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 January 31, 1998 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 (Issuer's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered None None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.10 par value (Title of Class) 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 _____. (APPLICABLE ONLY TO CORPORATE ISSUERS) Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of March 12, 1998. 4,456,251 NOBILITY HOMES, INC. INDEX Page Number PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of January 31, 1998 and November 1, 1997 3 Consolidated Statements of Income for the three months ended January 31, 1998 and February 1, 1997 4 Consolidated Statements of Cash Flows for three months ended January 31, 1998 and February 1, 1997 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Conditions 7 PART II. Other Information and Signatures Item 4. Submission of Matters to a Vote of Security Holders 8 Item 6. Exhibits and Reports of Form 8-K 8 PART I. FINANCIAL INFORMATION NOBILITY HOMES, INC. CONSOLIDATED BALANCE SHEETS January 31, 1998 November 1, 1997 ---------------- ---------------- ASSETS (Unaudited) Current Assets: Cash and cash equivalents $ 6,355,568 $ 6,293,924 Accounts receivable - trade 1,007,168 386,019 Inventories 8,045,897 8,041,471 Deferred income taxes 150,100 150,100 Prepaid expenses and other current assets 114,671 113,857 ----------- ----------- Total current assets 15,673,404 14,985,371 Property, plant and equipment, net 1,302,516 1,285,112 Investment in joint venture 288,877 263,024 Deferred income taxes - noncurrent 697,100 697,100 Other assets 1,683,034 1,710,023 ----------- ----------- Total assets $ 19,644,931 $ 18,940,630 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,316,850 $ 1,592,980 Accrued compensation 473,786 606,651 Accrued expenses and other current liabilities 1,115,096 1,044,186 Income taxes payable 645,050 402,979 ----------- ----------- Total liabilities 3,550,782 3,646,796 ----------- ----------- Stockholders' equity: Preferred stock, $.10 par value, 500,000 shares authorized, none issued - - Common stock, $.10 par value, 10,000,000 shares authorized, 4,922,087 shares issued in 1998 and 1997 492,209 492,209 Additional paid in capital 2,197,185 2,197,185 Retained earnings 15,084,822 14,284,507 Less treasury stock at cost, 465,836 shares (1,680,067) (1,680,067) ----------- ----------- Total stockholders' equity 16,094,149 15,293,834 ----------- ----------- Commitments and contingencies - - ----------- ----------- Total liabilities and stockholders' equity $ 19,644,931 $ 18,940,630 =========== =========== NOBILITY HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended ------------------ January 31, February 1, 1998 1997 ----------- ----------- Net sales $ 10,589,052 $ 8,993,505 Net sales - related parties 16,913 52,487 ----------- ----------- Total net sales 10,605,965 9,045,992 Less cost of goods sold (7,895,612) (6,826,587) ----------- ----------- Gross profit 2,710,353 2,219,405 Selling, general and administrative expenses (1,503,891) (1,366,570) ----------- ----------- Operating income 1,206,462 852,835 ----------- ----------- Other income: Interest income 63,819 18,690 Undistributed earnings in joint venture 25,852 - Miscellaneous income 3,182 6,689 ----------- ----------- 92,853 25,379 ----------- ----------- Income before provision for income taxes 1,299,315 878,214 Less provision for income taxes (499,000) (337,000) ----------- ----------- Net income $ 800,315 $ 541,214 =========== =========== Weighted average shares outstanding(1) Basic 4,456,251 4,456,251 Diluted 4,495,134 4,456,251 Earnings per share(1) Basic $ .18 $ .12 Diluted $ .18 $ .12 (1) Restated to reflect three-for-two stock split in the form of a stock dividend paid on February 20, 1998 NOBILITY HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended ------------------ January 31, February 1, 1998 1997 ----------- ----------- Cash flows from operating activities: Net income $ 800,315 $ 541,214 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization 63,649 35,643 Undistributed earnings in joint venture (25,853) - (Increase) decrease in: Accounts receivable -trade (621,149) (944,141) Accounts receivable -trade from related parties - (174,313) Inventories (4,426) (329,960) Prepaid expenses and other current assets (814) (81,815) Increase (decrease) in: Accounts payable (276,130) (418,995) Accrued compensation (132,865) - Accrued expenses and other current liabilities 70,910 288,674 Income taxes payable 242,071 248,247 ---------- ---------- Net cash flows provided by (used in) operating activities 115,708 (835,446) ---------- ---------- Cash flows from investing activities: Purchase of equipment (54,064) (81,015) ---------- ---------- Net cash flows (used in) investing activities (54,064) (81,015) ---------- ---------- Increase (decrease) in cash and cash equivalents 61,644 (916,461) Cash and cash equivalents at beginning of year 6,293,924 2,049,184 ---------- ---------- Cash and cash equivalents at end of quarter $ 6,355,568 $ 1,132,723 ========== ========== Supplemental disclosure of cash flow information Interest paid $ - $ - ========== ========== Income taxes paid $ 275,000 $ 125,000 ========== ========== 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 January 31, 1998 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 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 1, 1997 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 January 31, 1998 and November 1, 1997 are summarized as follows: January 31, November 1, 1998 1997 ----------- ----------- Raw Materials $ 550,465 $ 540,279 Work-in-process 89,277 75,022 Finished homes 6,414,422 6,501,759 Pre-owned manufactured homes 364,082 340,751 Model home furniture and other 627,651 583,660 ---------- ---------- $ 8,045,897 $ 8,041,471 ========== ========== 3. Earnings Per Share ------------------ Effective for the quarter ended January 31, 1998, the Company adopted FASB Statement on Accounting Standards No. 128, Earnings Per Share. The Statement simplifies the standards for computing earnings per share by replacing the presentation of primary earnings per share with a presentation of basic earnings per share. Prior years have been restated to reflect this change. The following reconciliation details the numerators and denominators used to calculate basic and diluted earnings per share for the respective periods: Three Months Ended ------------------ January 31, February 1, 1998 1997 ----------- ----------- Net income $ 800,315 $ 541,214 Weighted average shares outstanding Basic 4,456,251 4,456,251 Add: common stock equivalents 38,883 - ----------- ----------- Diluted 4,495,134 4,456,251 =========== =========== Earning per share: Basic and Diluted $ 0.18 $ 0.12 =========== =========== 4. Three-for-two Stock Split ------------------------- On January 6, 1998, the Company declared a three-for-two stock split in the form of a stock dividend, payable on February 20, 1998 to shareholders of record as of January 30, 1998. Fiscal 1997 stock- holders' equity has been restated to give the retroactive recognition to the stock split in the prior period by reclassifying from additional paid-in-capital to common stock the par value of the 1,485,297 shares arising from the split. In addition, all references to per share amounts of the Company's common stock have been restated. 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 1998 increased 17.2 percent to $10,605,965 as compared to $9,045,992 for the first quarter of 1997. The increase in sales for the three months of 1998 was primarily due to the same store sales volume at the Company's Prestige Home Centers increasing 14.5% to $7,634,390 from $6,665,533 for the first quarter of 1997. Gross profit in the first quarter of 1998 as a percentage of net sales was 25.5 percent compared to 24.5 percent for the same period last year. The increase in gross profit in first quarter 1998 was primarily a result of improvements in the gross margins at both the manufacturing plants and retails sales centers. Selling, general and administrative expenses, as a percentage of net sales, was 14.2 percent in the first quarter of 1998 compared to 15.1 percent for the same period last year. The decline in first quarter 1998 selling, general and administrative expenses as a percent of net sales was primarily due to a reduction in these expenses at the manufacturing plants. Other income for first quarter 1998 was $92,853 of which $63,819 was from interest on short term investments and $25,852 was undistributed earnings from the Nobility 21 financing joint venture, versus $25,379 in other income for the first quarter of last fiscal year. As a result of the factors discussed above, net income for the first quarter of 1998 was $800,315 or $.18 per share, compared to $541,214 or $.12 per share in 1997. Earnings per share for 1997 have been restated to reflect a three-for-two stock split in the form of a 50% stock dividend paid on February 20, 1998. Liquidity and Capital Resources ------------------------------- Cash and cash equivalents were $6,355,568 at January 31, 1998 compared to $6,293,924 as of November 1, 1997. Accounts receivable - trade increased to $1,007,168 at January 31, 1998 from an abnormally low $386,019 at November 1, 1997, but was down from $1,586,767 in first quarter ended February 1, 1997. The Company maintains a revolving credit agreement with a major bank providing for borrowings up to $2.5 million and a second revolving line of credit agreement with a major bank which provides for borrowings up to $1.5 million. These two agreements provide the Company with an additional $4.0 million of working capital for use in connection with its overall operations. At January 31, 1998, there were no amounts outstanding under these agreements. Consistent with normal practice, the Company's operations are not expected to require significant capital expenditures during fiscal 1998. Working capital requirements for the home inventory for new sales centers will be met with internal sources. Part II.OTHER INFORMATION AND SIGNATURES Item 1. 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 27, 1998. b) The vote to elect a board of five directors was as follows: For Against Abstain Not Voted --- ------- ------- --------- Terry E. Trexler 2,739,006 1,056 0 230,838 Richard C. Barberie 2,738,873 1,189 0 230,838 Robert P. Holliday 2,739,006 1,056 0 230,838 Robert P. Saltsman 2,739,006 1,056 0 230,838 Thomas W. Trexler 2,739,006 1,056 0 230,838 Item 6. Exhibits And Reports On Form 8-K Exhibit 27 Financial Data Schedule Signatures In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, there unto duly authorized. NOBILITY HOMES, INC. DATE: March 12, 1998 By: /s/ Terry E. Trexler -------------------------------- Terry E. Trexler, Chairman, President and Chief Executive Officer DATE: March 12, 1998 By: /s/ Thomas W. Trexler -------------------------------- Thomas W. Trexler, Executive Vice President, Chief Financial Officer DATE: March 12, 1998 By: /s/ Lynn J. Cramer, Jr. -------------------------------- Lynn J. Cramer, Jr., Treasurer and Principal Accounting Officer