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NOBILITY HOMES INC - Quarter Report: 2013 May (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

Quarterly Report Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

For the quarterly period ended May 4, 2013

Commission File number 000-06506

 

 

NOBILITY HOMES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   59-1166102

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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  ¨;    No  x.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨;    No  x.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨;    No  x.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Title of Class

 

Shares Outstanding on

August 9, 2013

Common Stock   4,057,053

 

 

 


Table of Contents

NOBILITY HOMES, INC.

INDEX

 

         Page
Number
 
PART I.  

Financial Information

  

Item 1.

 

Financial Statements (Unaudited)

  
 

Consolidated Balance Sheets as of May 4, 2013 (Unaudited) and November 3, 2012

     3   
 

Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 4, 2013 and May 5, 2012 (Unaudited)

     4   
 

Consolidated Statements of Cash Flows for the six months ended May 4, 2013 and May 5, 2012 (Unaudited)

     5   
 

Notes to Consolidated Financial Statements

     6   

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     12   

Item 4.

 

Controls and Procedures

     15   
PART II.  

Other Information

  

Item 6.

 

Exhibits

     16   

Signatures

     17   

 

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Table of Contents

NOBILITY HOMES, INC.

Consolidated Balance Sheets

 

     May 4,
2013
    November 3,
2012
 
     (Unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 9,917,787      $ 7,352,480   

Short-term investments

     365,576        320,946   

Accounts and notes receivable

     1,116,554        2,850,276   

Mortgage notes receivable, current

     3,792        3,483   

Inventories

     5,367,764        5,781,880   

Pre-owned homes, current

     2,170,705        2,503,164   

Prepaid expenses and other current assets

     362,102        480,055   

Deferred income taxes

     626,727        679,745   
  

 

 

   

 

 

 

Total current assets

     19,931,007        19,972,029   

Property, plant and equipment, net

     3,741,324        3,801,552   

Pre-owned homes

     4,824,430        4,430,833   

Mortgage notes receivable, long term

     185,158        186,516   

Income tax receivable

     248,164        248,164   

Other investments

     3,037,329        3,106,970   

Deferred income taxes

     1,290,273        1,237,255   

Other assets

     2,743,784        2,687,540   
  

 

 

   

 

 

 

Total assets

   $ 36,001,469      $ 35,670,859   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 338,681      $ 404,546   

Accrued compensation

     145,673        112,372   

Accrued expenses and other current liabilities

     574,113        514,520   

Customer deposits

     645,045        350,677   
  

 

 

   

 

 

 

Total current liabilities

     1,703,512        1,382,115   
  

 

 

   

 

 

 

Commitments and contingent liabilities

    

Stockholders’ equity:

    

Preferred stock, $.10 par value, 500,000 shares authorized; none issued and outstanding

     —          —     

Common stock, $.10 par value, 10,000,000 shares authorized; 5,364,907 shares issued

     536,491        536,491   

Additional paid in capital

     10,625,301        10,618,542   

Retained earnings

     32,530,502        32,572,678   

Accumulated other comprehensive income

     150,720        106,090   

Less treasury stock at cost, 1,307,854 shares in 2013 and 2012

     (9,545,057     (9,545,057
  

 

 

   

 

 

 

Total stockholders’ equity

     34,297,957        34,288,744   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 36,001,469      $ 35,670,859   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements

 

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NOBILITY HOMES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

     Three Months Ended     Six Months Ended  
     May 4,
2013
    May 5,
2012
    May 4,
2013
    May 5,
2012
 

Net sales

   $ 3,813,619      $ 4,057,099      $ 7,215,286      $ 7,618,402   

Cost of goods sold

     (3,235,633     (3,357,811     (6,091,517     (6,238,708
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     577,986        699,288        1,123,769        1,379,694   

Selling, general and administrative expenses

     (627,019     (632,428     (1,179,518     (1,245,168
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (49,032     66,860        (55,749     134,526   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (loss):

        

Interest income

     23,407        18,089        28,946        32,768   

Undistributed earnings in joint venture - Majestic 21

     42,964        18,084        60,200        42,550   

Losses from investments in retirement community limited partnerships

     (83,504     (58,553     (129,841     (149,385

Miscellaneous

     19,144        11,561        54,268        37,702   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (loss)

     2,011        (10,819     13,573        (36,365
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before provision for income taxes

     (47,021     56,041        (42,176     98,161   

Income tax

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (47,021     56,041        (42,176     98,161   

Other comprehensive income (loss)

        

Unrealized investment gain (loss)

     35,660        (39,137     44,630        3,925   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ (11,361   $ 16,904      $ 2,454      $ 102,086   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighed average number of shares outstanding:

        

Basic

     4,057,053        4,057,053        4,057,053        4,056,633   

Diluted

     4,057,053        4,057,053        4,057,053        4,056,633   

Income (loss) per share:

        

Basic

   $ (0.01   $ 0.01      $ (0.01   $ 0.02   

Diluted

   $ (0.01   $ 0.01      $ (0.01   $ 0.02   

The accompanying notes are an integral part of these financial statements

 

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NOBILITY HOMES, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

     Six Months Ended  
     May 4,
2013
    May 5,
2012
 

Cash flows from operating activities:

    

Net income (loss)

   $ (42,176   $ 98,161   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation

     60,228        67,182   

Amortization of bond premium/discount

     —          1,668   

Undistributed earnings in joint venture - Majestic 21

     (60,200     (42,550

Losses from investments in retirement community limited partnerships

     129,841        149,385   

Increase in cash surrender value of life insurance

     (56,244     (47,400

Stock-based compensation

     6,759        24,265   

Decrease (increase) in:

    

Accounts receivable - trade

     1,733,722        402,029   

Inventories

     414,116        525,194   

Pre-owned homes

     (61,138     755,358   

Prepaid expenses and other assets

     117,953        (147,350

(Decrease) increase in:

    

Accounts payable

     (65,865     3,968   

Accrued compensation

     33,301        38,836   

Accrued expenses and other current liabilities

     59,593        (457,649

Customer deposits

     294,368        (321,583
  

 

 

   

 

 

 

Net cash provided by operating activities

     2,564,258        1,049,514   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase of property, plant and equipment

     —          (4,331

Decrease (increase) in mortgage notes receivable

     1,049        (550

Proceeds from maturity of long-term investment

     —          505,000   
  

 

 

   

 

 

 

Net cash provided by investing activities

     1,049        500,119   
  

 

 

   

 

 

 

Increase in cash and cash equivalents

     2,565,307        1,549,633   

Cash and cash equivalents at beginning of year

     7,352,480        6,206,218   
  

 

 

   

 

 

 

Cash and cash equivalents at end of quarter

   $ 9,917,787      $ 7,755,851   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements

 

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Nobility Homes, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1 Basis of Presentation and Accounting Policies

The accompanying unaudited consolidated financial statements for the three and six months ended May 4, 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The unaudited financial information included in this report includes all adjustments (consisting of normal recurring 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 and six months ended May 4, 2013 are not necessarily indicative of the results of the full fiscal year.

The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 3, 2012.

 

Note 2 Inventories

New home inventory is carried at the lower of cost or market value. The cost of finished home inventories determined on the specific identification method is removed from inventories and recorded as a component of cost of sales at the time revenue is recognized. In addition, an allocation of depreciation and amortization is included in cost of goods sold. Under the specific identification method, if finished home inventory can be sold for a profit there is no basis to write down the inventory below the lower of cost or market value.

Pre-owned inventory is valued at the lower of the Company’s cost to acquire the inventory plus refurbishment costs incurred to date to bring the inventory to a more saleable state, or market value.

Other inventory costs are determined on a first-in, first-out basis.

 

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Inventories were as follows:

 

     May 4,
2013
    November 3,
2012
 

Raw materials

   $ 520,891      $ 505,122   

Work-in-process

     93,637        90,444   

Finished homes

     4,720,893        5,140,200   

Model home furniture and others

     32,343        46,114   
  

 

 

   

 

 

 

Inventories, net

   $ 5,367,764      $ 5,781,880   
  

 

 

   

 

 

 

Pre-owned homes

   $ 10,097,113      $ 10,335,524   

Inventory impairment reserve

     (3,101,978     (3,401,527
  

 

 

   

 

 

 
     6,995,135        6,933,997   

Less homes expected to sell in 12 months

     (2,170,705     (2,503,164
  

 

 

   

 

 

 

Pre-owned homes, long-term

   $ 4,824,430      $ 4,430,833   
  

 

 

   

 

 

 

Finance Revenue Sharing Agreement – During fiscal 2004, the Company entered into a finance revenue sharing agreement (FRSA) between 21st Mortgage Corporation (“21st Mortgage”), Prestige Homes, Inc., and Majestic Homes, Inc. without forming a separate entity. In connection with this FRSA, mortgage financing is provided on manufactured homes sold through the Company’s retail centers to customers who qualify for such mortgage financing. Under the FRSA, prior to the execution of the Seventh Amendment as described below, the Company had agreed to repurchase any repossessed homes and related collateral from 21st Mortgage that was financed under the agreement. Prior to the Seventh Amendment, the FRSA contained certain provisions that would reimburse the Company for a portion of any repossessed homes and related collateral sold.

In October 2011, the Company entered into the Seventh Amendment to the FRSA. As a result, the Company’s obligation to buyback contracts on repossessed homes ceased and any homes that had not yet been re-sold are to be liquidated by the Company and there will be no reimbursement from the FRSA escrow for any expenses or losses upon sale of the home.

The following table summarizes certain key statistics regarding repurchased homes and subsequent sale of those homes under its FRSA. These homes and land are reflected as pre-owned homes in the consolidated balance sheets.

 

     Three Months Ended      Six Months Ended  
     May 4,
2013
     May 5,
2012
     May 4,
2013
     May 5,
2012
 

Homes repurchased

     0         1         0         3   

Cost of repurchased homes

   $ 0       $ 27,507       $ 0       $ 192,417   

Number of repurchased homes sold

     6         10         9         16   

Cost of repurchased homes sold

   $ 340,230       $ 624,536       $ 571,017       $ 1,007,912   

Liquidation costs of repurchased homes sold

   $ 106,980       $ 59,326       $ 161,413       $ 79,365   

Impact upon results of operations

   $ 0       $ 0       $ 0       $ 0   

 

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Table of Contents
Note 3 Short-term Investments

The following is a summary of short-term investments (available for sale):

 

     May 4, 2013  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Fair Value
 

Equity securities in a public company

   $ 167,930       $ 197,646       $ —         $ 365,576   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     November 3, 2012  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Fair Value
 

Equity securities in a public company

   $ 167,930       $ 153,016       $ —         $ 320,946   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair values were estimated based on quoted market prices in active markets at each respective period end.

 

Note 4 Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and accrued expenses approximates fair value because of the short maturity of those instruments. Short-term investments (available for sale) are carried at fair value.

FASB ASC No. 820 “Fair Value Measurements” defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability (i.e. exit price) in an orderly transaction between market participants at the measurement date. ASC No. 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e. inputs) used in the valuation. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The ASC No. 820 fair value hierarchy is defined as follows:

 

   

Level 1 – Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

 

   

Level 2 – Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

 

   

Level 3 – Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

 

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Table of Contents

The following tables present the Company’s assets and liabilities which are measured at fair value on a recurring basis at May 4, 2013 and November 3, 2012.

 

     May 4, 2013  
     Level 1      Level 2      Level 3  

Short-term investments

        

Equity securities in a public company

   $ 365,576       $ —         $ —     
  

 

 

    

 

 

    

 

 

 

 

     November 3, 2012  
     Level 1      Level 2      Level 3  

Short-term investments

        

Equity securities in a public company

   $ 320,946       $ —         $ —     
  

 

 

    

 

 

    

 

 

 

 

Note 5 Investments in Retirement Community Limited Partnerships

The Company’s investment in retirement community limited partnerships include a 31.9% interest in Walden Woods South LLC (“South”) and a 48.5% interest in CRF III, Ltd. (“Cypress Creek”). The Cypress Creek investment was $628,083 and $757,924 at May 4, 2013 and November 3, 2012, respectively. The South investment is zero at both May 4, 2013 and November 3, 2012.

The following is summarized financial information of South and Cypress Creek*:

 

     March 31,
2013
    September 30,
2012
 

Total Assets

   $ 13,946,814      $ 14,159,361   

Total Liabilities

   $ 15,108,712      $ 14,829,587   

Total Equity

   $ (1,161,898   $ (670,226

 

* Due to South and Cypress Creek having a calendar year-end, the summarized financial information provided is from their most recent quarter prior to the period covered by this report.

 

Note 6 Warranty Costs

The Company provides for a limited warranty as the manufactured homes are sold. Amounts related to these warranties are as follows:

 

     Three Months Ended     Six Months Ended  
     May 4,
2013
    May 5,
2012
    May 4,
2013
    May 5,
2012
 

Beginning accrued warranty expense

   $ 75,000      $ 75,000      $ 75,000      $ 75,000   

Less: reduction for payments

     (41,368     (42,035     (84,181     (89,446

Plus: additions to accrual

     41,368        42,035        84,181        89,446   
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending accrued warranty expense

   $ 75,000      $ 75,000      $ 75,000      $ 75,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s limited warranty covers substantial defects in material or workmanship in specified components of the home including structural elements, plumbing systems, electrical systems, and heating and cooling systems which are supplied by the Company that may occur under normal use and service during a period of twelve (12) months from the date of delivery to the original homeowner, and applies to the original homeowner or any subsequent homeowner to whom this product is transferred during the duration of this twelve (12) month period.

 

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The Company tracks the warranty claims per home. Based on the history of the warranty claims, the Company has determined that a majority of warranty claims usually occur within the first three months after the home is sold. The Company determines its warranty accrual using the last three months of home sales.

 

Note 7 Earnings (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding. Diluted net income (loss) per share is computed similarly to basic net income (loss) per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For the three and six months ended May 4, 2013 and May 5, 2012, options to purchase 54,150 and 78,900 shares, respectively, have been excluded from the computation of potentially dilutive securities as the effect on earnings (loss) per share is antidilutive.

 

Note 8 Revenues by Products and Service

Revenues by net sales from manufactured housing, insurance agent commissions and construction lending operations are as follows:

 

     Three Months Ended      Six Months Ended  
     May 4,
2013
     May 5,
2012
     May 4,
2013
     May 5,
2012
 

Manufactured housing

   $ 2,978,304       $ 3,159,101       $ 6,026,303       $ 6,201,539   

Pre-owned homes-FRSA

     446,273         683,862         688,196         1,087,277   

Trade in and other pre-owned homes

     319,556         148,349         383,719         199,018   

Insurance agent commissions

     62,349         59,357         103,361         111,930   

Construction lending operations

     7,137         6,430         13,707         18,638   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 3,813,619       $ 4,057,099       $ 7,215,286       $ 7,618,402   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Note 9 Commitments and Contingent Liabilities

The Company’s common stock currently trades under the symbol NOBH on the OTC Markets Group, Inc. (the “Pink Sheets”). The Company’s common stock will be eligible for trading only on the Pink Sheets unless and until it is eligible for trading on the OTC Bulletin Board (“OTCBB”). OTCBB trading may occur only if a market maker applies to quote the Company’s common stock. There is no assurance that any market maker will apply to quote the Company’s common stock to trade on the OTCBB.

We are currently delinquent in the periodic filings required under the Securities and Exchange Act of 1934. The Securities and Exchange Commission (SEC) has issued the Company a letter of notification that inaction to bring our filings current may result in de-registration of the Company with the SEC. Loss of this status may limit our ability to access capital markets. The Company has filed all prior delinquent periodic reports as of the date of this filing.

 

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Majestic 21 – The Company has a 50% interest in Majestic 21, a joint venture with an unrelated entity (21st Mortgage Corporation) (“21st Mortgage”). The Company is a 50% guarantor on a $5 million note payable entered into by Majestic 21. This guarantee was a requirement of the bank that provided the $5 million loan to Majestic 21. The $5 million guarantee of Majestic 21’s debt is for the life of the note which matures on the earlier of May 31, 2019 or when the principal balance is less than $750,000. The amount of the guarantee declines with the amortization and repayment of the loan. As collateral for the loan, 21st Mortgage has granted the lender a security interest in a pool of loans encumbering homes sold by Prestige Homes Centers, Inc. If the pool of loans securing this note should decrease in value so that the notes outstanding principal balance is in excess of 80% of the principal balance of the pool of loans, then Majestic 21 would have to pay down the note’s principal balance to an amount that is no more than 80% of the principal balance of the pool of loans. The Company and 21st Mortgage are obligated jointly to contribute the amount necessary to bring the loan balance back down to 80% of the collateral provided. We do not anticipate any required contributions as the pool of loans securing the note have historically been in excess of 100% of the collateral value. As of May 4, 2013, the outstanding principal balance of the note was $2,247,600 and the amount of collateral was $3,438,957. Based upon management’s analysis, the fair value of the guarantee is not material and as a result, no liability for the guarantee has been recorded in the accompanying balance sheets of the Company.

 

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

Results of Operations

The following table summarizes certain key sales statistics and percent of gross profit for the three and six months ended May 4, 2013 and May 5, 2012.

 

     Three Months Ended     Six Months Ended  
     May 4,
2013
    May 5,
2012
    May 4,
2013
    May 5,
2012
 

Homes sold through Company owned sales centers

     19        22        37        39   

Pre-owned homes sold through Company owned sales centers

     13        13        18        21   

Homes sold to independent dealers

     49        50        101        105   

Total new factory built homes produced

     67        69        132        135   

Average new manufactured home price - retail

   $ 62,131      $ 63,677      $ 59,680      $ 65,759   

Average new manufactured home price - wholesale

   $ 28,991      $ 27,618      $ 28,259      $ 28,011   

As a percent of net sales:

        

Gross profit from the Company owned retail sales centers

     12     14     13     14

Gross profit from the manufacturing facilities - including intercompany sales

     11     14     12     16

Total net sales in the second quarter of 2013 were $3,813,619 compared to $4,057,099 in the second quarter of 2012, which includes sales of pre-owned homes of $765,829 and $832,211, respectively. Total net sales for the first six months of 2013 were $7,215,286 compared to $7,618,402 for the first six months of 2012, which includes sales of pre-owned homes of $1,071,915 and $1,286,295, respectively. Sales to two publicly traded REIT’S (Real Estate Investment Trusts) and other companies which own multiple retirement communities in our market area accounted for approximately 29% and 30% of our sales for the six months ended May 4, 2013 and May 5, 2012, respectively. Accounts receivable due from these customers were approximately $945,951 at May 4, 2013.

According to the Florida Manufactured Housing Association, shipments in Florida for the period from November 2012 through March 2013 were up approximately 14% from the same period last year. Our sales and operations continue to be impacted by our country’s economic conditions and those in the state of Florida. Although the overall housing picture, credit market and economy have not improved measurably during the past year and the immediate outlook for the manufactured housing industry in Florida and the nation is uncertain, the long-term demographic trends still favor future growth in the Florida market area we serve. Our 45 years of experience in the Florida market and consumers’ increased need for more affordable housing should serve us well in the coming years. We remain convinced that our specific geographic market is one of the best long-term growth areas in the country. The country must experience a better economy with less uncertainty, improved sales in the existing home market, declining unemployment, continued low interest rates, improving credit markets, increased consumer confidence and more retail financing for the sales of our affordable homes to improve significantly.

 

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We understand that during this very complex economic environment, maintaining our strong financial position is vital for future growth and success. Because of the recent historical poor business conditions in our market area and the lack of any clarity as to when today’s economic challenges will improve measurably, we will continue to evaluate Prestige’s retail model centers in Florida, along with all other expenses and react in a manner consistent with maintaining our financial position.

We have specialized for 45 years in the design and production of quality, affordable manufactured homes at our plant located in central Florida. With our multiple retail sales centers, a finance company joint venture, an insurance subsidiary, and investments in retirement manufactured home communities, we are the only vertically integrated manufactured home company headquartered in Florida.

Insurance agent commission revenues in the second quarter of 2013 were $62,349 compared to $59,357 in the second quarter of 2012. Total insurance agent commission revenues for the first six months of 2013 were $103,361 compared to $111,930 for the first six months of 2012. The decline in insurance agent commissions year to date in 2013 resulted from a decline in new policies written and renewals, due to few home sales in fiscal year 2013. The Company establishes appropriate reserves for policy cancellations based on numerous factors, including past transaction history with customers, historical experience and other information, which is periodically evaluated and adjusted as deemed necessary. In the opinion of management, no reserve is deemed necessary for policy cancellations at May 4, 2013 and November 3, 2012.

The revenues from construction lending operations in second quarter of 2013 was $7,137 compared to $6,430 in the second quarter of 2012 and was $13,707 for the first six months of 2013 compared to $18,638 for the first six months of 2012. The decrease in revenues year to date in 2013 was due to fewer homes sales in fiscal year 2013 financed with a construction loan.

Gross profit as a percentage of net sales was 15% in second quarter of 2013 compared to 17% in second quarter of 2012 and was 16% for the first six months of 2013 compared to 18% for the first six months of 2012. The gross profit in second quarter of 2013 was $577,986 compared to $699,288 in the second quarter of 2012 and was $1,123,769 for the first six months of 2013 compared to $1,379,694 for the first six months of 2012. The decrease in gross profit was primarily due to the decreased sales volume and decreases in the average retail new manufactured home selling price.

Selling, general and administrative expenses as a percent of net sales was 16% in second quarter of 2013 compared to 16% in the second quarter of 2012 and was 16% for the first six months of 2013 compared to 16% for the first six months of 2012. We continue our efforts to reduce our overhead costs, which included closing two retail sales centers in fiscal year 2012.

Our earnings from Majestic 21 in the second quarter of 2013 were $42,964, compared to $18,084 for the second quarter of 2012. Our earnings from Majestic 21 for the first six months of 2013 were $60,200, compared to $42,550 for the first six months of 2012. The earnings from Majestic 21 represent the allocation of profit and losses which are owned 50% by 21st Mortgage and 50% by the Company. The increase in earnings in fiscal year 2013 is due to the lower cost of funds on the portfolio.

We earned interest on cash, cash equivalents and short-term investments in the amount of $23,407 for the second quarter of 2013 compared to $18,089 for the second quarter of 2012. For the first six months of 2013 interest earned on cash, cash equivalents and short-term investments were $28,946 compared to $32,768 in the first six months of 2012. Interest income is dependent on our cash balance and available rates of return.

 

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We reported non-cash losses from our investment in retirement community limited partnerships of $83,504 for the second quarter of 2013 compared to $58,553 for the second quarter of 2012. For the first six months of 2013 losses were $129,841 compared to $149,385 in the first six months of 2012. We expect similar losses for the remainder of 2013 as the community continues to see slow growth in new home sales.

We reported net loss of $47,021 for the second quarter of 2013, or $0.01 per share, compared to a net income of $56,041, or $0.01 per share, for the second quarter of 2012. For the first six months of 2013 net loss was $42,176 or $0.01 per share, compared to a net income of $98,161, or $0.02 per share, in the first six months of 2012.

Liquidity and Capital Resources

Cash and cash equivalents were $9,917,787 at May 4, 2013 compared to $7,352,480 at November 3, 2012. Short-term investments were $365,576 at May 4, 2013 compared to $320,946 at November 3, 2012. Working capital was $18,227,495 at May 4, 2013 as compared to $18,589,914 at November 3, 2012. We own the entire inventory for our Prestige retail sales centers which includes new, pre-owned and repossessed or foreclosed homes and do not incur any third party floor plan financing expenses.

We view our liquidity as our total cash and short term investments. We currently have no line of credit facility and we do not believe that such a facility is currently necessary for our operations. We have no debt. We also have approximately $2.5 million of cash surrender value of life insurance which we could access as an additional source of liquidity though we have not currently viewed this to be necessary.

Critical Accounting Policies and Estimates

In Item 7 of our Form 10-K, under the heading “Critical Accounting Policies and Estimates,” we have provided a discussion of the critical accounting policies and estimates that management believes affect it’s more significant judgments and estimates used in the preparation of our Consolidated Financial Statements. No significant changes have occurred since that time.

Forward-Looking Statements

Certain statements in this report are forward-looking statements within the meaning of the federal securities laws, including our statement that working capital requirements will be met with internal sources. Although Nobility 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, increasing material costs, continued excess retail inventory, increase in repossessions, changes in market demand, changes in interest rates, availability of financing for retail and wholesale purchasers, consumer confidence, adverse weather conditions that reduce sales at retail centers, the risk of manufacturing plant shutdowns due to storms or other factors, the impact of marketing and cost-management programs, reliance on the Florida economy, impact of labor shortage, impact of materials shortage, increasing labor cost, cyclical nature of the manufactured housing industry, impact of rising fuel costs, catastrophic events impacting insurance costs, availability of insurance coverage for various risks to Nobility, market demographics, management’s ability to attract and retain executive officers and key personnel, increased global tensions, market disruptions resulting from terrorist or other attack and any armed conflict involving the United States and the impact of inflation.

 

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a – 15e and 15d – 15e under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on their evaluation as of the Evaluation Date, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective for the period ended May 4, 2013.

Changes in Internal Control over Financial Reporting.

As noted on our Annual Report 10-K for the year ended November 3, 2012, we identified and reported certain weaknesses related to our accounting for our minority investments, income tax accounting matters, accounting for the FRSA, and our inability to complete periodic filings required by the Securities and Exchange Act of 1934 on a timely basis. We developed and implemented a remediation plan that addressed the material weaknesses described above to improve our internal control. Due to the revision of the FRSA as discussed in the notes to the Company’s financial statements, certain complexities of that arrangement have been eliminated but others relating to the valuation of pre-owned inventory remain. The Company has engaged an independent consultant who is a Certified Public Accountant and is familiar with periodic SEC filings to assist Company personnel with periodic accounting and financial reporting for (i) minority owned investments; (ii) income taxes; (iii) inventory valuation; (iv) preparation of periodic filings required by the Exchange Act, and (v) other areas as identified by us or our consultant.

Our management believes that the measures described above have remediated the material weaknesses identified and strengthened our internal controls. As we continue to evaluate and improve our internal controls, additional measures to address the material weaknesses or modifications to the remediation procedures described above may be identified.

We made no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f)) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal controls that occurred during our last fiscal quarter that has materially affected, or which is reasonably likely to materially affect our internal controls.

 

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Part II. OTHER INFORMATION AND SIGNATURES

There were no reportable events for Item 1 through Item 5.

 

Item 6. Exhibits

 

  31.   (a)    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
  (b)    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
  32.   (a)    Written Statement of Chief Executive Officer Pursuant to 18 U.S.C. §1350
  (b)    Written Statement of Chief Financial Officer Pursuant to 18 U.S.C. §1350
101.      Interactive data filing formatted in XBRL

 

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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: August 22, 2013     By:  

/s/ Terry E. Trexler

    Terry E. Trexler, Chairman, President and Chief Executive Officer
DATE: August 22, 2013     By:  

/s/ Thomas W. Trexler

    Thomas W. Trexler, Executive Vice President, and Chief Financial Officer
DATE: August 22, 2013     By:  

/s/ Lynn J. Cramer, Jr.

    Lynn J. Cramer, Jr., Treasurer and Principal Accounting Officer

 

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