NOBILITY HOMES INC 10-Q

10-Q 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, 2024 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 ele with Q1ctronically 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 July 1, 2024 Common Stock 3,268,829 Table of Contents NOBILITY HOMES, INC. IND EX Page Number PART I. Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of May 4 , 2024 (Unaudited) and November 4, 2023 3 Condensed Consolidated Statements of Income for the three and six months ended May 4, 2024 (Unaudited) and May 6, 2023 (Unaudited) 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended May 4, 2024 (Unaudited) and May 6, 2023 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the six months ended May 4, 2024 (Unaudited) and May 6, 2023 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10 Item 4. Controls and Procedures 12 PART II. Other Information 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 5. Other Information 13 Item 6. Exhibits 13 Signatures 14 2 Table of Contents NOBILITY HOMES, INC. Condensed Consolid ated Balance Sheets May 4, November 4, 2024 2023 (Unaudited) Assets Current assets: Cash and cash equivalents $ 10,659,825 $ 13,879,358 Certificates of deposit 12,239,189 10,204,287 Short-term investments at fair value 629,442 527,899 Accounts receivable - trade 2,080,220 2,864,808 Mortgage notes receivable 4,008 4,391 Inventories 21,205,417 21,518,098 Prepaid expenses and other current assets 1,689,041 1,733,179 Total current assets 48,507,142 50,732,020 Property, plant and equipment, net 8,334,042 8,268,976 Mortgage notes receivable, less current portion 142,971 142,761 Other investments 395,019 1,953,199 Property held for resale 26,590 26,590 Deferred income taxes 113,512 90,274 Cash surrender value of life insurance 4,419,709 4,331,659 Other assets 156,287 156,287 Total assets $ 62,095,272 $ 65,701,766 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,049,103 $ 819,143 Accrued compensation 901,237 992,622 Accrued expenses and other current liabilities 1,219,843 1,809,335 Income taxes payable 696,188 661,261 Customer deposits 5,969,271 8,703,107 Total current liabilities 9,835,642 12,985,468 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; 3,268,829 and 3,269,075 shares outstanding, respectively 536,491 536,491 Additional paid in capital 11,050,660 10,964,985 Retained earnings 70,430,917 70,969,764 Less treasury stock at cost, 2,096,078 and 2,095,832 shares, respectively ( 29,758,438 ) ( 29,754,942 ) Total stockholders’ equity 52,259,630 52,716,298 Total liabilities and stockholders’ equity $ 62,095,272 $ 65,701,766 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents NOBILITY HOMES, INC. Condensed Con solidated Statements of Income (Unaudited) Three Months Ended Six Months Ended May 4, May 6, May 4, May 6, 2024 2023 2024 2023 Net sales $ 11,527,978 $ 16,779,597 $ 26,295,976 $ 33,944,350 Cost of sales ( 7,359,584 ) ( 10,826,286 ) ( 17,393,236 ) ( 22,119,443 ) Gross profit 4,168,394 5,953,311 8,902,740 11,824,907 Selling, general and administrative expenses ( 1,911,380 ) ( 2,215,198 ) ( 3,943,710 ) ( 4,250,675 ) Operating income 2,257,014 3,738,113 4,959,030 7,574,232 Other income (expense): Interest income 219,861 169,982 517,860 310,015 Undistributed earnings in joint venture - Majestic 21 20,535 25,622 42,709 48,448 Proceeds received under escrow arrangement 99,816 94,165 99,816 94,165 Increase (decrease) in fair value of equity investment 50,744 ( 111,075 ) 101,543 ( 129,017 ) Miscellaneous 74,587 18,590 125,128 26,362 Total other income 465,543 197,284 887,056 349,973 Income before provision for income taxes 2,722,557 3,935,397 5,846,086 7,924,205 Income tax expense ( 696,598 ) ( 1,076,548 ) ( 1,481,690 ) ( 2,008,389 ) Net income $ 2,025,959 $ 2,858,849 $ 4,364,396 $ 5,915,816 Weighted average number of shares outstanding: Basic 3,268,829 3,370,157 3,268,829 3,370,534 Diluted 3,277,920 3,373,036 3,279,719 3,372,417 Net income per share: Basic $ 0.62 $ 0.85 $ 1.34 $ 1.76 Diluted $ 0.62 $ 0.85 $ 1.33 $ 1.75 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents NOBILITY HOMES, INC. Condensed Consolidated Statements of Changes in Stockhol ders’ Equity For the three and six months ended May 4, 2024 and May 6, 2023 (Unaudited) Common Stock Shares Common Stock Additional Paid-in-Capital Retained Earnings Treasury Stock Total Balance at November 4, 2023 3,269,075 $ 536,491 $ 10,964,985 $ 70,969,764 $ ( 29,754,942 ) $ 52,716,298 Stock-based compensation ( 246 ) — 36,716 — ( 3,496 ) 33,220 Net income — — — 2,338,437 — 2,338,437 Balance at February 3, 2024 3,268,829 536,491 11,001,701 73,308,201 ( 29,758,438 ) 55,087,955 Cash dividend $ 1.50 per common share — — — ( 4,903,243 ) — ( 4,903,243 ) Stock-based compensation — — 48,959 — — 48,959 Net income — — — 2,025,959 — 2,025,959 Balance at May 4, 2024 3,268,829 $ 536,491 $ 11,050,660 $ 70,430,917 $ ( 29,758,438 ) $ 52,259,630 Common Stock Shares Common Stock Additional Paid-in-Capital Retained Earnings Treasury Stock Total Balance at November 5, 2022 3,370,912 $ 536,491 $ 10,849,687 $ 63,441,812 $ ( 26,904,457 ) $ 47,923,533 Stock-based compensation — — 34,989 — — 34,989 Net income — — — 3,056,967 — 3,056,967 Balance at February 4, 2023 3,370,912 536,491 10,884,676 66,498,779 ( 26,904,457 ) 51,015,489 Cash dividend $ 1.00 per common share — — — ( 3,370,912 ) — ( 3,370,912 ) Purchase of treasury stock ( 2,083 ) — — — ( 56,241 ) ( 56,241 ) Stock-based compensation — — 21,637 — — 21,637 Net income — — — 2,858,849 — 2,858,849 Balance at May 6, 2023 3,368,829 $ 536,491 $ 10,906,313 $ 65,986,716 $ ( 26,960,698 ) $ 50,468,822 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents NOBILITY HOMES, INC. Condensed Consolidated St atements of Cash Flows (Unaudited) Six Months Ended May 4, May 6, 2024 2023 Cash flows from operating activities: Net income $ 4,364,396 $ 5,915,816 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 78,510 78,558 Deferred income taxes ( 23,238 ) ( 82,697 ) Undistributed earnings in joint venture - Majestic 21 ( 42,709 ) ( 48,448 ) Return on investment in joint venture-Majestic 21 1,600,889 — (Increase) decrease in fair market value of equity investments ( 101,543 ) 129,017 Stock-based compensation 82,179 56,626 Decrease (increase) in: Accounts receivable - trade 784,588 300,075 Inventories 312,681 127,829 Prepaid expenses and other current assets 44,138 448,989 Interest receivable ( 261,300 ) ( 95,399 ) (Decrease) increase in: Accounts payable 229,960 114,845 Accrued compensation ( 91,385 ) 103,268 Accrued expenses and other current liabilities ( 589,492 ) ( 68,644 ) Income taxes payable 34,927 766,086 Customer deposits ( 2,733,836 ) ( 1,440,267 ) Net cash provided by operating activities 3,688,765 6,305,654 Cash flows from investing activities: Purchase of property, plant and equipment ( 143,576 ) ( 399,668 ) Purchase of certificates of deposit ( 5,304,000 ) ( 4,360,000 ) Purchase of property held for resale — ( 26,590 ) Proceeds from certificates of deposit 3,392,000 486,000 Collections on interest receivable 138,398 11,932 Collections on mortgage notes receivable 173 277 Collections on equipment and other notes receivable — 11,418 Increase in cash surrender value of life insurance ( 88,050 ) ( 88,050 ) Net cash used in investing activities ( 2,005,055 ) ( 4,364,681 ) Cash flows from financing activities: Payment of cash dividend ( 4,903,243 ) ( 3,370,912 ) Purchase of treasury stock — ( 56,241 ) Net cash used in financing activities ( 4,903,243 ) ( 3,427,153 ) Decrease in cash and cash equivalents ( 3,219,533 ) ( 1,486,180 ) Cash and cash equivalents at beginning of period 13,879,358 16,653,449 Cash and cash equivalents at end of period $ 10,659,825 $ 15,167,269 Supplemental disclosure of cash flows information: Income taxes paid $ 1,470,000 $ 1,325,000 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents Nobility Homes, Inc. Notes to Condensed Co nsolidated Financial Statements (Unaudited) Note 1 Basis of Presentation and Accounting Policies The accompanying unaudited condensed consolidated financial statements for the three and six months ended May 4, 2024 and May 6, 2023 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 six months ended May 4, 2024, 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 4, 2023. Note 2 Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016 - 13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. This standard was effective for the Company as of November 5, 2023. There was no impact on our financial statements at adoption. Note 3 Inventories New home inventory is carried at a 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 the 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. 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 21st Mortgage Corporation. The Company acquired this inventory at the amount of the uncollected balance of the financing at the time of the repossessions by 21st Mortgage Corporation. The Company records this inventory at a cost determined by the specific identification method. All of the refurbishment costs are paid by 21st Mortgage Corporation. This arrangement assists 21st 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 21st 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 commission, from the sales proceeds. Any additional proceeds are paid to 21st Mortgage. Any shortfall from the proceeds to cover these amounts is paid by 21st Mortgage to the Company. As the Company has no risk of loss on the sale, there is no valuation allowance necessary for Repossessions Inventory. Inventory held at consignment locations by affiliated entities is included in the Company’s inventory on the Company’s condensed consolidated balance sheets. 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 net realizable value. Other inventory costs are determined on a first-in, first-out basis. 7 Table of Contents A breakdown of the elements of inventory at May 4, 2024 and November 4, 2023 is as follows: May 4, November 4, 2024 2023 (Unaudited) Raw materials $ 1,278,423 $ 1,203,672 Work-in-process 145,192 146,969 Finished homes - Nobility 11,479,869 10,144,045 Finished homes - Other 7,114,073 8,817,086 Pre-owned homes 873,113 947,457 Model home furniture 314,747 258,869 Inventories $ 21,205,417 $ 21,518,098 Note 4 Short-term Investments The following is a summary of short-term investments (available for sale): May 4, 2024 (Unaudited) Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Equity securities in a public company $ 167,930 $ 461,512 $ — $ 629,442 November 4, 2023 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Equity securities in a public company $ 167,930 $ 359,969 $ — $ 527,899 The fair values were estimated based on quoted market prices in active markets at each respective period end. Note 5 Fair Value of Financial Instruments The carrying amount of cash and cash equivalents, accounts and notes receivable, accounts payable, customer deposits and accrued expenses approximate 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 observable 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. 8 Table of Contents The following tables represent the Company’s financial assets and liabilities which are carried at fair value. May 4, 2024 (Unaudited) Level 1 Level 2 Level 3 Equity securities in a public company $ 629,442 $ — $ — November 4, 2023 Level 1 Level 2 Level 3 Equity securities in a public company $ 527,899 $ — $ — Note 6 Net Income per Share These condensed consolidated 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, which are the result of outstanding stock options. Note 7 Revenues by Products and Services The Company operates in one business segment, which is manufactured housing and ancillary services. Revenues by net sales from manufactured housing homes and insurance agent commissions are as follows: (Unaudited) (Unaudited) Three Months Ended Six Months Ended May 4, May 6, May 4, May 6, 2024 2023 2024 2023 Manufactured housing Homes sold through Company owned sales centers $ 10,475,686 $ 15,560,679 $ 23,108,819 $ 30,839,888 Homes sold to independent dealers and through manufactured home parks, net 958,396 1,125,730 3,015,977 2,935,665 11,434,082 16,686,409 26,124,796 33,775,553 Insurance agent commissions 93,896 93,188 171,180 168,797 Total net sales $ 11,527,978 $ 16,779,597 $ 26,295,976 $ 33,944,350 9 Table of Contents Item 2. Management’s Discussion and Analysis of Fin ancial Condition and Results of Operations Results of Operations Total net sales in the second quarter of 2024 were $11,527,978 compared to $16,779,597 in the second quarter of 2023. Total net sales for the first six months of 2024 were $26,295,976 compared to $33,944,350 for the first six months of 2023. Net sales decreased in the first half of 2024 as compared to last year because of the decrease in the number of homes retail sold and manufactured and we are building and selling smaller priced homes due to the higher interest rates on mortgages. There are still delays in the receipt of certain key production materials from suppliers, back orders, price increases and labor shortages. These issues continue to cause delays in the completion of the homes at the Company's manufacturing facility and the set-up process of retail homes in the field and our inability to timely deliver and set up homes to customers has negatively impacted sales and earnings. We expect that these challenges will continue throughout the second half of fiscal year 2024. The Company also continues to experience inflation in some building products resulting in increases to our material and labor costs which may increase the wholesale and retail selling prices of our homes. Additionally, we believe that potential customers have delayed or deferred purchasing decisions when considering the interest rate environment. The current demand for affordable manufactured housing in Florida and the U.S. is slowing because of the interest rate environment and increased costs associated with mortgages. According to the Florida Manufactured Housing Association, shipments for the industry in Florida for the period from November 2023 through April 2024 declined by approximately 9% from the same period last year. The following table summarizes certain key sales statistics and percentage of gross profit. (Unaudited) (Unaudited) Three Months Ended Six Months Ended May 4, May 6, May 4, May 6, 2024 2023 2024 2023 New homes sold through Company owned sales centers 73 103 153 208 Pre-owned homes sold through Company owned sales centers 0 2 3 4 Homes sold to independent dealers 19 27 63 63 Total new factory built homes produced 107 136 206 253 Average new manufactured home price - retail $ 143,503 $ 149,797 $ 149,260 $ 146,987 Average new manufactured home price - wholesale $ 68,172 $ 75,676 $ 68,120 $ 75,525 As a percent of net sales: Gross profit from the Company owned retail sales centers 24 % 23 % 23 % 23 % Gross profit from the manufacturing facilities -including intercompany sales 20 % 22 % 22 % 24 % Maintaining our strong financial position is vital for future growth and success. 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, 2024, the Company celebrated its 57 th anniversary in business specializing in the design and production of quality, affordable manufactured homes. With multiple retail sales centers in Florida for over 34 years and an insurance agency subsidiary, we are the only vertically integrated manufactured home company headquartered in Florida. Insurance agent commission revenues in the second quarter of 2024 were $93,896 compared to $93,188 in the second quarter of 2023. Total insurance agent commission revenues for the first six months of 2024 were $171,180 compared to $168,797 for the first six months of 2023. Revenues are generated by new and renewal policies being written 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 May 4, 2024 and November 4, 2023. Gross profit as a percentage of net sales was 36% in the second quarter of 2024 compared to 35% for the second quarter of 2023 and was 34% for the first six months of 2024 compared to 35% for the first six months of 2023. The gross profit in the second quarter of 2024 was $4,168,394 compared to $5,953,311 in the second quarter of 2023 and was $8,902,740 for the first six months of 2024 compared to $11,824,907 for the first six months of 2023. The gross profit is dependent on the sales mix of wholesale and retail homes 10 Table of Contents and number of pre-owned homes sold. Higher inflation costs of building products and labor cost on each home and the decrease in the number of homes manufactured and sold at our retail sales centers has negatively impacted our gross profit. Selling, general and administrative expenses as a percent of net sales was 17% in the second quarter of 2024 compared to 13% for the second quarter of 2023 and was 15% for the first six months of 2024 compared to 13% for the first six months of 2023. Selling, general and administrative expenses in the second quarter of 2024 was $1,911,380 compared to $2,215,198 in the second quarter of 2023 and was $3,943,710 for the first six months of 2024 compared to $4,250,675 for the first six months of 2023. Selling, general and administrative expenses as a percent of net sales increased due to the decrease in sales at the manufacturing plant and retail sales centers and the fixed costs associated with many of the expenses. We earned interest income of $219,861 for the second quarter of 2024 compared to $169,982 for the second quarter of 2023. For the first six months of 2024, interest income was $517,860 compared to $310,015 in the first six months of 2023. The increase in interest income for the three and six months of 2024 is primarily due to the higher interest rates and an increase in the monies invested. Our earnings from Majestic 21 in the second quarter of 2024 were $20,535 compared to $25,622, for the second quarter of 2023. The earnings for the first six months of 2024 were $42,709 compared to $48,448 for the first six months of 2023. 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. The Company received a one-time distribution of approximately $1.6 million in first quarter of 2024, representing our 50% of the excess capital in the portfolio. The earnings from the Majestic 21 loan portfolio vary quarter to quarter, but overall, the earnings will decrease due to the amortization, maturity and payoff of the loans. We received distributions from 21 st Mortgage Corporation in the second quarter of 2024 of $99,816 compared to $94,165 in the second quarter of 2023 and $99,816 for the first six months of 2024 compared to $94,165 for the first six months of 2023. The distributions are from an escrow arrangement related to a Finance Revenue Sharing Agreement (FRSA) between 21 st Mortgage Corporation and the Company. The distributions from the escrow arrangement, relating to certain loans financed by 21 st Mortgage Corporation, are recorded as income by the Company when received. The earnings from the FRSA loan portfolio will vary quarter to quarter, but will continue to decrease due to the amortization and payoff of the loans. The Company realized pre-tax income in the second quarter of 2024 of $2,722,557 as compared to $3,935,397 in the second quarter of 2023. The pre-tax income for the first six months of 2024 was $5,846,086 as compared to $7,924,205 in the first six months of 2023. The Company recorded an income tax expense in the amount of $696,598 in the second quarter of 2024 as compared to $1,076,548 in second quarter 2023. Income tax expense for the six months of 2024 was $1,481,690 compared to $2,008,389 for the six months of 2023. We reported net income of $2,025,959 for the second quarter of 2024 or $0.62 per share, compared to $2,858,849 or $0.85 per share, for the second quarter of 2023. For the first six months of 2024 net income was $4,364,396 or $1.34 per share (diluted $1.33) compared to $5,915,816 or $1.76 per share ($1.75 diluted), in the first six months of 2023. Liquidity and Capital Resources Cash and cash equivalents were $10,659,825 at May 4, 2024 compared to $13,879,358 at November 4, 2023. Certificates of deposit were $12,239,189 at May 4, 2024 compared to $10,204,287 at November 4, 2023. Short-term investments were $629,442 at May 4, 2024 compared to $527,899 at November 4, 2023. Working capital was $38,671,500 at May 4, 2024 as compared to $37,871,552 at November 4, 2023. A cash dividend was paid from our cash reserves in April 2024 in the amount of $1.50 per share ($4,903,243). The Company received a one-time distribution of approximately $1.6 million in first quarter of 2024, from 21 st Mortgage Corporation, representing our 50% of the excess capital in the portfolio. Prestige new home inventory was $18.6 million at May 4, 2024 compared to $19 million at November 4, 2023. Prestige has seventy six (76) ($6.0 million) new homes that are included in inventory and are in the field waiting to be completed and closed. We own the entire inventory for our Prestige retail sales centers, which includes new and pre-owned homes, and do not incur any third-party floor plan financing expenses. The Company currently has no line of credit facility and no debt and does not believe that such a facility is currently necessary to its operations. The Company also has approximately $4.4 million of cash surrender value of life insurance which can be accessed as an additional source of liquidity though the Company has not currently viewed this to be necessary. As of May 4, 2024, the Company continued to report a strong balance sheet which included total assets of approximately $62 million which was funded primarily by stockholders’ equity of approximately $52 million. Critical Accounting Policies and Estimates 11 Table of Contents 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. 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 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 competitive pricing pressures at both the wholesale and retail levels, inflation, increasing material costs (including forest based products) or availability of materials due to supply chain interruptions (such as current inflation with forest products and supply issues with insulation, shingles, vinyl siding and PVC piping), changes in market demand, increase 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 attacks, or other events such as a pandemic, any armed conflict involving the United States and the impact of inflation. 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 May 4, 2024. Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the second quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. 12 Table of Contents Part II. OTHER INFORMATI ON AND SIGNATURES There were no reportable events for Item 1, 3 and 4. Item 2. Unregistered Sales of Equity Sec urities and Use of Proceeds. In December 2023, the Company’s Board of Directors authorized the Company to repurchase up to 200,000 shares of the Company’s common stock during fiscal year 2024 on the open market. The Company did not purchase any shares of its common stock during the second quarter ended May 4, 2024. Item 5. Other Information During the three months ended May 4, 2024, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K. Item 6. Exhib its 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 104. Cover Page Interactive Date File (formatted as inline XBRL and contained in Exhibit 101. 13 Table of Contents 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: July 3, 2024 By: /s/ Terry E. Trexler Terry E. Trexler, Chairman, President and Chief Executive Officer DATE: July 3, 2024 By: /s/ Thomas W. Trexler Thomas W. Trexler, Executive Vice President, and Chief Financial Officer DATE: July 3, 2024 By: /s/ Lynn J. Cramer, Jr. Lynn J. Cramer, Jr., Treasurer and Principal Accounting Officer 14