-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BshHavGf5J3M3616geSQma49gUznsX5m1bRlT0RcMbD+KceLL6uOkNO7DaXMyjJC W3DMWMMw76NtW7w74rGJFA== 0000897069-97-000124.txt : 19970319 0000897069-97-000124.hdr.sgml : 19970319 ACCESSION NUMBER: 0000897069-97-000124 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970201 FILED AS OF DATE: 19970318 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBILITY HOMES INC CENTRAL INDEX KEY: 0000072205 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 591166102 STATE OF INCORPORATION: FL FISCAL YEAR END: 1027 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-06506 FILM NUMBER: 97558311 BUSINESS ADDRESS: STREET 1: 3741 S W 7TH STREET CITY: OCALA STATE: FL ZIP: 34474 BUSINESS PHONE: 9047325157 MAIL ADDRESS: STREET 1: P O BOX 1659 CITY: OCALA STATE: FL ZIP: 34478-1659 10-Q 1 NOBILITY HOMES, INC. FORM 10-Q FORM 10-Q SECURITITIES 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 1, 1997 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 stock, as of March 14, 1997. 2,970,954 NOBILITY HOMES, INC. INDEX Page Number PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of February 1, 1997 and November 2, 1996 3 Consolidated Statements of Income for the three months ended February 1, 1997 4 and February 3, 1996 Consolidated Statements of Cash Flows for three months ended February 1, 1997 5 and February 3, 1996 Notes to Consolidated Financial 6 Statements Item 2. Management's Discussion and Analysis of Results of Operations and Financial 7 Conditions PART II. Other Information and Signatures Item 4. Submission of Matters to a Vote of 8 Security Holders Item 6. Exhibits and Reports of Form 8-K 8 PART I. FINANCIAL INFORMATION NOBILITY HOMES, INC. CONSOLIDATED BALANCE SHEETS February 1, November 2, 1997 1996 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $1,132,723 $ 2,049,184 Accounts receivable - trade 1,586,767 642,626 Accounts receivable - trade, from related parties 524,692 350,379 Inventories 8,150,868 7,820,908 Deferred income taxes 145,400 145,400 Other current assets 450,281 368,466 ---------- ---------- Total current assets 11,990,731 11,376,963 Property, plant and equipment, net 1,214,683 1,166,429 Deferred income taxes - noncurrent 707,200 707,200 Other assets 1,617,164 1,620,046 ---------- ---------- Total assets $15,529,778 $14,870,638 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 949,173 $ 1,368,168 Accrued expenses 981,411 692,737 Other liabilities 801,724 553,477 ---------- ---------- Total liabilities 2,732,308 2,614,382 ---------- ---------- Stockholders' equity: Preferred stock, $.10 par value, 500,000 Shares authorized, none issued -- -- Common stock, $.10 par value, 10,000,000 shares authorized, 3,436,790 shares issued 343,679 343,679 Additional paid in capital 2,345,715 2,345,715 Retained earnings 11,788,143 11,246,929 Less treasury stock at cost, 465,836 shares (1,680,067) (1,680,067) ---------- ---------- Total stockholders' equity 12,797,470 12,256,256 ---------- ---------- Commitments and contingencies -- -- ---------- ---------- Total liabilities and stockholders' equity $15,529,778 $14,870,638 ========== ========== NOBILITY HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended February 1, February 3, 1997 1996 Net sales $ 8,993,505 $ 6,986,157 Net sales - related parties 52,487 127,820 --------- --------- Total net sales 9,045,992 7,113,977 Less cost of goods sold (6,826,587) (5,177,382) --------- --------- Gross profit 2,219,405 1,936,595 Selling, general and administrative expenses (1,366,570) (1,166,274) --------- --------- Operating income 852,835 770,321 Other income (expenses): Interest income 18,690 -- Interest expense -- (6,838) Miscellaneous income 6,689 12,705 --------- --------- 25,379 5,867 --------- --------- Income before provision for income taxes 878,214 776,188 Less provision for income taxes (337,000) (297,000) --------- --------- Net income $ 541,214 $ 479,188 ========= ========= Weighted average shares outstanding 2,970,954 2,932,439 ========= ========= Earnings per share Net income $ 0.18 $ 0.16 ========= ========= NOBILITY HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended February 1, February 3, 1997 1996 Cash flows from operating activities: Net income $ 541,214 $ 479,188 Adjustments to reconcile net income to net cash flows provided by (used in) operating activities: Depreciation and amortization 35,643 32,307 (Increase) decrease in: Accounts receivable - trade (944,141) (432,039) Accounts receivable - trade from related parties (174,313) (12,254) Inventories (329,960) (993,634) Other current assets (81,815) (35,082) Increase (decrease) in: Accounts payable (418,995) (416,625) Accrued expenses 288,674 (83,899) Other current liabilities 248,247 296,832 --------- --------- Net cash flows (used in) operating activities (835,446) (1,165,206) --------- --------- Cash flows from investing activities: Purchase of equipment (81,015) (30,792) --------- --------- Net cash flows (used in) investing activities (81,015) (30,792) --------- --------- Cash flows from financing activities: Proceeds from exercise of stock options -- 130,000 Revolving credit line -- 436,336 Principal payment on notes payable - other -- (6,644) --------- --------- Net cash flows provided by financing activities -- 559,692 --------- --------- Decrease in cash and cash equivalents (916,461) (636,306) Cash and cash equivalents at beginning of year 2,049,184 932,432 --------- --------- Cash and cash equivalents at end of quarter $1,132,723 $ 296,126 ========= ========= Supplemental disclosure of cash flow information Interest paid $ -- $ 6,204 ========= ========= Income taxes paid $ 125,000 $ -- ========= ========= Supplemental disclosure of non-cash activities Issuance of common stock for certain assets and liabilities see note 3 "Notes to consolidated financial statements" $ -- $ 252,000 ========= ========= 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 February 1, 1997 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 2, 1996 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. Cost components of inventories are material, labor and plant overhead. The cost of goods sold for the three months ended February 1, 1997 and February 3, 1996 reflects opening and closing inventories as follows: February 1, November 2, February 3, November 4, 1997 1996 1996 1995 Raw Materials $ 572,049 $ 554,255 $ 529,123 $ 530,061 Work-in-process 94,894 95,279 94,517 73,068 Finished homes 6,577,947 6,302,097 6,382,737 5,366,658 Pre-owned manu- factured home 287,866 311,133 306,950 292,374 Model home furniture and other 618,112 558,144 561,439 523,998 --------- --------- --------- --------- $8,150,868 $7,820,908 $7,874,766 $6,786,159 ========= ========= ========= ========= 3. Acquisition. On November 22, 1995, the Company acquired three manufacturing home sales centers in Florida in an asset acquisition by issuing 18,000 shares common stock valued at $252,000. This transaction was accounted for using the purchas method of accounting; accordingly, the purchased assets have been recorded at their estimated fair market value at the date of acquisition. This treatment resulted in approximately $74,195 of cost in excess of net assets acquired, which is being amortized on a straight-line basis over 15 years. The results of operations of the acquired businesses have been included in the consolidated financial statements since the date of acquisition. 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 1997 increased 27 percent to $9,045,992 as compared to $7,113,977 for the first quarter of 1996. The increase in sales for the three months of 1997 was primarily the result of two factors. (1) Net sales to non-related dealers increased to $1,909,484 for the first quarter of 1997 compared to $957,319 for the same quarter last year. (2) The Company had fifteen retail sales centers in full operation during the first quarter of 1997 as compared to twelve retail sales centers in full operation for the first quarter of 1996 plus the acquisition during that quarter of three existing retail sales centers. Same store sales volume for the first quarter of 1997 increased 13.4% to $6,558,375 from $5,783,133 for the first quarter of 1996. Gross profit in the first quarter of 1997 as a percentage of net sales was 25 percent compared to 27 percent for the same period last year. The decrease in gross profit was primarily due to the loss of Prestige retail profits from the approximately $1.0 million of increased sales to the Company's non-related dealers and the additional profit bonuses accrued for the Company's management personnel in first quarter of 1997 that were not paid in first quarter of 1996. Selling, general and administrative expenses, as a percentage of net sales, was 15 percent in the first quarter of 1997 compared to 16 percent in 1996. As a result of the factors discussed above, net income for the first quarter of 1997 was $541,214 or $.18 per share, compared to $479,188 or $.16 per share in 1996. Liquidity and Capital Resources Cash and cash equivalents were $1,132,723 at February 1, 1997 compared to $2,049,184 as of November 2, 1996. The decrease in cash and cash equivalents is primarily due to the increase in accounts receivable - trade from $642,626 at November 2, 1996 to $1,586,767 at the end of first quarter of 1997 due to the increased sales to non-related dealers. 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. The Company signed a letter of intent in March 1997 to acquire two additional existing manufacturing home retail sales centers in North Central Florida for cash. In November 1995 the Company acquired three retail sales centers in Florida in an asset acquisition by issuing 18,000 shares of common stock with a fair market value of $252,000. Consistent with normal practice, the Company's operations are not expected to require significant capital expenditures during fiscal 1997. Working capital requirements for inventory for any new sales centers will be met through a combination of internal sources and the revolving credit lines discussed above. Part II. Other Information And Signatures Item 4. Submission of Matters to a Vote of Security Holders. a) The Annual Meeting of the Shareholders was held on February 28, 1997 b) To elect a board of five directors. No Not For Against Abstain Vote Voted Terry E. Trexler 2,667,610 70,418 0 0 232,926 Richard C. Barberie 2,667,160 70,868 0 0 232,926 Robert P. Holliday 2,667,610 70,418 0 0 232,926 Robert P. Saltsman 2,667,610 70,418 0 0 232,926 Thomas W. Trexler 2,667,610 70,418 0 0 232,926 c) To approve an amendment to Article III of the Company's Articles of Incorporation increasing the number of authorized shares of the Company's common stock from 4,000,000 to 10,000,000. For Against Abstain No Vote Not Voted 2,577,806 156,705 3,517 0 232,926 d) To approve the Nobility Homes, Inc. Stock Incentive Plan For Against Abstain No Vote Not Voted 2,163,52 71,622 12,517 0 723,286 Item 6. Exhibits And Reports On Form 8-K Exhibit 27 Financial Data Schedule Part II. Other Information And Signatures (continued) 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 17, 1997 By: /s/ Terry E. Trexler Terry E. Trexler, Chairman, President and Chief Executive Officer DATE: March 17, 1997 By: /s/ Thomas W. Trexler Thomas W. Trexler, Executive Vice President, Chief Financial Officer DATE: March 17, 1997 By: /s/ Lynn J. Cramer, Jr. Lynn J. Cramer, Jr., Treasurer and Principal Accounting Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF NOBILITY HOMES, INC. AS OF AND FOR THE PERIOD ENDED FEBRUARY 1, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS NOV-01-1997 NOV-04-1996 FEB-01-1997 1,132,723 0 1,586,767 0 8,150,868 15,529,778 1,214,683 1,309,631 15,529,778 2,732,308 0 0 0 343,679 12,453,791 15,529,778 9,045,992 9,045,992 6,826,587 1,366,570 0 0 0 878,214 337,000 0 0 0 0 541,214 .18 0
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