Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Under Section 13 or 15(d) of
the Securities and Exchange Act of 1934
For the fiscal year ended November 4, 2000
Commission file number 0-6506
NOBILITY HOMES, INC.
(Name of issuer 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 under 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 issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 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 .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
State the aggregate market value of the voting stock held by
non-affiliates of the registrant on February 1, 2001, computed by reference to
the average high and low prices on that date: $11,336,656.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of February 1, 2001: 4,421,938 shares of
common stock
DOCUMENTS INCORPORATED BY REFERENCE Incorporated at
----------------------------------- ---------------
Nobility Homes, Inc. Proxy Statement for the Part III, Items 10,
2001 Annual Meeting of Shareholders 11, 12 and 13
PART I
Item 1. Description of Business
- ------ -----------------------
Nobility Homes, Inc., a Florida corporation incorporated in
1967, designs, manufactures and sells a broad line of manufactured homes through
a network of its own retail sales centers throughout north and central Florida.
Nobility also sells its manufactured homes on a wholesale basis to independent
manufactured home dealers and manufactured home parks.
Manufactured Homes
- ------------------
Nobility's homes are available in approximately 100 active
models sold under the trade names "Kingswood," "Richwood," "Springwood," "Tropic
Isle," "Regency Manor," "Regency Manor Special," "Tropic Manor," and "Special
Edition." The homes, ranging in size from 636 to 2,153 square feet and
containing from one to five bedrooms, are available in
o single-wide widths of 14 and 16 feet ranging from 48 to
72 feet in length;
o double-wide widths of 24, 26, 28 and 32 feet ranging from
36 to 76 feet in length; and
o triple-wide widths of 36, 38 and 42 feet ranging from 44
to 72 feet in length.
Nobility's homes are sold primarily as unfurnished dwellings
ready for permanent occupancy. Interiors are designed and color coordinated in a
range of decors. Depending on the size of the unit and quality of appliances and
other appointments, retail prices for Nobility's homes typically range from
approximately $20,000 to $80,000. Most of the prices of Nobility's homes are
considered by it to be within the low to medium price range of the industry.
Both of Nobility's manufacturing plants utilize assembly line
techniques in manufactured home production. Both plants manufacture and assemble
the floors, sidewalls, end walls, roofs and interior cabinets for their homes.
Nobility purchases from outside suppliers various other components that are
built into its homes including the axles, frames, tires, doors, windows,
pre-finished sidings, plywood, ceiling panels, lumber, rafters, insulation,
gypsum board, appliances, lighting and plumbing fixtures, carpeting and drapes.
Nobility is not dependent upon any one particular supplier for its raw materials
or component parts, and is not required to carry significant amounts of
inventory to assure itself of a continuous allotment of goods from suppliers.
Nobility's two manufacturing plants operated at an average of
approximately 25% of their single shift capacity in fiscal 2000, representing a
reduction of approximately 10% from fiscal 1999.
Nobility generally does not manufacture its homes to be held
by it as inventory (except for model home inventory of its retail network
subsidiary, Prestige Home Centers, Inc.), but,
rather, manufactures its homes after receipt of orders. Although Nobility
attempts to maintain a consistent level of production of homes throughout the
fiscal year, seasonal fluctuations do occur, with sales of homes generally lower
during the first fiscal quarter due to the holiday season.
The sales area for a manufactured home manufacturer is limited
by substantial delivery costs of the finished product. Nobility's homes are
delivered by outside trucking companies. Nobility estimates that it can compete
effectively within a range of approximately 350 miles from its manufacturing
plants. During the last three fiscal years, substantially all of Nobility's
sales were made in Florida.
Retail Sales
- ------------
Prestige Home Centers, Inc. operates 17 retail lots in north
and central Florida. Its principal executive offices are located at Nobility's
headquarters in Ocala, Florida.
Each of Prestige's retail lots is located within 350 miles of
one of Nobility's two manufacturing facilities. Prestige owns three of its
retail lots and leases the remaining 14 lots from unaffiliated parties under
leases with terms of between one and three years with renewal options.
The primary customers of Prestige are homebuyers who generally
purchase manufactured homes to place on their own homesites. Prestige operates
its retail sales centers with a model home concept. Each of the homes displayed
at its retail sales centers is furnished and decorated as a model home. Although
the model homes may be purchased from Prestige's model home inventory,
generally, customers order homes which are shipped directly from the factory to
their homesite. Prestige sales generally are to purchasers living within a
radius of approximately 100 miles from the selling retail lot.
In fiscal 1997, Nobility entered into a joint venture
agreement with 21st Century Mortgage Corporation to provide financing to retail
customers purchasing homes from Prestige. Additionally, financing for home
purchases is provided by nine other independent sources that specialize in
manufactured housing lending and numerous banks which finance manufactured home
purchases. Prestige is not required to sign any recourse agreements with any of
these retail financing sources, nor does Prestige itself finance customers' new
home purchases.
The retail sale of manufactured homes is a highly competitive
business. Because of the large number of retail sales centers located throughout
Nobility's market area, potential customers typically can find a sales center
within a 100 mile radius of their present home. Prestige competes with over 100
other retailers in its primary market area, some of which may have greater
financial resources than Prestige. In addition, manufactured homes offered by
Prestige compete with conventional site-built housing.
Prestige's wholly-owned subsidiary, Mountain Financial, Inc.,
an independent insurance agent and mortgage broker, provides mortgage brokerage
services, credit life,
2
extended warranty coverage and property and casualty insurance to Prestige
customers in connection with their purchase and financing of manufactured homes.
Mountain Financial, Inc., receives a mortgage brokerage fee at the time a loan
is originated and a commission on the insurance premium collected at the time an
insurance policy is written and in future years if the homeowner renews the
policy. Its revenues were approximately $220,000, $356,000 and $241,000 in
fiscal 2000, 1999 and 1998, respectively.
Wholesale Sales to Independent Dealers and Manufactured Home Communities
- ------------------------------------------------------------------------
Nobility currently sells its homes on a wholesale basis
exclusively through 4 full-time salespersons to approximately 35 independent
dealers. Nobility continues to seek new dealers in the areas in which it
operates as there is ongoing turnover in the dealers with which it deals at any
one time, especially with manufactured home communities as they achieve full
occupancy levels. As is common in the industry, most of Nobility's dealers other
than its subsidiary, Prestige, are independent dealers that sell products
produced by several manufacturers. No independent dealer accounted for more than
10% of Nobility's total sales in fiscal 2000, 1999 or 1998.
Dealers generally obtain inventory financing from financial
institutions (usually banks and finance companies) on a "floor plan" basis where
the financial institution obtains a security interest in all or part of the
dealer's manufactured home inventory. Nobility from time to time enters into
repurchase agreements with the lending institutions which provide that, in the
event of a dealer's default, Nobility will, at the lender's request, repurchase
the home provided that Nobility's liability will not exceed the manufacturer's
invoice price and that the repurchased home is new and unused. Generally, the
repurchase agreement expires within one year after a home is sold to the dealer,
and the repurchase price is limited to between 70% to 100% of the original
invoice price to the dealer, depending on the length of time that has expired
since the original sale. Generally, repurchase is conditioned upon the dealer's
insolvency. Any losses incurred as a result of such repurchases would be limited
to the difference between the repurchase price and the subsequent resale value
of the home repurchased. Nobility was not required to repurchase any homes
during fiscal 2000, 1999 or 1998. For additional information, see Note 14 of
"Notes to Consolidated Financial Statements." Nobility does not finance retail
sales of new homes for customers of its independent dealers.
Nobility does not generally offer consigned inventory programs
or other credit terms to dealers and ordinarily receives payment for its homes
within 15 to 30 days of delivery. However, Nobility offers extended terms to
unrelated park dealers who do a high volume of business with Nobility. In order
to stimulate sales, Nobility sells homes to selected manufactured home
communities for display on special terms. The high visibility of Nobility's
homes in such communities generates additional sales of its homes through such
dealers.
3
Regulation
- ----------
The manufacture, distribution and sale of homes is subject to
governmental regulation at the federal, state and local levels. The Department
of Housing and Urban Development has adopted national construction and safety
standards that have priority over existing state standards. In addition, HUD
regulations require that manufactured homes be constructed to more wind load and
thermal standards. Compliance with these standards involves approval by a HUD
approved engineering firm of engineering plans and specifications on all models.
HUD's standards also require periodic inspection by state or other third party
inspectors of plant facilities and construction procedures, as well as
inspection of manufactured home units during construction.
Nobility estimates that compliance with federal, state and
local environmental protection laws will have no material effect upon capital
expenditures for plant or equipment modifications or earnings for the next
fiscal year.
The transportation of manufactured homes is subject to state
regulation. Generally, special permits must be obtained to transport the home
over public highways, and restrictions are imposed to promote travel safety
including those relating to routes, travel periods, speed limits, safety
equipment and size.
Nobility's homes are subject to the requirements of the
Magnuson-Moss Warranty Act and Federal Trade Commission rulings which regulate
warranties on consumer products. Nobility provides a limited warranty of one
year on the structural components of its homes.
Competition
- -----------
The manufactured home industry is highly competitive. The
initial investment required for entry into the business of manufacturing homes
is not unduly large. State bonding requirements for entry in the business vary
from state to state. The bond requirement for Florida is $50,000. Nobility
competes directly with other manufacturers, some of whom are both considerably
larger and possess greater financial resources than Nobility. Based on number of
units sold, Nobility ranks 8th in the state of Florida out of the top 45
manufacturers selling manufactured homes in the state; however, it estimates
that of those 45 manufacturers approximately 15 manufacture homes of the same
type as Nobility and compete in the same market area. Nobility believes that it
is generally competitive with most of those manufacturers in terms of price,
service, warranty and product performance.
According to statistics compiled by Statistical Surveys, Inc.
from records on file with the State of Florida, Prestige has been one of the
largest retail dealers of multi-section manufactured homes in Florida since
1994, based on number of home sales.
Employees
- ---------
As of January 5, 2001, Nobility had 182 full-time employees,
including 60 employed by Prestige. Approximately 85 employees are factory
personnel compared to approximately 84 in such positions a year ago, and 98 are
in management, administrative, supervisory, sales and clerical positions
(including 54 management and sales personnel employed by Prestige)
4
compared to approximately 93 a year ago. In addition, Nobility employs part-time
employees when necessary.
Nobility makes a contribution toward employees' group health
and life insurance. Nobility, which is not subject to any collective bargaining
agreements, has not experienced any work stoppage or labor disputes and
considers its relationship with employees to be generally satisfactory.
Item 2. Properties
- ------ ----------
As of November 4, 2000, Nobility owned and operated two
manufacturing plants:
Depreciated Cost of
Approximate Plant and Property
Location Size at November 4, 2000
-------- ----------------- -------------------
Belleview, Florida 33,500 sq. ft. $ 129,654
Ocala, Florida(1) 72,000 sq. ft. 650,401
- -------------------------
(1) This 72,000 square foot plant is located on approximately 35.5 acres of
land on which an additional two-story structure adjoining the plant
serves as Nobility's corporate offices.
Nobility's Belleview plant is of metal and concrete
construction and the Ocala plant is of metal construction. Both properties are
in good condition and require little maintenance.
Prestige acquired the land for its Yulee, Florida sales center
in the fourth quarter of fiscal 1998 at a total cost of approximately $450,000,
including improvements. During the second quarter of fiscal 2000, Prestige
exercised its right of first refusal to acquire the properties on which the Pace
and Panama City, Florida, sales centers are located at costs of approximately
$203,000 and $437,000, respectively.
Item 3. Pending Legal Proceedings
- ------ -------------------------
Certain claims and suits arising in the ordinary course of
business have been filed or are pending against Nobility or Prestige. In the
opinion of management, any related liabilities that might arise would be covered
under terms of Nobility's liability insurance policies or would not have a
material adverse impact on Nobility's results of operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
None
5
PART II
Item 5. Market for the Registrant's Common Stock and Related
- ------ Stockholder Matters
----------------------------------------------------
Nobility's common stock is listed on the Nasdaq National
Market under the symbol NOBH. The following table shows the range of high and
low sales prices for the common stock for each fiscal quarter of 2000 and 1999.
Fiscal Year End (1)
-----------------------------------------------------------
November 4, 2000 November 6, 1999
Fiscal ---------------- ----------------
Quarter High Low High Low
- ------- ---- --- ---- ---
1st $ 6.00 $ 5.00 $12.63 $12.25
2nd 5.75 5.13 9.00 8.50
3rd 6.00 4.88 8.44 8.00
4th 6.50 5.31 5.63 5.50
- -------------------------------
(1) On February 19, 1999 a 10% stock dividend was paid, and on February 20,
1998, a three-for-two stock split in the form of a 50% stock dividend
was paid. Amounts in the table have been restated to give effect to
these stock dividends.
At January 22, 2001, the approximate number of record holders
of common stock was 240 (not including individual participants in security
position listings).
The payment of cash dividends is within the discretion of
Nobility's board of directors and will depend, among other factors, on
Nobility's earnings, capital requirements and operating and financial condition.
During fiscal 2000, 1999 and 1998, no cash dividends were paid.
6
Item 6. Selected Financial Data
- ------ -----------------------
The following table sets forth Selected Financial Data for
each of Nobility's last five fiscal years. This information should be read in
conjunction with Nobility's financial statements (including the related notes
thereto) and Management's Discussion and Analysis of the Financial Condition and
Results of Operations, each included elsewhere in this Form 10-K.
Years Ended(1)
- --------------------------------------------------------------------------------
November 4, November 6, October 31, November 1, November 2,
2000 1999 1998 1997 1996
(In thousands except per share data)
--------------------------------------------------------------------------------------
Total net sales $29,565 $40,353 $44,830 $41,696 $36,455
Income from
operations 1,874 3,386 5,844 4,759 3,839
Other income 1,650 1,080 538 206 47
Net income 2,268 2,792 3,941 3,038 2,395
Earnings per
share(2)
Basic .49 .58 .81 .62 .49
Diluted .49 .58 .79 .62 .49
Total assets 23,843 23,122 22,803 18,941 14,871
Long term
obligations -0- -0- -0- -0- -0-
Stockholders'
equity 21,025 20,437 18,674 15,294 12,256
Cash dividends
per common -0- -0- -0- -0- -0-
share
- -----------------------------
(1) Nobility's fiscal year ends on the first Saturday on or after October
31. The years ended November 6, 1999, and November 2, 1996, consisted
of a fifty-three week period and the years ended November 4, 2000,
October 31, 1998, and November 1, 1997, consisted of a fifty-two week
period.
(2) On February 19, 1999 a 10% stock dividend was paid and on February 20,
1998, January 31, 1996 and August 16, 1996, three-for-two stock splits
in the form of 50% stock dividends were paid to shareholders. Per share
amounts in the table have been restated to give effect to these stock
dividends.
7
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ Results of Operations
---------------------------------------------------------------
General
- -------
Nobility's primary focus is homebuyers who generally purchase
their manufactured homes from retail sales centers to locate on property they
own. Nobility has aggressively pursued this market, which has become the
principal focus of its business strategy, through its Prestige retail sales
centers. While Nobility actively seeks to make wholesale sales to independent
retail dealers, its presence as a competitor limits potential sales to dealers
located in the same geographic areas serviced by its Prestige sales centers.
Nobility also makes sales to the retirement community market,
which is made up of retirees moving to Florida and typically purchasing homes to
be located on sites leased from park communities offering a variety of
amenities.
Nobility sold 625 homes in fiscal 2000, of which 124 homes,
representing sales of $2,508,440, were sold to independent dealers. In fiscal
1999, of the 884 homes sold by Nobility, 109 homes were sold to independent
dealers, representing sales of $2,357,721. In fiscal 1998, of the 1,262 homes
sold by Nobility, 334 homes were sold to independent dealers, representing sales
of $7,259,901. The balance of Nobility's sales in fiscal 2000, 1999 and 1998,
representing 89.5%, 92.6% and 82.0% of net sales, respectively, were made on a
retail basis through Prestige's retail centers.
Nobility has a product line of approximately 100 active
models. Although market demand can fluctuate on a fairly short-term basis, the
manufacturing process is such that Nobility can alter its product mix relatively
quickly in response to changes in the market. During fiscal 2000, 1999 and 1998,
Nobility's product mix was affected by the "Special Edition" homes marketed by
Prestige and by larger, more expensive multi-wide homes resulting from greater
consumer confidence and the availability of varied types of financing at
competitive rates. Many family buyers today purchase three-, four- or
five-bedroom manufactured homes, compared with the two-bedroom home that
typically appeals to the retirement community market.
Nobility's Majestic 21 joint venture with 21st Century
Mortgage Corporation provides mortgage financing to retail customers who
purchase Nobility's manufactured homes at Prestige retail sales centers. This
joint venture, which originates and services loans, has given Prestige more
control over the financing aspect of the retail home sales process and allowed
it to offer better service to its retail customers. Management believes that the
joint venture gives Prestige an additional potential for profit by providing
finance products to retail customers. In addition, management believes that
Prestige has more input in the design of unique finance programs for prospective
homebuyers, and that the joint venture has resulted in more profitable sales at
its Prestige retail sales centers. In an effort to make manufactured homes more
competitive with site-built housing, financing packages are available to provide
(1) 30-year financing, (2) an interest rate reduction program, (3) combination
land/manufactured
8
home loans, and (4) a 5% down payment program for qualified buyers. Prestige
also maintains outside financing sources that provide financing to retail
homebuyers for its manufactured homes.
Through its wholly-owned subsidiary, Mountain Financial, Inc.,
an independent insurance agency and mortgage broker, Prestige offers credit life
and homeowners insurance, service warranty products and brokering of mortgage
loans to the retail customers.
Results of Operations
- ---------------------
Total net sales in fiscal year 2000 were $29,565,434 compared
to $40,353,254 in fiscal 1999 and $44,830,375 in fiscal 1998. Compared to the
prior year, net sales declined 26.7% in fiscal 2000 and 9.9% in fiscal 1999 as
compared to an increase of 7.5% in fiscal 1998. The decline in sales from the
comparable period in fiscal 1999 was primarily due to a very competitive market
caused by the industry's excess retail inventory. The excess inventory has
developed from industry growth of new retail locations that has outpaced
consumer demand. Tighter credit standards, increasing mortgage interest rates
and management's decision not to discount homes to maintain sales volume also
adversely impacted sales. In the near term, we anticipate continued pressure on
both sales and earnings resulting from these factors, but remain convinced that
our specific geographic market is one of the best long-term growth areas. The
decline in sales revenue in fiscal 1999 was primarily due to approximately
$5,000,000 less sales to outside dealers resulting in large part from increased
competition. The increased sales revenue in fiscal 1998 was primarily due to the
6.8% increase in same store sales revenues at Prestige. The years ended November
4, 2000 and October 31, 1998 consisted of a fifty-two (52) week period while the
year ended November 6, 1999 consisted of a fifty-three (53) week period.
Combined industry-wide shipments of multi-section and single
section homes for the first ten months of calendar 2000 declined 26.0% from
calendar 1999 and 4.7% in calendar 1999 compared to an increase of 4.4% in
calendar 1998. Florida combined industry shipments of multi-section home and
single-section homes in the first ten months of calendar 2000 declined 29.9%
from calendar 1999 and 10.8% in calendar 1999 compared to an increase in
calendar 1998 of 7%. Nobility's home sales are approximately 90% multi-section
homes.
Gross profit as a percentage of net sales was 25.7% in fiscal
2000 compared to 26.1% in fiscal 1999 and 27.0% in fiscal 1998. The decline in
gross profit for fiscal year 2000 was primarily due to the lower sales volume.
The decrease in gross profit in fiscal 1999 was primarily a result of a decline
in Nobility's outside dealer sales. The increase in gross profit in fiscal 1998
was due to increased gross margins at the retail sales centers, primarily from
the mix of products sold and improved cost controls.
Selling, general and administrative expenses as a percent of
net sales were 19.0% in fiscal 2000 compared to 17.4% in fiscal 1999 and 13.9%
in fiscal 1998. The increase in selling, general and administrative expenses, as
a percent of net sales, in fiscal year 2000 was
9
due to the fixed overhead cost associated with the lower sales volume. The
increase in fiscal 1999 selling, general and administrative expenses, as a
percent of net sales, was primarily due to increased expenses from the seven new
retail sales centers added during the fourth quarter of fiscal 1998. The decline
in fiscal 1998 selling, general and administrative expenses, as a percent of net
sales, was primarily due to reduced general and administrative costs at the
manufacturing plants, partially offset by increased overhead and start-up costs
from the seven new retail sites added during the fourth quarter of fiscal 1998.
Prestige recorded an impairment adjustment to goodwill in the
amount of $89,000 in fiscal year 2000 and $154,000 in fiscal 1999 in connection
with the closing of under performing retail sales centers.
Other income for fiscal 2000 was $1,649,590 of which $355,845
was from interest income on cash equivalents and $380,208 was from Nobility's
equity in the earnings from the Majestic 21 joint venture. In 2000 Nobility
received a $766,100 payment from TLT Communities against $1,518,754 of advances
that are non-interest bearing and which have been fully reserved since 1991.
Other income for fiscal 1999 was $1,080,265 of which $208,834 was from interest
income on cash equivalents and $388,495 was from Nobility's equity in the
earnings from the Majestic 21 joint venture and a $400,000 payment from TLT
Communities. Other income for fiscal 1998 was $537,730 of which $291,593 was
from interest income on cash equivalents and $165,914 was from Nobility's equity
in the earnings from the Majestic 21 joint venture.
As a result of the factors discussed above, earnings for
fiscal 2000 were $2,268,103 or $.49 per share compared to $2,791,540 or $.58 per
share for fiscal 1999 and $3,941,159 or $.79 per share for fiscal 1998.
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents were $9,828,122 at November 4, 2000
compared to $7,973,241 at November 6, 1999. Working capital was $14,878,953 at
November 4, 2000, compared to $15,095,927 at Novemer 6, 1999. Nobility carries
the entire inventory for the Prestige retail sales centers and does not incur
any third party floor plan financing expenses. Inventories decreased to
$7,037,495 at November 4, 2000, from $9,149,924 at November 6, 1999, as a result
of Prestige reducing the number of model homes in stock at their retail sales
centers and the closing of two retail sales centers during the last fiscal year.
Prestige purchased the land for two of its existing retail
sales centers during second quarter of fiscal 2000 for $640,238. The properties
had been leased from unrelated entities under operating lease agreements.
During fiscal year 2000 Prestige closed two of its retail
sales centers in Chiefland and Panama City, Florida and recorded an impairment
adjustment to goodwill in the amount of $89,000.
10
In fiscal year 1999 Prestige closed three of its retail sales
centers in Chipley, Milton and Jacksonville, Florida and recorded an impairment
adjustment to goodwill in the amount of $154,000.
In August 1998 Prestige acquired six manufactured home retail
sales centers located in the panhandle of Florida in an asset acquisition. This
transaction was accounted for using the purchase method of accounting;
accordingly, the purchased assets were recorded at their estimated fair market
value at the date of acquisition, resulting in approximately $487,000 of
goodwill, which is being amortized on a straight-line basis over 15 years.
A new retail sales center was opened in Yulee, Florida in
August 1998. The cost of the land and land improvements was approximately
$450,000. There were no retail sales centers closed in fiscal 1998, therefore no
impairment adjustment to goodwill.
Nobility repurchased in the open market 309,900 shares of its
common stock for $1,679,923 during fiscal year 2000 and 131,233 shares of its
common stock for $1,028,492 in fiscal year 1999.
Nobility maintains a revolving credit agreement with a major
bank providing for borrowings up to $2,500,000 with an option to increase the
line to $4,000,000. At November 4, 2000 and November 6, 1999, there were no
amounts outstanding under this agreement.
Consistent with normal practice, Nobility's operations are not
expected to require significant capital expenditures during fiscal 2001. Working
capital requirements for the home inventory for new retail sales centers will be
met with internal sources.
Forward Looking Statements
- --------------------------
Certain statements in this report are forward-looking
statements within the meaning of the federal securities laws. 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, changes in market demand, changes in
interest rates, adverse weather conditions that reduce sales at retail centers,
the risk of manufacturing plant shutdowns due to storms or other factors, and
the impact of marketing and cost-management programs.
Item 8. Consolidated Financial Statements and Supplementary Data
- ------ --------------------------------------------------------
Financial statements incorporated herein from Nobility's 2000
Annual Report to Shareholders are attached as Exhibit 13 and are listed at Part
IV, Item 13(a), "Consolidated Financial Statements and Schedules."
11
Item 9. Changes in and Disagreements with Accountants on Accounting
- ------ and Financial Disclosure
--------------------------------------------------------------
None
12
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------- --------------------------------------------------
Information concerning Nobility's directors is incorporated by
reference pursuant to Instruction G of Form 10-K from its definitive proxy
statement for the 2001 annual meeting of shareholders to be filed with the
Commission pursuant to Regulation 14A on or before March 4, 2001.
The following table provides the names, ages and business
experience for the past five years for each of Nobility's executive officers.
Executive officers are each elected for one year terms.
Executive Officers
- ------------------
Terry E. Trexler (61) Chairman of the Board and President; Mr. Trexler is
also President of TLT; from April 1996 to March
1997, Mr. Trexler was a director of Citizens
National Bank and its subsidiary, Citi-Bancshares,
Inc. and was Chairman of the Board of Citizens
First Bancshares, Inc. and its subsidiary, Citizens
First Bank of Ocala prior to its acquisition in
April 1996.
Thomas W. Trexler (37) Executive Vice President and Chief Financial
Officer since December 1994 and a director since
February 1993; President of Prestige Insurance
Services, Inc. since August 1992; President of
Prestige since June 1995 and Vice President from
1991 to June 1995; director of Prestige and Vice
President and director of TLT since September 1991.
Edward C. Sims (54) Vice President of Engineering.
Jean Etheredge (55) Secretary.
Lynn J. Cramer, Jr. (55) Treasurer.
Thomas W. Trexler, Executive Vice President, Chief Financial
Officer and a director, is the son of Terry E. Trexler, Nobility's President and
Chairman of the Board. There are no other family relationships between any
directors or executive officers.
13
Item 11. Executive Compensation
- ------- ----------------------
Information concerning executive compensation is incorporated
by reference pursuant to Instruction G of Form 10-K from Nobility's definitive
proxy statement for the 2001 annual meeting of shareholders to be filed with the
Commission pursuant to Regulation 14A on or before March 4, 2001.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------- --------------------------------------------------------------
Information concerning security ownership of certain
beneficial owners and management is incorporated by reference pursuant to
Instruction G of Form 10-K from Nobility's definitive proxy statement for the
2001 annual meeting of shareholders to be filed with the Commission pursuant to
Regulation 14A on or before March 4, 2001.
Item 13. Certain Relationships and Related Transactions
- ------- ----------------------------------------------
Information concerning certain relationships and related
transactions is incorporated by reference pursuant to Instruction G of Form 10-K
from Nobility's definitive proxy statement for the 2001 annual meeting of
shareholders to be filed with the Commission pursuant to Regulation 14A on or
before March 4, 2001.
14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
- ------- Form 8-K
------------------------------------------------------
(a) Consolidated Financial Statements and Schedules:
Report of PricewaterhouseCoopers LLP
Consolidated Balance Sheets at November 4, 2000 and November
6, 1999
Consolidated Statements of Income for the Years Ended November
4, 2000, November 6, 1999, and October 31, 1998
Consolidated Statements of Changes in Stockholders' Equity for
the Years Ended November 4, 2000, November 6, 1999, and
October 31, 1998
Consolidated Statements of Cash Flows for the Years Ended
November 4, 2000, November 6, 1999, and October 31, 1998
Notes to Consolidated Financial Statements
(b) Reports on Form 8-K:
None
(c) Exhibits:
3. (a) Nobility's Articles of Incorporation, as
amended (filed as an exhibit to Nobility's
Form 10-K for the fiscal year ended November
1, 1997 and incorporated herein by
reference).
(b) Bylaws, as amended March 28, 1994, (filed as
an exhibit to Nobility's Form 10-KSB for the
fiscal year ended October 29, 1994 and
incorporated herein by reference.)
10. (a) Joint Venture Agreement with 21st Century
Mortgage Corporation (filed as an exhibit to
Nobility's Form 10-K for the fiscal year
ended November 1, 1997 and incorporated
herein by reference).
*(b) Stock Incentive Plan (filed as an exhibit to
Nobility's registration statement on Form
S-8, registration no. 333-44769, and
incorporated herein by reference).
_________________
* Management Remuneration Plan.
15
(c) Revolving Credit Agreement dated March 4,
1998 with SunTrust Bank, North Central
Florida.
13. Consolidated Financial Statements from 2000 Annual
Report to Shareholders.
21. Subsidiaries of Nobility.
23. Consent of PricewaterhouseCoopers LLP.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: January 30, 2001 By: /s/ Terry E. Trexler
--------------------------------------
Terry E. Trexler, Chairman, President
and Chief Executive Officer
DATE: January 30, 2001 By: /s/ Thomas W. Trexler
--------------------------------------
Thomas W. Trexler, Executive
Vice President and
Chief Financial Officer
DATE: January 30, 2001 By: /s/ Lynn J. Cramer, Jr.
--------------------------------------
Lynn J. Cramer, Jr., Treasurer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
DATE: January 30, 2001 /s/ Terry E. Trexler
------------------------------------
Terry E. Trexler, Director
DATE: January 30, 2001 /s/ Richard C. Barberie
------------------------------------
Richard C. Barberie, Director
DATE: January 30, 2001 /s/ Robert Holliday
------------------------------------
Robert Holliday, Director
DATE: January __, 2001
------------------------------------
Robert P. Saltsman, Director
DATE: January 30, 2001 /s/ Thomas W. Trexler
------------------------------------
Thomas W. Trexler, Director
17
EXHIBIT INDEX
3. (a) Nobility's Articles of Incorporation, as
amended (filed as an exhibit to Nobility's
Form 10-K for the fiscal year ended November
1, 1997 and incorporated herein by
reference).
(b) Bylaws, as amended March 28, 1994, (filed as
an exhibit to Nobility's Form 10-KSB for the
fiscal year ended October 29, 1994 and
incorporated herein by reference.)
10. (a) Joint Venture Agreement with 21st Century
Mortgage Corporation (filed as an exhibit to
Nobility's Form 10-K for the fiscal year
ended November 1, 1997 and incorporated
herein by reference).
*(b) Stock Incentive Plan (filed as an exhibit to
Nobility's registration statement on Form
S-8, registration no. 333-44769, and
incorporated herein by reference).
(c) Revolving Credit Agreement dated March 4,
1998 with SunTrust Bank, North Central
Florida.
13. Consolidated Financial Statements from 2000 Annual
Report to Shareholders.
21. Subsidiaries of Nobility.
23. Consent of PricewaterhouseCoopers LLP.
_________________
* Management Remuneration Plan.
18