NOBH 10-Q Quarter ended Aug. 1, 2020

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 August 1, 2020

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)

Securities registered pursuant to Section 12(b) of the Act: None

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  ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ☒ ;    No  ☐.

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

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐.

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

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 September 14, 2020
Common Stock		3,631,196

NOBILITY HOMES, INC.

INDEX

				Page Number
PART I.		Financial Information
Item 1.		Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of August 1, 2020 (Unaudited) and November 2, 2019			3
		Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended August 1, 2020 (Unaudited) and August 3, 2019 (Unaudited)			4
		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended August 1, 2020 (Unaudited) and August 3, 2019 (Unaudited)			5
		Condensed Consolidated Statements of Cash Flows for the nine months ended August 1, 2020 (Unaudited) and August 3, 2019 (Unaudited)			6
		Notes to Condensed Consolidated Financial Statements (Unaudited)			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 4.		Controls and Procedures			16
PART II .		Other Information
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			17
Item 6.		Exhibits			17
Signatures					18

2

NOBILITY HOMES, INC.

Condensed Consolidated Balance Sheets

		August 1, 2020				November 2, 2019
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	20,911,248			$	22,533,965
Certificates of Deposit			8,192,314				10,153,575
Short-term investments			355,315				521,283
Accounts receivable-trade			713,358				1,351,838
Note receivable			49,089				83,231
Mortgage notes receivable			19,742				17,896
Inventories			10,637,620				10,616,778
Pre-owned homes, net			253,060				331,103
Prepaid expenses and other current assets			1,062,244				1,217,762
Total current assets			42,193,990				46,827,431
Property, plant and equipment, net			5,156,732				5,005,644
Pre-owned homes, net			1,271,768				808,128
Note receivable, less current portion			11,693				43,769
Mortgage notes receivable, less current portion			228,706				232,148
Other investments			1,710,398				1,649,273
Deferred income taxes			27,267				80,405
Operating lease right of use assets			727,180				—
Cash surrender value of life insurance			3,761,974				3,617,974
Other assets			156,287				156,287
Total assets		$	55,245,995			$	58,421,059
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	653,332			$	1,111,216
Accrued compensation			451,891				748,626
Accrued expenses and other current liabilities			1,172,806				2,055,952
Income taxes payable			—				2,016,132
Operating lease obligation			21,381				—
Customer deposits			3,091,885				3,022,818
Total current liabilities			5,391,295				8,954,744
Operating lease obligation, less current portion			787,745				—
Total liabilities			6,179,040				8,954,744
Commitments and contingencies
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; 3,631,196 and 3,664,070 outstanding, respectively			536,491				536,491
Additional paid in capital			10,693,648				10,687,662
Retained earnings			56,102,636				55,298,750
Accumulated other comprehensive income			—				389,164
Less treasury stock at cost, 1,733,711 shares in 2020 and 1,700,837 shares in 2019			(18,265,820	)			(17,445,752	)
Total stockholders’ equity			49,066,955				49,466,315
Total liabilities and stockholders’ equity		$	55,245,995			$	58,421,059

The accompanying notes are an integral part of these condensed consolidated financial statements

3

NOBILITY HOMES, INC.

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

		Three Months Ended								Nine Months Ended
		August 1,				August 3,				August 1,				August 3,
		2020				2019				2020				2019
Net sales		$	8,800,410			$	11,785,366			$	28,446,764			$	35,567,828
Cost of sales			(6,361,500	)			(8,139,910	)			(19,980,510	)			(25,506,957	)
Gross profit			2,438,910				3,645,456				8,466,254				10,060,871
Selling, general and administrative expenses			(1,107,850	)			(1,352,315	)			(3,586,622	)			(3,860,173	)
Operating income			1,331,060				2,293,141				4,879,632				6,200,698
Other income (loss):
Interest income			53,209				134,526				239,365				431,995
Undistributed earnings in joint venture - Majestic 21			20,855				19,800				61,125				60,555
Proceeds received under escrow arrangement			64,053				76,734				336,447				289,341
Market value of equity investment			21,475				—				(159,051	)			—
Gain on sale of assets			32,041				864,887				32,041				880,129
Miscellaneous			12,910				10,834				32,504				33,714
Total other income			204,543				1,106,781				542,431				1,695,734
Income before provision for income taxes			1,535,603				3,399,922				5,422,063				7,896,432
Income tax expense			(375,465	)			(856,818	)			(1,311,780	)			(1,997,797	)
Net income			1,160,138				2,543,104				4,110,283				5,898,635
Other comprehensive income (loss)
Unrealized investment income net of tax effect			—				(96,120	)			—				(40,408	)
Comprehensive income		$	1,160,138			$	2,446,984			$	4,110,283			$	5,858,227
Weighted average number of shares outstanding:
Basic			3,631,089				3,807,357				3,641,048				3,848,936
Diluted			3,632,420				3,808,617				3,642,397				3,850,169
Net income per share:
Basic		$	0.32			$	0.67			$	1.13			$	1.53
Diluted		$	0.32			$	0.67			$	1.13			$	1.53

The accompanying notes are an integral part of these condensed consolidated financial statements

4

NOBILITY HOMES, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the nine months ended August 1, 2020 and August 3, 2019

(Unaudited)

																		Accumulated
																		Other
		Common				Common				Additional				Retained				Comprehensive				Treasury
		Stock Shares				Stock				Paid-in-Capital				Earnings				Income				Stock				Total
Balance at November 2, 2019			3,664,070			$	536,491			$	10,687,662			$	55,298,750			$	389,164			$	(17,445,752	)		$	49,466,315
Adoption of ASU 2016-01			—				—				—				389,164				(389,164	)			—				—
Adoption of ASU 2016-02			—				—				—				(64,591	)			—				—				(64,591	)
Balance at November 2, 2019			—				—				—				—				—				—				—
as adjusted			3,664,070				536,491				10,687,662				55,623,323				—				(17,445,752	)			49,401,724
Purchase of treasury stock			(14,400	)			—				—				—				—				(345,600	)			(345,600	)
Stock-based compensation			—				—				906				—				—				—				906
Net income			—				—				—				1,400,141				—				—				1,400,141
Balance at February 1, 2020			3,649,670				536,491				10,688,568				57,023,464				—				(17,791,352	)			50,457,171
Cash dividend			—				—				—				(3,630,970	)			—				—				(3,630,970	)
Purchase of treasury stock			(18,700	)			—				—				—				—				(476,850	)			(476,850	)
Stock-based compensation			—				—				906				—				—				—				906
Net income			—				—				—				1,550,004				—				—				1,550,004
Balance at May 4, 2020			3,630,970				536,491				10,689,474				54,942,498				—				(18,268,202	)			47,900,261
Stock-based compensation			226				—				4,174				—				—				2,382				6,556
Net income			—				—				—				1,160,138				—				—				1,160,138
Balance at August 1, 2020			3,631,196			$	536,491			$	10,693,648			$	56,102,636			$	—			$	(18,265,820	)		$	49,066,955
Balance at November 3, 2018			3,873,731			$	536,491			$	10,670,848			$	50,352,546			$	390,407			$	(12,883,791	)		$	49,066,501
Stock-based compensation			—				—				750				—				—				—				750
Unrealized investment loss, net of tax effect			—				—				—				—				(16,540	)			—				(16,540	)
Net income			—				—				—				1,535,806				—				—				1,535,806
Balance at February 2, 2019			3,873,731				536,491				10,671,598				51,888,351				373,867				(12,883,791	)			50,586,516
Cash dividend			—				—				—				(3,864,216	)											(3,864,216	)
Purchase of treasury stock			(13,703	)			—				—				—				—				(302,115	)			(302,115	)
Stock-based compensation			485				—				6,539				—				—				4,190				10,729
Unrealized investment loss, net of tax effect			—				—				—				—				72,252				—				72,252
Net income			—				—				—				1,819,725				—				—				1,819,725
Balance at May 4, 2019			3,860,513				536,491				10,678,137				49,843,861				446,119				(13,181,716	)			48,322,893
Purchase of treasury stock			(116,193	)			—				—				—				—				(2,551,246	)			(2,551,246	)
Stock-based compensation			—				—				1,005				—				—				—				1,005
Unrealized investment loss, net of tax effect			—				—				—				—				(96,120	)			—				(96,120	)
Exercise of employee stock options			2,250				—				7,515				—				—				19,710				27,225
Net income			—				—				—				2,543,103				—				—				2,543,103
Balance at August 3, 2019			3,746,570			$	536,491			$	10,686,657			$	52,386,965			$	349,999			$	(15,713,252	)		$	48,246,860

The accompanying notes are an integral part of these condensed consolidated financial statements

5

NOBILITY HOMES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		Nine Months Ended
		August 1,				August 3,
		2020				2019
Cash flows from operating activities:
Net income		$	4,110,283			$	5,898,635
Adjustments to reconcile net income to net cash provide by operating activities:
Depreciation			118,179				109,016
Undistributed earnings in joint venture—Majestic 21			(61,125	)			(60,555	)
Gain on property held for sale			—				(864,887	)
Gain on disposal of property, plant and equipment			(32,041	)			(15,242	)
Decrease in fair market value of equity investments			159,051				—
Stock-based compensation			8,368				19,999
Amortization of operating lease right of use assets			26,862				—
Decrease (increase) in:
Accounts receivable			638,480				(209,985	)
Inventories			(20,842	)			(1,799,958	)
Pre-owned homes			(385,597	)			113,697
Prepaid expenses and other current assets			155,518				(148,304	)
Deferred income taxes			60,055				167,576
Interest receivable			(130,097	)			(84,740	)
(Decrease) increase in:
Accounts payable			(457,884	)			(151,508	)
Accrued compensation			(296,735	)			(100,832	)
Accrued expenses and other current liabilities			(883,146	)			594,271
Income taxes payable			(2,016,132	)			272,450
Customer deposits			69,067				(956,413	)
Net cash provide by operating activities			1,062,264				2,783,220
Cash flows from investing activities:
Purchase of property, plant and equipment			(270,365	)			(288,424	)
Purchase of certificates of deposit			(20,000	)			(4,000,000	)
Proceeds from certicates of deposit			2,024,000				—
Proceeds from property held for sale			—				1,078,325
Proceeds from disposal of property, plant and equipment			33,139				—
Collections on interest receivable			87,358				—
Collections on mortgage notes receivable			1,596				1,502
Collections on equipment and other notes receivable			66,218				40,263
Increase in cash surrender value of life insurance			(144,000	)			(135,000	)
Net cash provided by (used in) investing activities			1,777,946				(3,303,334	)
Cash flows from financing activities:
Payment of cash dividend			(3,630,970	)			(3,864,216	)
Proceeds from excerise of employee stock option			—				19,710
Purchase of treasury stock			(822,450	)			(2,853,361	)
Reduction of operating lease obligation			(9,507	)			—
Net cash used in financing activities			(4,462,927	)			(6,697,867	)
Decrease in cash and cash equivalents			(1,622,717	)			(7,217,981	)
Cash and cash equivalents at beginning of year			22,533,965				28,364,861
Cash and cash equivalents at end of quarter		$	20,911,248			$	21,146,880
Supplemental disclosure of cash flows information:
Income taxes paid		$	3,368,000			$	1,550,000

The accompanying notes are an integral part of these condensed consolidated financial statements

6

Nobility Homes, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 Basis of Presentation and Accounting Policies

The accompanying unaudited condensed financial statements for the three and nine months ended August 1, 2020 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 results of operations for the three and nine months ended August 1, 2020 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 2, 2019.

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that lessees should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. Lessees shall classify all leases as finance or operating leases. This new accounting guidance was effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02, which resulted in the recognition of the right-of-use assets and related obligations on its condensed consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The Company adopted ASU 2016-01 resulting in recognition changes in the fair value of equity investment in earnings.

Note 2 Inventories

New home inventory is carried at the lower of cost or net realizable 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 net realizable value.

7

The Company acquired certain repossessed pre-owned inventory (Buy Back Inventory) in 2011 as part of an Amendment of the Finance Revenue Sharing Agreement with 21 ^st Mortgage Corporation. This inventory is valued at the Company’s cost to acquire determined on the specific identification method, plus refurbishment costs (any item on the home that needs to be repaired or replaced) incurred to date to bring the inventory to a more saleable state. The Buy Back Inventory amount is reduced where necessary on a unit specific basis by a valuation reserve which management believes results in inventory being valued at market.

Other pre-owned homes are acquired (Repossessions Inventory) as a convenience to the Company’s joint venture partner, 21st Mortgage Corporation. This inventory has been repossessed by 21 ^st Mortgage Corporation or through mortgage foreclosure. The Company acquired this inventory at the amount of the uncollected balance of the financing at the time of the foreclosure/repossessions by 21st Mortgage Corporation. The Company records this inventory at cost determined on the specific identification method. All of the refurbishment costs are paid by 21 ^st Mortgage Corporation. This arrangement assists 21 ^st Mortgage Corporation with liquidation of their repossessed inventory. The timing of these repurchases by the Company is unpredictable as it is based on the repossessions 21 ^st Mortgage Corporation incurs in the portfolio. When the home is sold, the Company retains the cost of the home, an interest factor on the cost of the home and a sales commissione, from the sales proceeds. Any additional proceeds are paid to 21 ^st Mortgage. Any shortfall from the proceeds to cover these amounts is paid by 21 ^st Mortgage to the Company. As the Company has no risk of loss on the sale, there is no valuation allowance necessary for this inventory.

Inventory held at consignment locations by affiliated entities is included in the Company’s inventory on the Company’s condensed consolidated balance sheets. Consigned inventory was $1,784,688 and $1,540,949 as of August 1, 2020 and November 2, 2019, respectively.

Pre-owned homes are also taken as trade-ins on new home sales (Trade-in Inventory). This inventory is recorded at estimated actual wholesale value, which is generally lower than market value, determined on the specific identification method, plus refurbishment costs incurred to date to bring the inventory to a more saleable state. The Trade-in Inventory amount is reduced where necessary on a unit specific basis by a valuation reserve, which management believes results in inventory being valued at market.

Other inventory costs are determined on a first-in, first-out basis. A breakdown of the elements of inventory is as follows:

		August 1,				November 2,
		2020				2019
Raw materials		$	947,610			$	941,206
Work-in-process			98,265				125,371
Inventory consigned to affiliated entities			1,784,688				1,540,949
Finished homes			7,632,876				7,888,879
Model home furniture			174,181				120,372
Inventories		$	10,637,620			$	10,616,777
Pre-owned homes		$	1,694,645			$	1,311,626
Inventory impairment reserve			(169,817	)			(172,395	)
			1,524,828				1,139,231
Less homes expected to sell in 12 months			(253,060	)			(331,103	)
Pre-owned homes, long-term		$	1,271,768			$	808,128

8

Note 3 Short-term Investments

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

		August 1, 2020
		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
Equity securities in a public company		$	167,930			$	187,386			$	—			$	355,316

		November 2, 2019
		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
Equity securities in a public company		$	167,930			$	353,353			$	—			$	521,283

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 and notes receivable, accounts payable and accrued expenses approximates fair value because of the short maturity of those instruments.

The Company accounts for the fair value of financial investments in accordance with FASB Accounting Standards Codification (ASC) No. 820 “Fair Value Measurements” (ASC 820).

ASC 820 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 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 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.

9

The following tables represent the Company’s financial assets and liabilities which are carried at fair value.

		August 1, 2020
		Level 1				Level 2				Level 3
Equity securities in a public company		$	355,316			$	—			$	—

		November 2, 2019
		Level 1				Level 2				Level 3
Equity securities in a public company		$	521,283			$	—			$	—

Note 5 Net Income per Share

These financial statements include “basic” and “diluted” net income per share information for all periods presented. The basic net income per share is calculated by dividing net income by the weighted-average number of shares outstanding. The diluted net income per share is calculated by dividing net income by the weighted-average number of shares outstanding, adjusted for dilutive common shares.

Note 6 Revenues by Products and Service

The Company operates in one business segment, which is manufactured housing and ancillary services. The Company considers there to be revenue concentration risks for distribution of its products where net product revenues exceed 10% of consolidated net product revenues. The concentration of the Company’s distribution net product revenues below may have a material adverse effect on the Company’s revenues and results of operations if sales in the respective distribution channels experience difficulties.

Revenues by net sales from manufactured housing, pre-owned homes and insurance agent commissions are as follows:

		Three Months Ended								Nine Months Ended
		August 1,				August 3,				August 1,				August 3,
		2020				2019				2020				2019
Manufactured housing
Homes sold through Company owned sales centers		$	6,252,906			$	9,807,719			$	20,874,755			$	28,142,636
Homes sold to independent dealers			1,998,720				1,377,471				6,260,268				5,721,508
Homes sold through manufactured home parks			380,875				513,517				845,634				904,169
		$	8,632,501			$	11,698,707			$	27,980,657			$	34,768,313
Pre-owned homes			95,011				14,187				253,689				590,182
Insurance agent commissions			72,898				72,472				212,418				209,333
Total net sales		$	8,800,410			$	11,785,366			$	28,446,764			$	35,567,828

Note 7 Operating Leases

The Company leases the property for several Prestige retail sales centers from various unrelated entities under operating lease agreements expiring through December 2020. The Company also leases certain equipment under unrelated operating leases. These leases have varying renewal options.

On November 3, 2019, the Company adopted ASC Topic 842 using the modified retrospective method applied to leases that were in place as of November 3, 2019. Results for reporting periods beginning after November 3, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840.

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The Company elected the package of practical expedients permitted under the transition guidance, which allows for the historical lease classification to be carried forward, the Company’s assessments on whether a contract is or contains a lease, and the Company’s initial direct costs for any leases that exist prior to adoption of the new standard. The Company also elected the short-term lease recognition exemption for all leases that qualify.

To determine the present value of minimum future lease payments for operating leases at November 3, 2019, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used mortgage interest rates for similar terms.

Right of use assets are included as a non-current asset in the amount of $727,180, net of amortization in the unaudited condensed consolidated Balance Sheet as of August 1, 2020.

Minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease. Individual components of the total lease cost incurred by the Company in the amount of $49,046 and $153,235 for the three and nine months ended August 1, 2020, respectively.

The amount of future minimum lease payments under operating are as follows:

		Operating Lease
Undiscounted future minimum lease payments:
2020 (3 Months Remaining)		$	14,892
2021			63,117
2022			68,401
2023			74,322
2024			80,955
Thereafter			543,361
Total			845,048
Amount representing imputed interest			(35,922	)
Total operating lease liability			809,126
Current portion of operating lease liability			(21,381	)
Operating lease liability, non-current		$	787,745

Note 8 Paycheck Protection Program Loan

During the second quarter of 2020, the Company applied for and received funding in the amount of approximately $1,750,000 under the CARES Act and the Paycheck Protection Program (the “PPP”). The Company promptly returned the funds, as management determined that the loan was not necessary to support its ongoing operations.

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

Results of Operations

Total revenues in the third quarter of 2020 were $8,800,410 compared to $11,785,366 in the third quarter of 2019. Total net sales for the first nine months of 2020 were $28,446,764 compared to $35,567,828 for the first nine months of 2019. The Company reported net income of $1,160,138 in the third quarter of 2020, compared to a net income of $2,543,104 during the third quarter of 2019. Net income for the first nine months of 2020 was $4,110,283 compared to a net income of $5,898,635 for the first nine months of 2019. The Company sold its former Pace retail sales center property resulting in a one-time gain of $864,887 during 2019. The coronavirus (“COVID-19”) pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns. Although we were deemed an essential business and never closed our manufacturing plant or retail sales centers, these measures had a negative impact on customer traffic (and corresponding sales) within our centers and the operations of our business partners. While our manufacturing operations have continued, an outbreak in our manufacturing facility would adversely impact our ability to produce new homes. There is considerable uncertainty regarding the impact, and expected duration, of such measures and potential future measures, which could cause disruptions to our business in the future. Since May of 2020 the Company has experienced unprecedented inflation in forest products, with no immediate relief in sight. The rapid increases have resulted in increases to our material costs. Recently, Hurricane Laura damaged some of the plants that supply the resin used in residential vinyl siding and PVC piping, which is currently threatening our supply chain. The Company is monitoring these problems daily and have adjusted our selling prices accordingly to help offset the higher costs.

The following table summarizes certain key sales statistics and percent of gross profit.

		Three Months Ended								Nine Months Ended
		August 1,				August 3,				August 1,				August 3,
		2020				2019				2020				2019
New homes sold through Company owned sales centers			70				111				232				329
Pre-owned homes sold through Company owned sales centers:
Buy Back			0				0				0				2
Repossessions			1				0				4				6
Trade-Ins			2				1				3				2
Homes sold to independent dealers			51				32				159				123
Total new factory built homes produced			127				162				393				491
Average new manufactured home price - retail		$	91,017			$	85,985			$	91,644			$	82,816
Average new manufactured home price - wholesale		$	44,308			$	46,559			$	43,913			$	45,087
As a percent of net sales:
Gross profit from the Company owned retail sales centers			19	%			19	%			19	%			18	%
Gross profit from the manufacturing facilities - including intercompany sales			20	%			22	%			22	%			21	%

The demand for affordable manufactured housing in Florida has been adversely impacted by COVID-19 and actions taken in response thereto. According to the Florida Manufactured Housing Association, shipments in Florida for the period from November 2019 through July 2020 were down approximately 16% from the same period last year. In addition, the lack of lenders in our industry, partly as a result of an increase in government regulations, still adversely affects our results by limiting many affordable manufactured housing buyers from purchasing homes.

Maintaining our strong financial position is vital for future growth and success. Because of very challenging business conditions during economic recessions in our market area, management will continue to evaluate all expenses and react in a manner consistent with maintaining our strong financial position, while exploring opportunities to expand our distribution and manufacturing operations.

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Our many years of experience in the Florida market, combined with home buyers’ increased need for more affordable housing, should serve the Company well in the coming years. Management remains convinced that our specific geographic market is one of the best long-term growth areas in the country.

On June 5, 2020 the Company celebrated its 53rd anniversary in business specializing in the design and production of quality, affordable manufactured homes. With multiple retail sales centers in Florida for over 30 years and an insurance agency subsidiary, we are the only vertically integrated manufactured home company headquartered in Florida.

Insurance agent commission revenues in the third quarter of 2020 were $72,898 compared to $72,472 in the third quarter of 2019 and were $212,418 for the first nine months of 2020 compared to $209,333 for the first nine months of 2019. The increase in insurance agent commissions in the first nine months of 2020 were due to more new policies and renewals generated which affects agent commission earned. 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 was deemed necessary for policy cancellations at August 1, 2020 and November 2, 2019.

Gross profit as a percentage of net sales was 28% in third quarter of 2020 compared to 31% for the third quarter of 2019 and was 30% for the first nine months of 2020 compared to 28% for the first nine months of 2019. The gross profit in the third quarter of 2020 was $2,438,910 compared to $3,645,456 in the third quarter of 2019 and was $8,466,254 for the first nine months of 2020 compared to $10,060,871 for the first nine months of 2019. The gross profit is dependent on the sales mix of wholesale and retail homes and number of pre-owned homes sold. The fluctuations in gross profit as a percentage of net sales is primarily due to the decrease in sales and the increase in covid-19 related expenses and increase in the material cost of each home manufactured in third quarter 2020.

Selling, general and administrative expenses as a percent of net sales was 13% in third quarter of 2020 compared to 11% in the third quarter of 2019 and was 13% for the first nine months of 2020 compared to 11% for the first nine months of 2019. Selling, general and administrative expenses in third quarter of 2020 was $1,107,850 compared to $1,352,315 in the third quarter of 2019 and was $3,586,622 for the first nine months of 2020 compared to $3,860,173 for the first nine months of 2019. The dollar decrease in expenses in 2020 resulted from the decrease in variable and accrued compensation expenses which were direct results of decreased sales.

We earned interest income of $53,209 for the third quarter of 2020 compared to $134,526 for the third quarter of 2019. For the first nine months of 2020, interest income was $239,365 compared to $431,995 in the first nine months of 2019. The decrease is primarily due to the decline in the investment rates and the decrease in the monies invested.

Our earnings from Majestic 21 in the third quarter of 2020 were $20,855 compared to $19,800 for the third quarter of 2019. Our earnings from Majestic 21 for the first nine months of 2020 were $61,125 compared to $60,555 for the first nine months of 2019. The earnings from Majestic 21 represent the allocation of profit and losses which are owned 50% by 21st Mortgage Corporation and 50% by the Company.

We received distributions of $64,053 in the third quarter of 2020 compared to $76,734 in the third quarter of 2019 and $336,447 for the first nine months of 2020 compared to $289,341 for the first nine months of 2019. The distributions are from an escrow arrangement related to a Finance Revenue Sharing Agreement between 21 ^st Mortgage Corporation and the Company. The distributions from the escrow arrangement, relates to certain loans financed by 21 ^st Mortgage Corporation, are recorded as income by the Company when received.

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The Company realized pre-tax income in the third quarter of 2020 of $1,535,603 as compared to $3,399,922 in the third quarter of 2019. The pre-tax income for the first nine months of 2020 was $5,422,063 as compared to $7,896,432 in first nine months of 2019.

The Company recorded an income tax expense in the amount of $375,465 in the third quarter of 2020 as compared to $856,818 in third quarter 2019. Income tax expense for the nine months of 2020 was $1,311,780 compared to $1,997,797 for the nine months of 2019.

We reported net income of $1,160,138 for the third quarter of 2020 or $0.32 per share, compared to $2,543,104 or $0.67 per share, for the third quarter of 2019. For the first nine months of 2020 net income was $4,110,283 or $1.13 per share, compared to $5,898,635 or $1.53 per share, in the first nine months of 2019.

Liquidity and Capital Resources

Cash and cash equivalents were $20,911,248 at August 1, 2020 compared to $22,533,965 at November 2, 2019. Certificates of deposit were $8,192,314 at August 1, 2020 compared to $10,153,575 at November 2, 2019. Short-term investments were $355,315 at August 1, 2020 compared to $521,283 at November 2, 2019. Working capital was $36,802,695 at August 1, 2020 as compared to $37,872,687 at November 2, 2019. A cash dividend was paid from our cash reserves in March 2020 in the amount of $1.00 per share ($3,630,970). During the first nine months on 2020, the Company repurchased an aggregate of 33,100 shares of its common stock for an aggregate of $822,450. In June 2019, the Company sold its former Pace retail sales center property for net proceeds of $1,078,325. 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 have has no material commitments for capital expenditures.

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 $3.7 million of cash surrender value of life insurance which we could access as an additional source of liquidity although we have not currently viewed this to be necessary. As of August 1, 2020, the Company continued to report a strong balance sheet which included total assets of approximately $55 million and stockholders’ equity of approximately $49 million.

Paycheck Protection Program Loan

During the second quarter of 2020, we applied for and received funding in the amount of approximately $1,750,000 under the CARES Act and the Paycheck Protection Program (the “PPP”). We promptly returned the funds, as management determined that the loan was not necessary to support our ongoing operations.

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 its more significant judgments and estimates used in the preparation of our Consolidated Financial Statements. No significant changes have occurred since that time.

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Forward-Looking Statements

Certain statements in this report are unaudited or forward-looking statements within the meaning of the federal securities laws. Although Nobility believes that the amounts and 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, the potential adverse impact on our business caused by the coronavirus or other health pandemic, competitive pricing pressures at both the wholesale and retail levels, increasing material costs or availability of materials due to potential supply chain interruptions, 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 (principal executive officer) and Chief Financial Officer (principal financial officer) have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a–15(e) and 15d–15(e) 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, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of August 1, 2020.

Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the third quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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Part II. OTHER INFORMATION AND SIGNATURES

There were no reportable events for Item 1 and Items 3 through 5.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not repurchase any shares of its common stock during the third quarter ended August 1, 2020.

On September 2019, the Company’s Board of Directors authorized management to repurchase up to 200,000 shares of the Company’s common stock each fiscal year in the open market. During the nine months ended August 1, 2020 management has repurchased an aggregate of 33,100 shares of common stock and is authorized to purchase up to an additional 117,486 shares.

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: September 14, 2020				By:		/s/ Terry E. Trexler
						Terry E. Trexler, Chairman,
						President and Chief Executive Officer
DATE: September 14, 2020				By:		/s/ Thomas W. Trexler
						Thomas W. Trexler, Executive Vice President,
						and Chief Financial Officer
DATE: September 14, 2020				By:		/s/ Lynn J. Cramer, Jr.
						Lynn J. Cramer, Jr., Treasurer
						and Principal Accounting Officer

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