SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)of the Securities Exchange Act of 1934
For the Quarter Ended August 31, 2003Commission File No. 1-4714
SKYLINE CORPORATION(Exact name of registrant as specified in its charter)
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
Securities registered pursuant to Section 12 (b) of the Act:
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
TABLE OF CONTENTS
SKYLINE CORPORATION
Form 10-Q Quarterly ReportINDEX
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Part I.
Item 1. Financial StatementsSkyline Corporation and Subsidiary Companies
Consolidated Balance SheetsDollars in thousands
The accompanying notes are a part of the consolidated financial statements.
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Skyline Corporation and Subsidiary Companies
Consolidated Balance SheetsDollars in thousands except per share data
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Consolidated Statements of Earnings and Retained EarningsFor the three-month periods ended August 31, 2003 and 2002(Unaudited)Dollars in thousands except per share data
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Consolidated Statements of Cash FlowsFor the three-month periods ended August 31, 2003 and 2002Increase (Decrease) in Cash(Unaudited)Dollars in thousands
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Consolidated Statements of Cash Flows, continuedFor the three-months periods ended August 31, 2003 and 2002Increase (Decrease) in Cash(Unaudited)Dollars in thousands
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Notes to the Consolidated Financial StatementsFor the three-month period ended August 31, 2003(Unaudited)
NOTE 1 Nature of Operations and Accounting Policies
The accompanying unaudited interim consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position as of August 31, 2003, in addition to the consolidated results of operations and consolidated cash flows for three-month periods ended August 31, 2003 and 2002.
The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures normally accompanying the annual consolidated financial statements have been omitted. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s latest annual report on Form 10-K.
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. Total inventories for the periods presented consisted of (dollars in thousands):
The Corporation provides the retail purchaser of its manufactured homes with a one-year warranty against defects in design, materials and workmanship. Recreational vehicles are covered by a two-year warranty.
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Notes to the Consolidated Financial Statements (continued)For the three-month period ended August 31, 2003(Unaudited)
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. A reconciliation of accrued warranty and related expenses is as follows (dollars in thousands):
The Corporation was contingently liable at August 31, 2003 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 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 all the Corporation’s independent dealers. The maximum potential repurchase liability, without reduction for the resale value of the repurchased units, was approximately $95 million at August 31, 2003 and $100 million at May 31, 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. There were no repurchases in the three-month periods ending August 31, 2003 and 2002.
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During fiscal 2002 the Financial Accounting Standards Board, (FASB), enacted FAS No. 143, “Accounting for Obligations Associated with the Retirement of Long-Lived Assets.” This statement provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. The Corporation adopted FAS No. 143 during the first quarter of fiscal year 2004 with no material impact on the consolidated financial statements.
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.
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NOTE 2 Industry Segment InformationDollars in thousands
Operating earnings represent earnings before interest income, gain (loss) on sale of property, plant and equipment and provision for income taxes with non-traceable operating expenses being allocated to industry segments based on percentages of sales.
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Report of Independent Accountants
To The Board of Directors and Shareholders of Skyline Corporation:
We have reviewed the accompanying consolidated balance sheet of Skyline Corporation and its subsidiaries as of August 31, 2003, and the related consolidated statements of earnings and retained earnings for each of the three-month periods ended August 31, 2003 and 2002 and the consolidated statements of cash flows for the three-month periods ended August 31, 2003 and 2002. These financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We previously audited in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of May 31, 2003, and the related consolidated statements of earnings and retained earnings, and of cash flows for the year then ended (not presented herein), and in our report dated June 17, 2003 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of May 31, 2003, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
PricewaterhouseCoopers LLPChicago, IllinoisSeptember 17, 2003
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Skyline Corporation and Subsidiary CompaniesManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Current Quarter Compared to the Same Quarter Last Year
Sales in the quarter ended August 31, 2003 were $109,679,000, a decrease of $6,813,000 from $116,492,000 in the comparable quarter of the prior year. Manufactured housing sales for the first quarter totaled $78,547,000 compared to $81,107,000 at August 31, 2002. Manufactured housing unit sales decreased from 2,261 to 2,010. First quarter recreational vehicle sales decreased from $35,385,000 in fiscal 2003 to $31,132,000 in fiscal 2004. Recreational vehicle unit sales for the quarter decreased from 2,530 to 2,144. Manufacturing housing sales continue to be affected by difficult market conditions, restrictive retail financing, economic uncertainty and continuing global tensions. Recreational vehicle sales were affected by a timing issue in introducing the new 2004 product lines.
Cost of sales in the first quarter of fiscal 2004 was 86.1 percent of sales compared to 87.2 percent in fiscal 2003. The decrease is primarily attributable to a product mix shift toward multi-section homes, representing 39% of total unit sales and 81% of manufactured housing unit sales in fiscal 2004. In fiscal 2003, this product line amounted to 34% of total unit sales and 73% of manufactured housing unit sales. Gross margins for multi-section homes exceed those for single section homes and recreational vehicles.
Quarterly selling and administrative expenses as a percentage of sales increased from 10.7 percent in fiscal 2003 to 11.1 percent in 2004. The increase is due primarily to certain costs being fixed in a period of declining sales. Total selling and administrative expenses, however, decreased $300,000.
As a percentage of sales, first quarter operating earnings for manufactured housing was 4.6% in fiscal 2004 versus 4.1% percent in the prior year. The increase is due to a product mix shift towards multi-section homes noted above. Earnings for recreational vehicles were 1.5% for fiscal 2004 versus 0.4% in fiscal 2003. The increase is the result of new products introduced with higher gross margins, in addition to improved pricing for all models in this business segment.
Interest income amounted to $332,000 for the first quarter compared to prior year’s $592,000. Interest income is directly related to the amount available for investment and the prevailing yields of U.S. Government securities.
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Results of Operations for the Current Quarter Compared to the Same Quarter Last Year(continued)
Liquidity and Capital Resources
At August 31, 2003, cash and short-term investments in U. S. Treasury Bills totaled $149,527,000, a decrease of $4,930,000 from $154,457,000 at May 31, 2003. Current assets exclusive of cash and investments in U.S. Treasury Bills totaled $47,986,000 at August 31, 2003, an increase of $7,472,000 from the May 31, 2003 balance of $40,514,000. The increase is due primarily to a seasonal rise in accounts receivable ($6,117,000).
Current liabilities increased $1,584,000 from $36,176,000 at May 31, 2003 to $37,760,000 at August 31, 2003. Various factors contributed to the increase. Accrued marketing programs increased $2,911,000 due to the timing of payments for an ongoing marketing program. Trade accounts payable increased $1,351,000 due to the seasonality of the Corporation’s business. Accrued profit sharing decreased $1,634,000 due to the timing of a yearly contribution to the Corporation’s profit sharing plan.
Working capital at August 31, 2003 amounted to $159,753,000 compared to $158,795,000 at May 31, 2003. Capital expenditures totaled $444,000 during the first three months of fiscal 2004 compared to $519,000 in the previous year. Capital expenditures during this period were made primarily to replace or refurbish machinery and equipment and improve 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.
Other Matters
The provision 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. However, the Corporation believes that inflation has not had a material effect on its operations during the past three years. On a long-term basis, the Corporation has demonstrated an ability to adjust the selling prices of its products in reaction to changing costs due to inflation.
As referenced in Note 1 of the Notes to the Consolidated Financial Statements, the Corporation adopted FAS No. 143, “Accounting for Obligations Associated with the Retirement of Long-Lived Assets,” with no material impact on the consolidated financial statements.
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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:
Item 4. Controls and Procedures
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PART II
Item 1. Legal Proceedings
Information with respect to this Item for the period covered by this Form 10-Q has been previously reported in Item 3, entitled “Legal Proceedings” of the Form 10-K for the fiscal year ended May 31, 2003 heretofore filed by the registrant with the Commission.
Item 4. Submission of Matters to a Vote of Security Holders
On September 22, 2003, Skyline Corporation held its Annual Meeting of Shareholders at which the following matters were submitted to a vote of the security holders:
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Item 6. Exhibits and Reports on Form 8-K
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
A report on Form 8-K was filed on June 17, 2003. The purpose of the filing was to publicize the Corporation’s earnings for both the quarter and year ending May 31, 2003.
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.
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