FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2004Commission File No. 1-4714
SKYLINE CORPORATION
Securities registered pursuant to section 12 (b) of the Act:
Securities registered pursuant to section 12 (g) of the Act:
Title of Class
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 [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.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of registrant (6,818,780 shares) based on the closing price on the New York Stock Exchange on July 14, 2004 was $253,454,053.
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DOCUMENTS INCORPORATED BY REFERENCE:
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FORM 10-KCROSS-REFERENCE INDEX
Certain information required to be included in this Form 10-K is also included in the registrant’s Proxy Statement used in connection with its 2004 Annual Meeting of Shareholders to be held on September 30, 2004 (“2004 Proxy Statement”). The following cross-reference index shows the page locations in the 2004 Proxy Statement of that information which is incorporated by reference into this Form 10-K and the page location in this Form 10-K of that information not incorporated by reference. All other sections of the 2004 Proxy Statement are not required in this Form 10-K and should not be considered a part hereof.
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FORM 10-KCROSS-REFERENCE INDEX(Continued)
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PART I
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PART II
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Overview
The Corporation sells manufactured housing and towable recreational vehicle products to independent dealers located throughout the United States. To better serve the needs of its dealers, the Corporation has twenty-two manufacturing facilities in eleven states. Manufactured housing and recreational vehicles are sold to dealers either through floor plan financing with various financial institutions or on a cash basis.
Sales in both business segments are affected by the strength of the U.S. economy, interest rate levels, consumer confidence and the availability of wholesale and retail financing. The manufactured housing segment is currently affected by an industry recession. This recession, caused primarily by restrictive retail financing, economic uncertainty and global tensions, is resulting in industry sales to be the lowest in decades. In the recreational vehicle segment, the Corporation sells travel trailers, fifth wheels and park models. Industry sales of travel trailers and fifth wheels have seen steady growth in recent years.
Despite the recession in the manufactured housing industry, demand for multi-section homes is increasing. This product is often sold as part of a land-home package and is financed with a conventional mortgage. Multi-section homes have an appearance similar to site-built homes and are notably less expensive. During fiscal 2004, the Corporation capitalized on the increased demand for multi-section homes by expanding manufacturing capabilities. Twelve manufacturing housing facilities obtained approval to produce modular homes, which will extend existing product offerings.
The recreational vehicle segment is witnessing a shift in consumer demand for both metal-sided products and products with bonded fiberglass exteriors. The Corporation is positioning itself to take advantage of the expanding towable recreational vehicle segment in which it competes.
Results of Operations - Fiscal 2004 Compared to Fiscal 2003
Sales and Unit Shipments(Dollars in thousands)
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Results of Operations - Fiscal 2004 Compared to Fiscal 2003, continued
Manufactured housing unit sales continue to be affected by difficult market conditions, restrictive retail financing, economic uncertainty and increased global tensions. Average sales per unit increased due to a product mix shift toward multi-section homes, representing 80.2 percent of total unit sales in fiscal 2004 versus 76.6 percent in fiscal 2003.
Two factors caused the decline in recreational vehicle sales. Demand for towable metal-sided recreational vehicles shifted toward product with price points lower than those historically offered by the Corporation. This shift in demand began in the third quarter of fiscal year 2003. Sales were affected by a timing issue in introducing the new 2004 product line, which addressed this shift in demand. In addition, the market is dictating a higher priced bonded fiberglass exterior. The Corporation currently offers a limited number of models with similar exteriors. The following table shows the Corporation’s competitive position in the recreational vehicle product lines it sells relative to the recreational vehicle industry.
Cost of Sales(Dollars in thousands)
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The percentage increase in cost of sales for recreational vehicles is the result of a product mix shift toward lower margin models. Cost of sales for both segments was negatively affected in the fourth quarter of fiscal 2004 by an unprecedented increase in the cost of lumber, lumber-related materials and steel.
Selling and Administrative Expenses(Dollars in thousands)
Operating Earnings(Dollars in thousands)
Operating earnings for manufactured housing increased due to increased sales of higher margin multi-section homes. Operating earnings for recreational vehicles declined primarily due to an overall decrease in sales, and sales of lower margin products. General corporate expenses increased primarily due to a change in valuation of the Corporation’s liability for post-retirement benefits offered to certain employees.
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Interest Income(Dollars in thousands)
Interest income is directly related to the amount available for investment and the prevailing yields of U.S. Government Securities.
Results of Operations - Fiscal 2003 Compared to Fiscal 2002
Sales and Unit Shipments
(Dollars in thousands)
Manufactured housing sales were affected by difficult market conditions, restrictive retail financing, economic uncertainty and increased global tensions.
The increase in recreational vehicle sales was a reflection of an industry-wide improvement in market conditions for towable recreational vehicles. This trend began in early calendar year 2002. There was, however, a softening of demand in the Corporation’s fourth quarter of fiscal 2003. This softening was due to consumers purchasing metal-sided products with price points lower than those historically offered by the Corporation. Sales for that period totaled $31,762,000 versus $36,527,000 from the prior year.
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Results of Operations - Fiscal 2003 Compared to Fiscal 2002, continued
Cost of Sales
As a percentage of segment sales, manufactured housing cost of sales increased as a result of certain manufacturing expenses being fixed and semi-fixed during a period of declining sales.
Recreational vehicle cost of sales, as a percentage of segment sales, increased slightly due to a shift in model mix.
Selling and Administrative Expenses
The decrease was due to a reduction in expenses for group health insurance, legal services and bonuses for certain administrative employees.
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Earnings for manufactured housing declined due to the continuation of difficult market conditions noted above. Recreational vehicle operating earnings decreased due to increased cost of sales as noted above. General corporate expenses declined due to a reduction in bonuses paid to certain administrative employees.
Interest income is directly related to the amount available for investments and the prevailing yields of U.S. Government Securities.
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Liquidity and Capital Resources(Dollars in thousands)
The Corporation’s policy is to invest in U.S. Government Securities when cash exceeds immediate operating requirements. Cash and U.S. Treasury Bills declined primarily as a result of a $3,300,000 prepayment to a new carrier for workers compensation insurance. The payment consists of anticipated administrative expenses as well as an amount the carrier believes will be needed to fund worker compensation claims over the next twelve months. Current assets exclusive of cash and U.S. Treasury Bills increased due to this payment. In addition, accounts receivable increased $3,798,000 as a result of sales for May 2004 being greater than May 2003 sales.
Various factors contributed to the increase in current liabilities. Accounts payable increased $1,786,000 due to a greater amount of sales for May 2004 versus May 2003. Income taxes payable decreased $1,620,000 due to the timing of tax payments at May 31, 2004 versus May 31, 2003.
Other deferred liabilities increased $1,162,000 primarily as a result of a change in valuation of the Corporation’s liability for post-retirement benefits offered to certain employees.
Capital expenditures totaled $1,928,000 for fiscal 2004 compared to $1,523,000 in the previous year. Capital expenditures during this period were made primarily to replace or refurbish machinery, equipment and facilities in addition to improving manufacturing efficiencies.
The cash provided by operating activities, along with current cash and other short-term investments, is expected to be adequate to fund any capital expenditures and treasury stock purchases during the year. Historically, the Corporation’s financing needs have been met through funds generated internally.
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Contractual Obligations and Commitments
The following table summarizes the Corporation’s contractual obligation for operating lease agreements as of May 31, 2004 (dollars in thousands):
The following table summarizes the Corporation’s commitments for repurchase agreements as of May 31, 2004 (dollars in thousands):
Additional information regarding the nature of the repurchase agreements and the operating leases is in Note 2 to the Notes to the Consolidated Financial Statements. During fiscal 2004, the Corporation did not experience any losses on the sale of repurchased units, while incurring losses of $50,000 and $179,000 during fiscal years 2003 and 2002, respectively.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles requires the Corporation to make certain estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Estimates are periodically evaluated using historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates. The following accounting policies are considered to require significant estimates:
Product Warranties
As referenced in Note 1 of the Notes to Consolidated Financial Statements, manufactured homes are sold with a fifteen-month warranty and recreational vehicles are sold with a two-year warranty. Estimated warranty costs are accrued at the time of sale based upon sales, historical experience and management’s judgment regarding anticipated rates of warranty claims. Significant changes in these factors could have a material adverse impact on future results of operations.
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Critical Accounting Policies, continued
Workers’ Compensation Insurance
The Corporation is insured for expenses associated with workers’ compensation. Costs are accrued based on estimates of future medical claims provided by the carrier that insures the Corporation. Accruals are made up to a specified limit per individual injured and for an aggregate limit determined by the carrier.
Health Insurance
As referenced in Note 4 of the Notes to Consolidated Financial Statements, the Corporation utilizes insurance companies and a third party administrator in offering health insurance coverage to its employees. Costs of claims incurred but not paid are accrued based on past claims experience and relevant trend factors provided by the insurance companies and the third party administrator.
Other Matters
The provisions for federal income taxes in each year approximates the statutory rate and for state income taxes reflects current state rates effective for the period based upon activities within the taxable entities.
The consolidated financial statements included in this report reflect transactions in the dollar values in which they were incurred and, therefore, do not attempt to measure the impact of inflation. The Corporation believes that inflation has not had a material effect on its operations during fiscal years 2003 and 2002. During fourth quarter of fiscal year 2004, the Corporation experienced significant increases in the cost of lumber, lumber-related materials and steel. Although the Corporation was unable to recover all of the increases in that quarter, on a long-term basis it has demonstrated an ability to adjust selling prices in reaction to changing costs due to inflation.
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Forward Looking Information
Certain statements in this report are considered forward looking as indicated by the Private Securities Litigation Reform Act of 1995. These statements involve uncertainties that may cause actual results to materially differ from expectations as of the report date. These uncertainties include but are not limited to:
Index to Consolidated Financial Statements
All other schedules are omitted because they are not applicable or the required information is show in the financial statements or notes thereto.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Skyline Corporation
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings and retained earnings, and of cash flows present fairly, in all material respects, the financial position of Skyline Corporation and its subsidiaries at May 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended May 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Chicago, IllinoisJune 17, 2004
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Skyline Corporation and Subsidiary Companies
Consolidated Balance SheetsMay 31, 2004 and 2003(Dollars in thousands)
The accompanying notes are a part of the consolidated financial statements.
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Consolidated Statements of Earnings and Retained EarningsFor the Years Ended May 31, 2004, 2003 and 2002(Dollars in thousands, except per share data)
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Consolidated Statements of Cash FlowsFor the Years Ended May 31, 2004, 2003 and 2002Increase (Decrease) in Cash(Dollars in thousands)
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Consolidated Statements of Cash Flows, continuedFor the Years Ended May 31, 2004, 2003 and 2002Increase (Decrease) in Cash(Dollars in thousands)
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Notes to Consolidated Financial Statements
NOTE 1 Nature of Operations and Accounting Policies
Nature of operations—Skyline Corporation designs, manufactures and sells at wholesale both a broad line of single and multi-section manufactured homes and a large selection of towable recreational vehicle models. Both product lines are sold through numerous independent dealers throughout the United States who often utilize floor plan financing arrangements with lending institutions.
The following is a summary of the accounting policies that have a significant effect on the consolidated financial statements.
Basis of presentation—The consolidated financial statements include the accounts of Skyline Corporation and all of its subsidiaries (the “Corporation”), each of which is wholly-owned. All intercompany transactions have been eliminated. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue recognition—Substantially all of the Corporation’s products are made to order. Revenue is recognized upon shipment.
Freight billed to customers is considered sales revenue, and the related freight costs are cost of sales. Volume based rebates paid to dealers are classified as a reduction of sales revenue.
Consolidated statements of cash flows—For purposes of the statements of cash flows, investments in U. S. Treasury Bills are included as investing activities. The Corporation’s cash flows from operating activities were reduced by income taxes paid of $5,884,000, $4,079,000 and $8,870,000 in 2004, 2003 and 2002, respectively.
Inventory—Inventories are stated at cost, determined under the first-in, first-out method, which is not in excess of market. Physical inventory counts are taken at the end of each reporting quarter.
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NOTE 1 Nature of Operations and Accounting Policies, continued
Total inventories for the periods presented consisted of (dollars in thousands):
Property, plant and equipment—Property, plant and equipment is stated at cost. Depreciation is computed over the estimated useful lives of the assets using the straight-line method for financial statement reporting and accelerated methods for income tax purposes. Estimated useful lives for significant classes of property, plant and equipment are as follows: Building and improvements 10 to 30 years; Machinery and equipment 5 to 15 years.
Investments—The Corporation invests in United States Government Securities. These securities are typically held until maturity or reasonable proximity to maturity and are therefore classified as held-to-maturity and carried at amortized cost.
The carrying value of U.S. Treasury Bills, which approximates their fair market value, totaled $141,611,000 and $145,721,000 at May 31, 2004 and 2003, respectively. These securities mature within one year. The Corporation does not have any other financial instruments which have market values differing from recorded values.
Warranty—The Corporation provides the retail purchaser of its manufactured homes with a fifteen-month warranty against defects in design, materials and workmanship. Recreational vehicles are covered by a two-year warranty. The warranties are backed by a corporate service department and an extensive field service system. Estimated warranty costs are accrued at the time of sale based upon current sales, historical experience and management’s judgment regarding anticipated rates of warranty claims. The adequacy of the recorded warranty liability is periodically assessed and the amount is adjusted as necessary.
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Note 1 Nature of Operations and Accounting Policies, continued
A reconciliation of accrued warranty and related expenses is as follows (dollars in thousands):
Income taxes—The difference between the Corporation’s statutory federal income tax rate and the effective income tax rate is due primarily to state income taxes as follows (dollars in thousands):
The Corporation’s deferred tax assets consist primarily of temporary differences in the basis of certain liabilities for financial statement and tax return purposes, and its deferred tax liabilities are due to the use of accelerated depreciation methods for tax purposes. The amounts of such deferred tax items are not significant individually or in the aggregate.
Recently issued accounting pronouncements—The Corporation has determined that the effects on the financial statements from any recently issued accounting standards are not applicable.
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NOTE 2 Commitments and Contingencies
The Corporation was contingently liable at May 31, 2004, under repurchase agreements with certain financial institutions providing inventory financing for retailers of its products. Under these arrangements, which are customary in the manufactured housing and recreational vehicle industries, the Corporation agrees to repurchase homes and recreational vehicles in the event of default by the retailer at declining prices over the term of the agreement, generally 12 months. The maximum repurchase liability is the total amount that would be paid upon the default of the Corporation’s independent dealers. The maximum potential repurchase liability, without reduction for the resale value of the repurchase units, was approximately $100 million at May 31, 2004 and 2003. The risk of loss under these agreements is spread over many retailers and financial institutions. The loss, if any, under these agreements is the difference between the repurchase cost and the resale value of the units. The allowance for doubtful accounts includes a reserve for potential net losses on repurchased units. The amounts of obligations from repurchased units and incurred net losses for the periods presented are as follows (dollars in thousands):
The Corporation leases office and manufacturing equipment under operating lease agreements. Leases generally provide that the Corporation pays the cost of insurance, taxes and maintenance. Lease expense for fiscal year ended May 31, 2004 was approximately $1,100,000, while lease expense for each of the fiscal years ended May 31, 2003 and 2002 was approximately $1,200,000. Future minimum lease commitments under operating leases are as follows (dollars in thousands):
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NOTE 2 Contingencies, continued
The Corporation is a party to various pending legal proceedings in the normal course of business. Management believes that any losses resulting from such proceedings would not have a material adverse effect on the Corporation’s results of operations or financial position.
NOTE 3 Purchase of Treasury Stock
The Corporation’s board of directors from time to time has authorized the repurchase of shares of the Corporation’s common stock, in the open market or through negotiated transactions, at such times and at such prices as management may decide.
In fiscal 2004, 2003 and 2002, the Corporation did not acquire any shares of its common stock.
The effect of the aggregate repurchases on basic earnings per share was $.18 per share in 2004, $.19 per share in 2003 and $.37 per share in 2002. At May 31, 2004, the Corporation had authorization to repurchase an additional 391,300 shares of its common stock.
NOTE 4 Employee Benefits
A) HEALTH INSURANCE
The Corporation offers health insurance to eligible employees and dependents. This benefit is administered by utilizing a combination of insurance companies and a third party administrator. These parties provide individual reinsurance coverage limiting the Corporation’s liability for any catastrophic claims. Claims incurred but not reported are accrued based on estimates that incorporate the Corporation’s past experience and other considerations such as the nature of each claim and other relevant trend factors provided by the insurance companies and the third party administrator. Expenses associated with the health insurance benefit were $3,860,000, $3,737,000 and $ 4,685,000 for fiscal years ended May 31, 2004, 2003 and 2002, respectively.
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NOTE 4 Employee Benefits, continued
B) PROFIT SHARING AND 401(K) PLANS
The Corporation has two deferred profit sharing plans (“Plans”), which together cover substantially all of its employees. The Plans are defined contribution plans to which the Corporation has the right to modify, suspend or discontinue contributions. Assets of the Plans are invested in United States Government Securities. For the years ended May 31, 2004, 2003 and 2002, contributions to the Plans were $2,447,000, $2,356,000 and $2,413,000, respectively.
The Corporation has an employee savings plan (the “401(k) Plan”) that is intended to provide participating employees with an additional method of saving for retirement. The 401(k) Plan covers all employees who meet certain minimum participation requirements. The Corporation does not currently provide a matching contribution to the 401(k) Plan.
C) RETIREMENT AND DEATH BENEFIT PLANS
The Corporation has entered into arrangements with certain employees which provide for benefits to be paid to the employees’ estates in the event of death during active employment or retirement benefits to be paid over 10 years beginning at the date of retirement. To fund all such arrangements, the Corporation purchased life insurance or annuity contracts on the covered employees. The present value of the principal cost of such arrangements is being accrued over the period from the date of such arrangements to full eligibility using a discount rate of 6.5 percent in fiscal 2004, 6.0 percent in fiscal 2003 and 7.0 percent in fiscal 2002. The amount accrued for such arrangements totaled $5,742,000 and $4,580,000 at May 31, 2004 and 2003, respectively. The amount charged to operations under these arrangements was $1,145,000 in fiscal year 2004, $252,000 in fiscal 2003 and $352,000 in fiscal year 2002.
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NOTE 5 Industry Segment Information(Dollars in thousands)
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NOTE 5 Industry Segment Information
Operating earnings represent earnings before interest income and provision for income taxes with non-traceable operating expenses being allocated to industry segments based on percentages of sales.
Identifiable assets, depreciation and capital expenditures, by industry segment, are those items that are used in operations in each industry segment, with jointly used items being allocated based on a percentage of sales.
Financial Summary by QuarterUnaudited(Dollars in thousands, except per share data)
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PART III
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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.
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.
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