Annual Statements Open main menu

Skyline Champion Corp - Quarter Report: 2009 August (Form 10-Q)

Form 10-Q
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2009
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 1-4714
SKYLINE CORPORATION
(Exact name of registrant as specified in its charter)
     
Indiana
(State or other jurisdiction of
incorporation or organization)
  35-1038277
(I.R.S. Employer
Identification No.)
     
P. O. Box 743, 2520 By-Pass Road
Elkhart, Indiana
 
46515
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:
(574) 294-6521
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. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ 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
October 9, 2009
     
Common Stock   8,391,244
 
 

 


 

FORM 10-Q
INDEX
         
    Page No.  
       
 
       
       
 
       
    1  
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    10  
 
       
    16  
 
       
    16  
 
       
       
 
       
    17  
 
       
    17  
 
       
    18  
 
       
    18  
 
       
    19  
 
       
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 


Table of Contents

PART I. Financial Information
Item 1. Financial Statements.
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
(Dollars in thousands)
                 
    August 31, 2009     May 31, 2009  
    (Unaudited)        
 
               
ASSETS
Current Assets:
               
Cash
  $ 9,094     $ 9,836  
U.S. Treasury Bills, at cost plus accrued interest
    79,987       84,950  
Accounts receivable
    5,887       6,443  
Inventories
    6,306       6,502  
Other current assets
    13,840       12,028  
 
           
 
               
Total Current Assets
    115,114       119,759  
 
           
 
               
Property, Plant and Equipment, at Cost:
               
Land
    5,297       5,297  
Buildings and improvements
    61,773       61,773  
Machinery and equipment
    28,071       27,915  
 
           
 
    95,141       94,985  
Less accumulated depreciation
    64,921       64,387  
 
           
 
               
Net Property, Plant and Equipment
    30,220       30,598  
 
           
 
               
Noncurrent Deferred Tax Assets
    12,171       11,851  
 
               
Other Assets
    5,459       5,911  
 
           
 
               
Total Assets
  $ 162,964     $ 168,119  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

 

1


Table of Contents

Item 1. Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
                 
    August 31, 2009     May 31, 2009  
    (Unaudited)        
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
               
Accounts payable, trade
  $ 1,669     $ 1,853  
Accrued salaries and wages
    3,525       3,132  
Accrued marketing programs
    2,140       1,383  
Accrued warranty and related expenses
    4,643       4,619  
Accrued workers’ compensation
    2,090       1,851  
Other accrued liabilities
    1,582       2,547  
 
           
 
               
Total Current Liabilities
    15,649       15,385  
 
           
 
               
Other Deferred Liabilities
    7,991       7,992  
 
           
 
               
Commitments and Contingencies — See Note 1
               
 
               
Shareholders’ Equity:
               
Common stock, $.0277 par value, 15,000,000 shares authorized; issued 11,217,144 shares
    312       312  
Additional paid-in capital
    4,928       4,928  
Retained earnings
    199,828       205,246  
Treasury stock, at cost, 2,825,900 shares
    (65,744 )     (65,744 )
 
           
Total Shareholders’ Equity
    139,324       144,742  
 
           
 
               
Total Liabilities and Shareholders’ Equity
  $ 162,964     $ 168,119  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

 

2


Table of Contents

Item 1. Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Operations and Retained Earnings
For the Three-Month Periods Ended August 31, 2009 and 2008
(Dollars in thousands, except share and per share amounts)
                 
    2009     2008  
    (Unaudited)  
OPERATIONS
               
Sales
  $ 35,874     $ 62,597  
Cost of sales
    35,597       60,394  
 
           
 
Gross profit
    277       2,203  
Selling and administrative expenses
    6,838       9,064  
Income from life insurance proceeds
    412        
 
           
Operating loss
    (6,149 )     (6,861 )
Interest income
    36       390  
 
           
Loss before income taxes
    (6,113 )     (6,471 )
Benefit for income taxes:
               
Federal
    (2,023 )     (2,179 )
State
    (183 )     (146 )
 
           
 
    (2,206 )     (2,325 )
 
           
Net loss
  $ (3,907 )   $ (4,146 )
 
           
Basic loss per share
  $ (.47 )   $ (.49 )
 
           
Cash dividends
  $ .18     $ .18  
 
           
Weighted average number of common shares outstanding
    8,391,244       8,391,244  
 
           
 
               
RETAINED EARNINGS
               
Balance at beginning of period
  $ 205,246     $ 226,722  
Net loss
    (3,907 )     (4,146 )
Cash dividends paid
    (1,511 )     (1,511 )
 
           
Balance at end of period
  $ 199,828     $ 221,065  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

 

3


Table of Contents

Item 1. Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Three-Month Periods Ended August 31, 2009 and 2008
(Dollars in thousands)
                 
    2009     2008  
    (Unaudited)  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net loss
  $ (3,907 )   $ (4,146 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
    534       705  
Change in assets and liabilities:
               
Accrued interest receivable
    1       (154 )
Accounts receivable
    556       2,544  
Inventories
    196       467  
Other current assets
    (1,812 )     (2,275 )
Accounts payable, trade
    (184 )     (258 )
Accrued liabilities
    448       (466 )
Other, net
    (319 )     (243 )
 
           
Net cash used in operating activities
    (4,487 )     (3,826 )
 
           
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from principal payments of U.S. Treasury
               
Bills
  $ 64,947     $ 61,249  
Purchase of U.S. Treasury Bills
    (59,985 )     (56,123 )
Purchase of property, plant and equipment
    (154 )     (239 )
Other, net
    448       (30 )
 
           
Net cash provided by investing activities
    5,256       4,857  
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Cash dividends paid
    (1,511 )     (1,511 )
 
           
Net cash used in financing activities
    (1,511 )     (1,511 )
 
           
 
               
Net decrease in cash
    (742 )     (480 )
Cash at beginning of period
    9,836       10,557  
 
           
Cash at end of period
  $ 9,094     $ 10,077  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

 

4


Table of Contents

Item 1.   Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements (Unaudited)
NOTE 1 Nature of Operations, Accounting Policies of Consolidated Financial Statements
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, 2009, in addition to the consolidated results of operations and consolidated cash flows for the three-month periods ended August 31, 2009 and 2008. Due to the seasonal nature of the Corporation’s business, interim results are not necessarily indicative of results for the entire year.
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 audited consolidated balance sheet as of May 31, 2009 and the unaudited 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.
The Corporation invests in U.S. Government Securities, which are typically held until maturity and are therefore classified as held-to-maturity. The securities are carried at amortized cost, which approximates fair value. The fair market value is determined by a secondary market for U.S. Government Securities.
Inventories are stated at the lower of cost or market. Cost is determined under the first-in, first-out method. Physical inventory counts are taken at the end of each reporting quarter.
Total inventories consist of the following:
                 
    August 31, 2009     May 31, 2009  
    (Dollars in thousands)  
 
               
Raw Materials
  $ 3,704     $ 3,886  
 
               
Work In Process
    2,550       2,616  
 
               
Finished Goods
    52        
 
           
 
  $ 6,306     $ 6,502  
 
           
The Corporation accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes”. Under SFAS No. 109, net deferred tax asset and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted tax rates.

 

5


Table of Contents

Item 1.   Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
NOTE 1 Nature of Operations, Accounting Policies of Consolidated Financial Statements (Continued)
The Corporation believes that it is more likely than not that the current and long-term net deferred tax asset will reduce future income tax payments. The Corporation has considered its future operating environment and tax planning strategies in making its assessment. There are significant assumptions inherent in the Corporation’s assessment of its net deferred tax asset. Changes in these assumptions would impact the estimated amount of net deferred tax asset. Should the Corporation determine that it is more likely than not unable to realize all or part of the net deferred tax asset in the future, a valuation allowance, necessary to reduce the net deferred tax asset to the amount that is more likely than not to be realized, would reduce net income in the period such determination was made.
The Corporation provides the retail purchaser of its manufactured homes with a full fifteen-month warranty against defects in design, materials and workmanship. Recreational vehicles are covered by a one-year warranty. The warranties are backed by service departments located at the Corporation’s manufacturing facilities 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:
                 
    Three-Months Ended  
    August 31,  
    2009     2008  
    (Dollars in thousands)  
 
               
Balance at the beginning of the period
  $ 7,019     $ 9,037  
Accruals for warranties
    1,613       2,040  
Settlements made during the period
    (1,589 )     (2,382 )
 
           
Balance at the end of the period
    7,043       8,695  
 
               
Non-current balance included in other deferred liabilities
    2,400       2,900  
 
           
 
               
Accrued warranty and related expenses
  $ 4,643     $ 5,795  
 
           
The Corporation was contingently liable at August 31, 2009 under purchase 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 units in the event of default by the retailer at declining prices over the term of the agreement, generally 12 months.

 

6


Table of Contents

Item 1. Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
NOTE 1 Nature of Operations, Accounting Policies of Consolidated Financial Statements (Continued)
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 repurchased units, was approximately $28 million at August 31, 2009 and approximately $36 million at May 31, 2009.
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 Corporation believes that any potential loss under the agreements in effect at August 31, 2009 will not be material to its financial position or results of operations.
The amounts of obligations from repurchased units and incurred net losses for the periods presented are as follows:
                 
    Three-Months Ended  
    August 31,  
    2009     2008  
    (Dollars in thousands)  
 
               
Number of units repurchased
    2       13  
 
               
Obligations from units repurchased
  $ 134     $ 309  
 
               
Net loss on repurchased units
  $     $ 5  
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.
In May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 165, Subsequent Events” (SFAS No.165). SFAS No. 165 establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, and is effective for interim and annual periods ending after June 15, 2009. The Corporation adopted SFAS No. 165 with no material impact to its financial position or results of operations.

 

7


Table of Contents

Item 1. Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
NOTE 1 Nature of Operations, Accounting Policies of Consolidated Financial Statements (Continued)
In July 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Codification and the Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 168). SFAS No. 168 establishes the FASB Accounting Standards Codification (Codification) as the single source of authoritative U.S. generally accepted accounting principles (U.S. GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS No. 168 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. When effective, the Codification will supersede all existing non-SEC accounting and reporting standards. SFAS No. 168 is not expected to have a material impact to the Corporation’s financial position or results of operations.
Subsequent to August 31, 2009, the Corporation announced to its employees that the manufactured housing facility in Halstead, Kansas would be consolidated into the operations of another manufactured housing facility in Arkansas City, Kansas. The consolidation is expected to be completed by November 30, 2009, and to result in charges not to exceed $200,000. The Corporation evaluated subsequent events through October 9, 2009.
Certain prior period amounts have been reclassified to conform to current period presentation.

 

8


Table of Contents

Item 1. Financial Statements — (Continued).
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
NOTE 2 Industry Segment Information
The Corporation designs, produces and distributes manufactured housing (single-section homes, multi-section homes and modular homes) and towable recreational vehicles (travel trailers, fifth wheels and park models). The percentage allocation of manufactured housing and recreational vehicle sales is:
                 
    Three-Months Ended  
    August 31,  
    2009     2008  
 
Manufactured housing
    72 %     72 %
Recreational vehicles
    28 %     28 %
 
           
 
    100 %     100 %
 
           
Total operating loss represents losses before interest income and benefit for income taxes with non-traceable operating expenses being allocated to industry segments based on percentages of sales. General corporate expenses are not allocated to the industry segments.
                 
    Three-Months Ended  
    August 31,  
    2009     2008  
    (Dollars in thousands)  
 
               
SALES
               
Manufactured housing
  $ 25,782     $ 45,258  
Recreational vehicles
    10,092       17,339  
 
           
Total sales
  $ 35,874     $ 62,597  
 
           
 
               
LOSS BEFORE INCOME TAXES
               
Operating Loss
               
Manufactured housing
  $ (4,220 )   $ (4,240 )
Recreational vehicles
    (1,796 )     (2,233 )
General corporate expense
    (545 )     (388 )
Income from life insurance proceeds
    412        
 
           
Total operating loss
    (6,149 )     (6,861 )
Interest income
    36       390  
 
           
Loss before income taxes
  $ (6,113 )   $ (6,471 )
 
           

 

9


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The Corporation designs, produces and distributes manufactured housing (single-section, multi-section and modular homes) and towable recreational vehicles (travel trailers, fifth wheels and park models) to independent dealers and manufactured housing communities located throughout the United States (U.S.). To better serve the needs of its dealers and communities, the Corporation has fourteen manufacturing facilities in ten states. Manufactured housing and recreational vehicles are sold to dealers and communities either through floor plan financing with various financial institutions or on a cash basis. While the Corporation maintains production of manufactured homes and recreational vehicles throughout the year, seasonal fluctuations in sales do occur. Sales and production of manufactured homes are affected by winter weather conditions at the Corporation’s northern plants. Recreational vehicle sales are generally higher in the spring and summer months than in the fall and winter months.
Manufactured Housing and Recreational Vehicle Industry Conditions
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 a continuing decline in industry sales. This decline, caused primarily by the current economic recession and tightening credit markets for both retail and wholesale financing, is resulting in historically low industry shipments.
Tight credit markets for retail and wholesale financing has become a significant challenge for the manufactured housing industry. According to the Manufactured Housing Institute, a lack of retail financing options and restrictive credit standards has negatively affected manufactured home buyers for the last decade. Since 2008 this problem has been magnified as the “credit crunch” forced more manufactured home personal property lenders out of business, and compelled others to scale back originations. These factors, in addition to a further restricting of credit standards, have resulted in fewer retail loan approvals and fewer manufactured home shipments. Shipments have also been hindered by a significant decline in available wholesale financing, especially as national floor plan lenders have decreased lending to industry dealers.
Manufactured housing shipments are also negatively impacted by a recession in the site-built housing industry. The site-built housing industry has experienced declining existing home sales, housing starts and home prices. In addition, the industry has also been hindered by increased home foreclosures.
In the recreational vehicle segment, the Corporation sells travel trailers, fifth wheels and park models. Sales of recreational vehicles are influenced by changes in consumer confidence, the availability of retail and wholesale financing and gasoline prices. In recent years industry sales of travel trailers and fifth wheels have decreased. This decrease is the result of the economic recession, decreased household wealth, tightening credit markets for retail and wholesale financing, excess inventory of new recreational vehicles and recreational vehicle dealers purchasing repossessed units.

 

10


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued).
Outlook
The Corporation encountered a challenging business environment in fiscal 2009, and it cannot determine with certainty the business environment for fiscal 2010. This environment includes the Manufactured Housing Institute reporting a Seasonally Adjusted Annual Rate in July 2009 of approximately 60,000 units. The Recreational Vehicle Industry Association forecasts travel trailer and fifth wheel unit sales at approximately 121,000 in calendar 2009.
The Corporation is actively taking steps to decrease expenses and improve processes, communicating with dealers and communities to take advantage of sales opportunities, and positioning its products to be competitive in the marketplace. In addition, subsequent to the end of the first quarter of fiscal 2010, the Corporation announced to employees that the manufactured housing facility in Halstead, Kansas would be consolidated into the operations of the manufactured housing facility in Arkansas City, Kansas. With a healthy position in cash and U.S. Treasury Bills, no bank debt, and experienced employees, the Corporation is prepared to meet the challenges ahead.
Sales and Unit Shipments
                                         
    August 31,             August 31,              
    2009     Percent     2008     Percent     Decrease  
    (Dollars in thousands)  
 
                                       
Sales
                                       
 
Manufactured housing
  $ 25,782       71.9     $ 45,258       72.3     $ 19,476  
 
Recreational vehicles
    10,092       28.1       17,339       27.7       7,247  
 
                             
 
Total Sales
  $ 35,874       100.0     $ 62,597       100.0     $ 26,723  
 
                             
 
                                       
Unit Shipments
                                       
 
Manufactured housing
    572       44.9       985       47.0       413  
 
Recreational vehicles
    701       55.1       1,112       53.0       411  
 
                             
 
Total Unit Shipments
    1,273       100.0       2,097       100.0       824  
 
                             
In the period from June to August of 2009, the Corporation’s manufactured housing unit sales decreased approximately 42 percent versus the year ago period, while the industry unit sales decreased approximately 39 percent during the same period.
The Corporation’s overall recreational vehicle unit sales decreased approximately 37 percent in the first quarter. Its travel trailer and fifth wheel unit sales decreased approximately 36 percent. Industry unit sales for travel trailers and fifth wheels decreased approximately 13 percent during the same period. Current industry unit sales data for park models is not available. Limited access to wholesale financing available to the Corporation’s dealers was a primary factor in unit sales decreasing at a faster rate than the industry.

 

11


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued).
Results of Operations — Three-Month Period Ended August 31, 2009 Compared to Three-Month Period Ended August 31, 2008 (Unaudited)
Cost of Sales
                                         
    August 31,     Percent     August 31,     Percent        
    2009     of Sales*     2008     of Sales*     Decrease  
    (Dollars in Thousands)  
 
                                       
Manufactured housing
  $ 25,572       99.2     $ 43,214       95.5     $ 17,642  
 
Recreational vehicles
    10,025       99.3       17,180       99.1       7,155  
 
                                 
 
Consolidated
  $ 35,597       99.2     $ 60,394       96.5     $ 24,797  
 
                                 
     
*   The percentages for manufactured housing and recreational vehicles are based on segment sales. The percentage for consolidated cost of sales is based on total sales.
Manufactured housing and recreational vehicle cost of sales decreased due to less sales volume and the variable nature of many direct manufacturing costs. As a percentage of sales, manufactured housing cost of sales increased as a result of certain manufacturing overhead costs such as depreciation and manufacturing salaries declining at a rate less than the decrease in sales. In addition, the Corporation incurred in the first quarter of fiscal 2009 approximately $100,000 in manufacturing costs associated with the consolidation of two manufactured housing facilities in Pennsylvania.
Selling and Administrative Expenses
                                         
    August 31,     Percent     August 31,     Percent        
    2009     of Sales     2008     of Sales     Decrease  
    (Dollars in thousands)  
 
                                       
Selling and Administrative expenses
  $ 6,838       19.1     $ 9,064       14.5     $ 2,226  
Selling and administrative expenses decreased due primarily to a decrease in salaries, performance based compensation, and a continuing effort to control costs. As a percentage of sales, selling and administrative expenses increased due to certain costs being fixed. In addition, in the first quarter of fiscal 2009 approximately $300,000 in severance costs was incurred for personnel at manufactured housing facilities in Florida and Pennsylvania.

 

12


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued).
Results of Operations — Three-Month Period Ended August 31, 2009 Compared to Three-Month Period Ended August 31, 2008 (Unaudited) — (Continued)
Operating Loss
                                 
    August 31,     Percent     August 31,     Percent  
    2009     of Sales*     2008     of Sales*  
    (Dollars in thousands)  
 
                               
Manufactured housing
  $ (4,220 )     (16.4 )   $ (4,240 )     (9.4 )
Recreational vehicles
    (1,796 )     (17.8 )     (2,233 )     (12.9 )
General Corporate expense
    (545 )     (1.5 )     (388 )     (0.6 )
Income from life insurance proceeds
    412       1.1                
 
                           
Total Operating Loss
  $ (6,149 )     (17.1 )   $ (6,861 )     (11.0 )
 
                           
     
*   The percentages for manufactured housing and recreational vehicles are based on segment sales. The percentage for general corporate expenses, income from life insurance proceeds and total operating loss are based on total sales.
The operating loss for manufactured housing and recreational vehicles was primarily due to the impact of decreased sales. In the first quarter of fiscal 2009, operating results were negatively affected by severance costs at the Pennsylvania and Florida facilities.
General corporate expenses increased due to a change in the first quarter of fiscal 2009 of the Corporation’s liability for retirement and death benefits offered to certain employees. In that period the change caused expenses to decrease $250,000.
The Corporation purchased life insurance contracts on certain employees. The Corporation realized non-taxable income from life insurance proceeds in the amount of $412,000, which is separately stated in the Consolidated Statement of Operations and Retained Earnings.
Interest Income
                         
    August 31,     August 31,        
    2009     2008     Decrease  
    (Dollars in thousands)  
 
                       
Interest Income
  $ 36     $ 390     $ 354  
Interest income is directly related to the amount available for investment and the prevailing yields of U.S. Government Securities. In the first quarter of fiscal 2010, the average amount available for investment was approximately $82 million with a weighted average yield of 0.2 percent. In the first quarter of fiscal 2009, the average amount available for investment was approximately $94 million with a weighted average yield of 1.7 percent.

 

13


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued).
Results of Operations — Three-Month Period Ended August 31, 2009 Compared to Three-Month Period Ended August 31, 2008 (Unaudited) — (Continued)
Benefit for Income Taxes
                         
    August 31,     August 31,     (Decrease)  
    2009     2008     Increase  
    (Dollars in thousands)  
 
                       
Federal
  $ (2,023 )   $ (2,179 )   $ (156 )
 
                       
State
    (183 )     (146 )     37  
 
                 
 
                       
Total
  $ (2,206 )   $ (2,325 )   $ (119 )
 
                 
The benefit for federal income taxes 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 benefit for federal and state income tax is the result of pretax losses that occurred in the first quarters of fiscal 2010 and 2009.
Liquidity and Capital Resources
                         
    August 31,     May 31,     Increase  
    2009     2009     (Decrease)  
    (Dollars in thousands)  
 
                       
Cash and U.S. Treasury Bills
  $ 89,081     $ 94,786     $ (5,705 )
Current assets, exclusive of cash and U.S. Treasury Bills
  $ 26,033     $ 24,973     $ 1,060  
Current liabilities
  $ 15,649     $ 15,385     $ 264  
Working capital
  $ 99,465     $ 104,374     $ (4,909 )
The Corporation’s policy is to invest its excess cash, which exceeds its operating needs, in U.S. Government Securities. Cash and U.S. Treasury Bills decreased due to a net loss of $3,907,000 and dividends paid of $1,511,000. Current assets, exclusive of cash and U.S. Treasury Bills, increased primarily due to a $1,812,000 increase in other current assets. Other current assets changed due to an increase in deferred federal income taxes.
Current liabilities increased primarily due to increases in accrued salaries and wages of $393,000 and in accrued marketing programs of $757,000. In addition, other accrued liabilities declined $965,000. Accrued salaries and wages increased due to the timing of payroll payments at August 31, 2009 as compared to May 31, 2009. Accrued marketing programs increased due to accruals for an ongoing marketing program for the Corporation’s dealers. Other accrued liabilities declined primarily due to the timing of state and federal tax payments at August 31, 2009 as compared to May 31, 2009.

 

14


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued).
Results of Operations — Three-Month Period Ended August 31, 2009 Compared to Three-Month Period Ended August 31, 2008 (Unaudited) — (Continued)
Liquidity and Capital Resources — (Continued)
Capital expenditures totaled $154,000 for the first quarter of fiscal 2009 as compared to $239,000 in the comparable period of the previous year. Capital expenditures were made primarily to replace or refurbish machinery and equipment in addition to improving manufacturing efficiencies. The Corporation began in the third quarter of fiscal 2009 a project to implement an enterprise resource planning (ERP) system. The system is expected to be fully implemented by mid-fiscal 2012, and the cost is to be paid out of the Corporation’s normal budget for capital expenditures. The amount of capital expended for this project through August 31, 2009 is approximately $600,000. The goal of the ERP system is to provide better operating and financial data, and lower the Corporation’s technology costs.
The Corporation’s current cash and other short-term investments are 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 with a combination of cash on hand and funds generated internally.
Subsequent Event
Subsequent to August 31, 2009, the Corporation announced to its employees that the manufactured housing facility in Halstead, Kansas would be consolidated into the operations of another manufactured housing facility in Arkansas City, Kansas. The consolidation is expected to be completed by November 30, 2009, and to have a cost not to exceed $200,000.
Other Matters
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. On a long-term basis, the Corporation has demonstrated an ability to adjust selling prices in reaction to changing costs due to inflation. During the first quarter of fiscal 2009, however, the Corporation was unable to increase its selling prices on its manufactured housing product to cover an increase in material costs during that period. Increased selling prices were realized during the remaining three quarters.
Recently issued accounting pronouncements are described in Note 1 of the Notes to the Consolidated Financial Statements.

 

15


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Continued).
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:
    Availability of wholesale and retail financing
 
    The health of the U.S. housing market as a whole
 
    Cyclical nature of the manufactured housing and recreational vehicle industries
 
    General or seasonal weather conditions affecting sales
 
    Potential impact of hurricanes and other natural disasters on sales and raw material costs
 
    Potential periodic inventory adjustments by independent retailers
 
    Interest rate levels
 
    Impact of inflation
 
    Impact of rising fuel costs
 
    Cost of labor and raw materials
 
    Competitive pressures on pricing and promotional costs
 
    Catastrophic events impacting insurance costs
 
    The availability of insurance coverage for various risks to the Corporation
 
    Consumer confidence and economic uncertainty
 
    Market demographics
 
    Management’s ability to attract and retain executive officers and key personnel
 
    Increased global tensions, market disruption resulting from a terrorist or other attack and any armed conflict involving the United States.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Corporation invests in United States Government Securities. These securities are typically held until maturity and are therefore classified as held-to-maturity and carried at amortized cost. Changes in interest rates do not have a significant effect on the fair market value of these investments.
Item 4. Controls and Procedures.
Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures
As of August 31, 2009, the Corporation conducted an evaluation, under the supervision and participation of management including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934).

 

16


Table of Contents

Item 4. Controls and Procedures. — (Continued)
Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures — (Continued)
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective for the period ended August 31, 2009.
Changes in Internal Control over Financial Reporting
No change in the Corporation’s internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the first quarter ended August 31, 2009 that materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings.
Information with respect to this Item for the period covered by this Form 10-Q has been reported in Item 3, entitled “Legal Proceedings” of the Form 10-K for the fiscal year ended May 31, 2009 filed by the registrant with the Commission.
Item 1A. Risk Factors.
There were no material changes in the risk factors disclosed in Item 1A of the Corporation’s Form 10-K for the year ended May 31, 2009, except as discussed below:
The Corporation has recorded a net deferred tax asset totaling $16 million as of August 31, 2009. While the Corporation believes that it is more likely than not this net deferred tax asset will reduce future income tax payments, there can be no assurances that future taxable income and its tax planning strategies will be sufficient to realize the entirety of this benefit. There are significant assumptions inherent in the Corporation’s estimate of future profitability and tax planning strategies. Changes in these assumptions would impact the estimated amount of the net deferred tax asset realized by these assumptions. Should the Corporation determine that it is more likely than not unable to realize all or part of the net deferred tax asset in the future, a valuation allowance, necessary to reduce the net deferred tax asset to the amount that is more likely than not to be realized, would reduce net income in the period such determination was made.

 

17


Table of Contents

Item 4. Submission of Matters to a Vote of Security Holders.
On September 21, 2009, Skyline Corporation held its Annual Meeting of Shareholders at which the following matters were submitted to a vote of the security holders:
                                 
Election of Directors Nominee   Votes For     Votes Against     Votes Withheld     Shares Not Voted  
 
Arthur J. Decio
    7,820,890       0       83,050       487,304  
Thomas G. Deranek
    7,771,372       0       132,568       487,304  
John C. Firth
    7,844,039       0       59,901       487,304  
Jerry Hammes
    7,772,916       0       131,024       487,304  
William H. Lawson
    7,797,571       0       106,369       487,304  
David T. Link
    7,797,503       0       106,437       487,304  
Andrew J. McKenna
    7,800,939       0       103,001       487,304  
         
Item 6. Exhibits.
       
 
  (31.1 )  
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d-14(a)
       
 
  (31.2 )  
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d-14(a)
       
 
  (32.1 )  
Certification of Periodic Financial Reports Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
 
  (32.2 )  
Certification of Periodic Financial Reports Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

18


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.
         
  SKYLINE CORPORATION
 
 
DATE: October 9, 2009  /s/ Jon S. Pilarski    
  Jon S. Pilarski   
  Chief Financial Officer   
     
DATE: October 9, 2009  /s/ Martin R. Fransted    
  Martin R. Fransted   
  Corporate Controller   

 

19


Table of Contents

         
Exhibit Index
         
Exhibit    
Number   Description
  31.1    
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d-14(a)
       
 
  31.2    
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d-14(a)
       
 
  32.1    
Certification of Periodic Financial Reports Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
 
  32.2    
Certification of Periodic Financial Reports Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

20