-38761 |
| Entity Registrant Name | LEGACY HOUSING CORPORATION |
| Entity Incorporation, State or Country Code | TX |
| Entity Tax Identification Number | 20-2897516 |
| Entity Address, Address Line One | 1600 Airport Freeway |
| Entity Address, Adress Line Two | #100 |
| Entity Address, City or Town | Bedford |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 76022 |
| City Area Code | 817 |
| Local Phone Number | 799-4900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock ($0.001 par value) |
| Trading Symbol | LEGH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0001436208 |
| Amendment Flag | false |