FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended February 5, 2000 Commission File number 0-6506 NOBILITY HOMES, INC. (Exact name of registrant as specified in its charter) Florida 59-1166102 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 3741 S.W. 7th Street Ocala, Florida 34474 (Address of principal executive offices) (Zip Code) (352) 732-5157 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X ; No _____. The number of shares outstanding of each of the issuer's classes of common equity as of March 16, 2000 was 4,672,138. NOBILITY HOMES, INC. INDEX Page Number PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of February 5, 2000 and November 6, 1999 3 Consolidated Statements of Income for the three months ended February 5, 2000 and January 30, 1949 4 Consolidated Statements of Cash Flows for three months ended February 5, 2000 and January 30, 1959 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Conditions 8 PART II. Other Information and Signatures 10 Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits Page 2 PART I. FINANCIAL INFORMATION NOBILITY HOMES, INC. CONSOLIDATED BALANCE SHEETS February 5, 2000 November 6, 1999 ------------------ ------------------- ASSETS (Unaudited) Current Assets: Cash and cash equivalents $ 7,511,478 $ 7,973,241 Accounts receivable - trade 493,228 167,764 Inventories 8,393,054 9,149,924 Deferred income taxes 179,900 179,900 Prepaid expenses and other current assets 378,771 310,642 ----------- ----------- Total current assets 16,956,431 17,781,471 Property, plant and equipment, net 1,920,737 1,987,047 Investment in joint venture - Nobility 21 558,464 431,433 Deferred income taxes - noncurrent 665,400 665,400 Other assets 2,254,984 2,256,984 ----------- ----------- Total assets $ 22,356,016 $ 23,122,335 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 735,487 $ 1,183,765 Accrued expenses and other current liabilities 530,559 974,286 Accrued compensation 232,692 428,343 Income taxes payable 347,150 99,150 ----------- ----------- Total current liabilities 1,845,888 2,685,544 ----------- ----------- Commitments and contingencies liabilities - - Stockholders' equity: Preferred stock, $.10 par value, 500,000 shares authorized, none issued - - Common stock, $.10 par value, 10,000,000 shares authorized; 5,364,907 shares issued 536,491 536,491 Additional paid in capital 8,629,144 8,629,144 Retained earnings 14,939,874 14,540,965 Less treasury stock at cost, 692,769 and 633,069 shares, respectively, in 2000 and 1999 (3,595,381) (3,269,809) ----------- ----------- Total stockholders' equity 20,510,128 20,436,791 ----------- ----------- Total liabilities and stockholders' equity $ 22,356,016 $ 23,122,335 =========== =========== Page 3 NOBILITY HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended February 5, January 30, 2000 1999 -------------------- ----------------- Net sales $ 6,130,268 $ 10,080,257 Net sales - related parties 25,245 26,645 ---------- ----------- Total net sales 6,155,513 10,106,902 Cost of goods sold (4,671,316) (7,312,538) ---------- ----------- Gross profit 1,484,197 2,794,364 Selling, general and administrative expenses (1,342,125) (1,706,493) ----------- ----------- Impairment adjustment of goodwill (18,000) - Operating income 124,072 1,087,871 ---------- ----------- Other income: Interest income 81,398 52,298 Undistributed earnings in joint venture - Nobility 21 127,031 21,592 Gain on recovery of TLT, Inc. note receivable 306,830 - Miscellaneous income 7,578 3,484 ---------- ----------- 522,837 77,374 ---------- ----------- Income before provision for income taxes 646,909 1,165,245 Provision for income taxes (248,000) (447,000) ---------- ----------- Net income $ 398,909 $ 718,245 ========== =========== Weighted average shares outstanding Basic 4,695,685 4,863,039 Diluted 4,695,685 4,941,227 Earnings per share Basic $ .08 $ .15 Diluted $ .08 $ .15 Page 4 NOBILITY HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended February 5, January 30, 2000 1999 ----------------- --------------- Cash flows from operating activities: Net income $ 398,909 $ 718,245 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 64,692 59,091 Impairment adjustment of goodwill 18,134 - Gain on recovery of TLT, Inc. note receivable (306,830) - Undistributed earnings in joint venture - Nobility 21 (127,031) (21,592) (Increase) decrease in: Accounts receivable - trade (325,464) (108,322) Inventories 756,870 (882,466) Prepaid expenses and other current assets (68,129) (30,338) Increase (decrease) in: Accounts payable (448,278) (565,820) Accrued expenses and other current liabilities (443,727) (560,288) Accrued compensation (195,651) (240,482) Income taxes payable 248,000 438,000 ---------- ----------- Net cash used in operating activities (428,505) (1,193,972) ---------- ----------- Cash flows from investing activities: Purchase of property, plant and equipment (29,046) (73,498) Increase in receivable from officers for life insurance premiums (25,000) - ---------- ----------- Net cash used in investing activities (54,046) (73,498) ---------- ----------- Cash flows from financing activities: Purchase of treasury stock (325,572) (24,804) Collection of TLT,Inc. note receivable 306,830 - Other 39,530 - ---------- ----------- Net cash provided by (used in) financing activities 20,788 (24,804) ---------- ----------- Decrease in cash and cash equivalents (461,763) (1,292,274) Cash and cash equivalents at beginning of quarter 7,973,241 5,891,994 ---------- ----------- Cash and cash equivalents at end of quarter $ 7,511,478 $ 4,599,720 ========== =========== Supplemental disclosure of cash flow information Income taxes paid $ - $ 155,000 ========== =========== Page 5 NOBILITY HOMES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The unaudited financial information included in this report includes all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The operations for the three months ended February 5, 2000 are not necessarily indicative of the results of the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission rules and regulations governing Form 10-Q. The condensed financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Registrant's November 6, 1999 Form 10-K Annual Report. 2. Inventories ----------- Inventories are carried at the lower of cost or market. Cost of finished home inventories is determined on the specific identification method. Other inventory costs are determined on a first-in, first-out basis. Inventories at February 5, 2000 and November 6, 1999 are summarized as follows: February 5, November 6, 2000 1999 ------------- ------------- Raw materials $ 557,742 $ 571,151 Work-in-process 91,826 114,733 Finished homes 6,792,902 7,425,884 Pre-owned manufactured homes 449,155 496,593 Model home furniture and other 501,429 541,563 ---------- ---------- $ 8,393,054 $ 9,149,924 ========== ========== Page 6 NOBILITY HOMES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (UNAUDITED) Three Months Ended February 5, January 30, 2000 1999 ------------- ------------ Net income $ 398,909 $ 718,245 ========== ========== Weighted average shares outstanding: Basic 4,695,685 4,863,039 Add: common stock equivalents - 78,188 ---------- ---------- Diluted 4,695,685 4,941,227 ========== ========== Earnings per share: Basic and Diluted $ 0.08 $ 0.15 ========== ========== 3. Stock Dividend -------------- On December 15, 1998, the Company's Board of Directors declared a 10% stock dividend which was paid on February 19, 1999 to stockholders of record on January 15, 1999. This resulted in the issuance of 442,820 additional shares of common stock. The dividend was charged to retained earnings in the amount of approximately $6.5 million, which was based upon the fair value of the Company's common stock. All references to weighted-average shares outstanding and per share amounts included herein reflect the 10% stock dividend and its retroactive effect. Page 7 NOBILITY HOMES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations - --------------------- Net sales in the first quarter of 2000 were $6,155,513 as compared to $10,106,902 for the first quarter of 1999. The decrease in sales for the first three months of 2000 was primarily due to a very competitive market caused by the industry's excess retail inventory. This excess inventory has developed from industry growth of new retail locations that has outpaced consumer demand. Tighter credit standards, increasing mortgage interest rates and managements decision not to discount homes just to Gross profit in the first quarter of 2000 as a percentage of net sales was 24.1 percent compared to 27.6 percent for the same period last year. The decrease in gross profit in the first quarter of 2000 was primarily due the lower sales volume at both the Nobility's manufacturing plants and Prestige retail sales centers. Selling, general and administrative expenses, as a percentage of net sales, was 21.8 percent in the first quarter of 2000 compared to 16.9 percent for the same period last year. The increase in first quarter of 2000 selling, general and administrative expenses as a percent of net sales was due to the fixed overhead cost associated with the lower sales volume. Selling, general and administrative expenses declined approximately $364,000 in dollars, primarily due to the closing of four retail sal Other income for first quarter 2000 was $522,837 of which $81,398 was from interest on short term investments and $127,031 was undistributed earnings from the Company's financing joint venture, Nobility 21. Earnings from Nobility 21 increased versus a year ago first quarter due to the sale of loans in an asset backed securitazation which occurred during the first quarter 2000. The Company received a $306,830 payment from TLT Communities against $1,518,754 of advances that are non-interest bearing and have been fully reserved since 1991. This compares to $77,374 in the first quarter of fiscal 1999, of which $52,298 was from short term interest and $21,592 was undistributed earnings from Nobility 21. There was no payment from TLT communities during the first quarter of fiscal 1999. As a result of the factors discussed above, net income for the first quarter of 2000 was $398,909 or $.08 per share, compared to $718,245 or $.15 per share in the first quarter of 1999. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents were $7,511,478 at February 5, 2000 compared to $7,973,241 as of November 6, 1999. Working capital increased to $15,110,543 at February 5, 2000 from $15,095,927 at November 6, 1999. Inventories decreased to $8,393,054 in the first quarter of 2000 from $9,149,924 at the fourth quarter of 1999, as a result of Prestige lowering the number of model homes in stock at their retail sales centers. The Company repurchased 59,700 shares of its common stock in the open market during the first quarter of 2000 for $325,573. The Company maintains a revolving credit agreement with a major bank providing for borrowings up to $4.0 million. At February 5, 2000 and November 6, 1999, there were no amounts outstanding under this agreement. Prestige closed one of its sales centers in Chiefland, Florida in November 1999 and made an impairment adjustment to goodwill in the amount of $18,143. Consistent with normal practice, the Company's operations are not expected to require significant capital expenditures during fiscal year 2000. Working capital requirements for the home inventory for new and existing sales centers will be met with internal sources. Page 8 NOBILITY HOMES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued) Forward Looking Statements - -------------------------- Certain statements in this report are forward-looking statements within the meaning of the of the federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, there are risks and uncertainties that may cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, competitive pricing pressures at both the wholesale and retail levels, changes in mar Page 9 Part II. OTHER INFORMATION AND SIGNATURES There were no reportable events for Item 1 through Item 3 and Item 5 Item 4. Submission of Matters to a Vote of Security Holders. a) The Annual Meeting of the Shareholders was held on February 25, 2000 b) The vote to elect a board of five directors was as follows: For Against Abstain Not Voted --- ------- ------- --------- Terry E. Trexler 4,398,819 0 14,621 258,698 Richard C. Barberie 4,397,439 0 16,001 258,698 Robert P. Holliday 4,400,519 0 12,921 258,698 Robert P. Saltsman 4,400,112 0 13,328 258,698 Thomas W. Trexler 4,400,519 0 12,921 258,698 Item 6. Exhibits Exhibit 27 Financial Data Schedule Page 10 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOBILITY HOMES, INC. DATE: March 8, 2000 By: /s/ Terry E. Trexler ----------------------------------- Terry E. Trexler, Chairman, President and Chief Executive Officer DATE: March 8, 2000 By: /s/ Thomas W. Trexler ----------------------------------- Thomas W. Trexler, Executive Vice President, Chief Financial Officer DATE: March 8, 2000 By: /s/ Lynn J. Cramer, Jr. ----------------------------------- Lynn J. Cramer, Jr., Treasurer and Principal Accounting Officer