SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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 November 30, 2002
Commission File No. 1-4714
SKYLINE CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1038277
(State of Incorporation) (IRS Employee Identification No.)
P. O. Box 743, 2520 By-Pass Road Elkhart, IN 46515
(Address of principal executive offices) (Zip)
294-6521 (574)
(Registrant's telephone number) (Area Code)
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:
Shares Outstanding
Title of Class January 13, 2003
Common stock 8,391,244
SKYLINE CORPORATION
Form 10-Q Quarterly Report
INDEX
Page No.
Part I. Financial Information
Item 1.
Financial Statements:
Consolidated Balance Sheets as 2-3
of November 30, 2002 and May 31, 2002
Consolidated Statements of Earnings and 4
Retained Earnings for the three-month and
six-month periods ended November 30, 2002
and 2001
Consolidated Statements of Cash Flows 5-6
for the six-month periods ended
November 30, 2002 and 2001
Notes to the Consolidated Financial 7-8
Statements for the six-month period
ended November 30, 2002
Report of Independent Accountants 9
Item 2.
Management's Discussion and Analysis 10-12
of Financial Condition and Results of
Operations
Item 4.
Controls and Procedures 13
Part II Other Information
Item 1.
Legal Proceedings 13
Item 6.
Exhibits and Reports on Form 8-K 13
Signatures 14
Certifications 14-18
Part I.
Item 1. Financial Statements
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
Dollars in thousands
November 30, 2002 May 31, 2002
(Unaudited)
ASSETS
Current Assets
Cash $ 6,390 $ 8,699
Treasury Bills,
at cost plus accrued interest 146,084 138,327
Accounts receivable, trade,
less allowance for
doubtful accounts of $40 24,021 28,028
Inventories 10,115 9,632
Other current assets 8,258 8,137
Total Current Assets 194,868 192,823
Property, Plant and Equipment, At Cost
Land 6,637 6,637
Buildings and improvements 64,738 64,595
Machinery and equipment 27,214 27,305
98,589 98,537
Less accumulated depreciation 58,122 57,060
Net Property, Plant and Equipment 40,467 41,477
Other Assets 4,476 4,452
$239,811 $238,752
The accompanying notes are a part of the consolidated financial statements.
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
Dollars in thousands except per share data
November 30, 2002 May 31, 2002
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable, trade $ 4,400 $ 5,859
Accrued salaries and wages 7,042 7,405
Accrued profit sharing 1,308 2,412
Accrued marketing programs 11,333 6,375
Accrued warranty and related expenses 10,394 10,100
Other accrued liabilities 1,972 3,156
Income taxes 282 1,156
Total Current Liabilities 36,731 36,463
Other Deferred Liabilities 4,095 4,056
Commitments and Contingencies - -
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 259,489 258,737
Treasury stock, at cost,
2,825,900 shares at November 30, 2002
and at May 31, 2002 (65,744) (65,744)
Total Shareholders' Equity 198,985 198,233
$239,811 $238,752
The accompanying notes are a part of the consolidated financial statements.
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Earnings and Retained Earnings
For the three-month and six-month periods ended November 30, 2002 and 2001
(Unaudited)
Dollars in thousands except per share data
Three-Months Ended Six-Months Ended
November 30, November 30,
2002 2001 2002 2001
Sales $112,467 $118,054 $228,959 $240,279
Cost of sales 97,556 100,451 199,107 205,497
Gross profit 14,911 17,603 29,852 34,782
Selling and administrative
expenses 12,220 12,600 24,717 25,407
Operating earnings 2,691 5,003 5,135 9,375
Interest income 548 1,189 1,140 2,670
Earnings before income taxes 3,239 6,192 6,275 12,045
Provision for income taxes:
Federal 1,092 2,070 2,119 4,038
State 196 374 383 696
1,288 2,444 2,502 4,734
Net earnings $ 1,951 $ 3,748 $ 3,773 $ 7,311
Basic earnings per share $ .23 $ .45 $ .45 $ .87
Cash dividends per share $ .18 $ .18 $ .36 $ .36
Weighted average common
shares outstanding 8,391,244 8,391,244 8,391,244 8,391,244
Retained earnings,
beginning of period $259,049 $254,577 $258,737 $252,525
Add net earnings 1,951 3,748 3,773 7,311
Less cash dividends paid 1,511 1,510 3,021 3,021
Retained earnings,
end of period $259,489 $256,815 $259,489 $256,815
The accompanying notes are a part of the consolidated financial statements.
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
For the six-month periods ended November 30, 2002 and 2001
Increase (Decrease) in Cash
(Unaudited)
Dollars in thousands
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 3,773 $ 7,311
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Interest income earned on
U.S. Treasury Bills and Notes (1,140) (2,670)
Depreciation 1,840 1,832
Amortization of premium on U.S. Treasury Notes - 6
Working Capital Items:
Accounts receivable 4,007 5,198
Inventories (483) (81)
Other current assets (121) (113)
Accounts payable, trade (1,459) (2,546)
Accrued liabilities 2,601 4,077
Income taxes payable (874) (1,430)
Other assets (24) (124)
Other deferred liabilities 39 118
Total Adjustments 4,386 4,267
Net cash provided by operating activities 8,159 11,578
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows, continued
For the six-months periods ended November 30, 2002 and 2001
Increase (Decrease) in Cash
(Unaudited)
Dollars in thousands
2002 2001
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale or maturity
of U. S. Treasury Bills $ 181,940 $ 196,822
Purchase of U.S. Treasury Bills (188,557) (225,026)
Maturity of U.S. Treasury Notes - 25,000
Interest received from U. S. Treasury Notes - 719
Proceeds from sale of property,
plant and equipment 36 21
Purchase of property, plant and equipment (866) (2,104)
Net cash used in investing activities (7,447) (4,568)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (3,021) (3,021)
Net cash used in financing activities (3,021) (3,021)
Net (decrease) increase in cash (2,309) 3,989
Cash at beginning of year 8,699 5,450
Cash at end of quarter $ 6,390 $ 9,439
The accompanying notes are a part of the consolidated financial statements.
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements
For the six-month period ended November 30, 2002
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 November 30, 2002, the
consolidated results of operations for three-month and six-month periods ended
November 30, 2002 and 2001, and the consolidated cash flows for the six-month
periods ended November 30, 2002 and 2001.
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. At November 30, 2002, total inventories
consisted of raw materials, $4,495,000 work in process, $5,091,000, and
finished goods, $529,000. At May 31, 2002, total inventories consisted of raw
materials, $4,280,000, work in process, $5,183,000 and finished goods,
$169,000.
The Corporation and its subsidiaries were contingently liable at November 30,
2002 under repurchase agreements with certain financial institutions. Losses,
if any, are the difference between the repurchase cost and the resale value of
the units. For the three-month and six-month periods ended November 30, 2002,
the Corporation repurchased units in the amount of $313,000, and incurred a net
loss of $50,000. For the same periods in fiscal 2002, the Corporation's
repurchases amounted to $53,000 and $886,000, and the net losses were $2,000
and $173,000.
On November 25, 2002, the Financial Accounting Standards Board issued
Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others". This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under certain
guarantees it has issued. The Corporation is currently evaluating the impact
of Interpretation No. 45 on its consolidated financial statements, but believes
the impact will be immaterial. Adoption of Interpretation No. 45 will occur in
the third quarter of fiscal 2003.
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.
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements
For the six-month period ended November 30, 2002
NOTE 2 Industry Segment Information
(Unaudited)
Dollars in thousands
Three-Months Ended Six-Months Ended
November 30, November 30,
2002 2001 2002 2001
SALES
Manufactured Housing $ 78,599 $ 96,160 $159,706 $187,107
Recreational Vehicles 33,868 21,894 69,253 53,172
Total sales $112,467 $118,054 $228,959 $240,279
EARNINGS BEFORE INCOME TAXES
OPERATING EARNINGS (LOSS)
Manufactured housing $ 3,607 $ 6,902 $ 6,924 $ 12,069
Recreational vehicles 114 (679) 241 (118)
General corporate expense (1,030) (1,220) (2,030) (2,576)
Total operating earnings 2,691 5,003 5,135 9,375
Interest income 548 1,189 1,140 2,670
Earnings before
income taxes $ 3,239 $ 6,192 $ 6,275 $ 12,045
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.
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 November 30, 2002, and the related
consolidated statements of earnings and retained earnings for each of the
three-month and six-month periods ended November 30, 2002 and 2001 and the
consolidated statements of cash flows for the six-month period ended November
30, 2002 and 2001. 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,
2002, 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, 2002 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet information as of
November 30, 2002, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.
PricewaterhouseCoopers LLP
Chicago, Illinois
December 18, 2002
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Skyline Corporation and Subsidiary Companies
Management'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 November 30, 2002 were $112,467,000, a decrease of
$5,587,000 from $118,054,000 in the comparable quarter of the prior year.
Fiscal 2003 sales through November 30 were $228,959,000, a decrease of
$11,320,000 from prior year's sales of $240,279,000. Manufactured housing
sales for the second quarter totaled $78,599,000 compared to $96,160,000 at
November 30, 2001. Manufactured housing unit sales decreased from 2,792 to
2,133. This segment's fiscal year sales were $159,706,000 versus $187,107,000,
while unit sales declined from 5,459 to 4,394. Second quarter recreational
vehicle sales increased from $21,894,000 in fiscal 2002 to $33,868,000 in
fiscal 2003. Recreational vehicle unit sales for the quarter increased from
1,555 to 2,319. Fiscal year sales through November 30 were $69,253,000 versus
$53,172,000. Unit sales increased from 3,881 to 4,849. Manufacturing housing
sales continue to be affected by more competitive pricing caused by difficult
market conditions, restrictive retail financing, and the softness in the U. S.
economy. The increase in recreational vehicle sales is a reflection of an
industry-wide improvement in market conditions for towable recreational
vehicles. This trend began in early calendar year 2002.
Cost of sales in the second quarter of fiscal 2003 was 86.7 percent of sales
compared to 85.1 percent in fiscal 2002. Cost of sales for the first six
months of fiscal 2003 was 87.0 percent versus 85.5 percent in the prior year.
The increase is primarily attributable to a product mix shift toward
recreational vehicles. This business segment represented 30 percent of total
sales in fiscal 2003 versus 22 percent in fiscal 2002. Manufactured housing
gross margins exceed those for recreational vehicles.
Quarterly selling and administrative expenses as a percentage of sales
increased slightly from 10.7 percent in fiscal 2002 to 10.9 percent in fiscal
2003, although the level of expenditures decreased $380,000 from the prior
year. Selling and administrative expenses as a percentage of sales for fiscal
2003 totaled 10.8 percent versus fiscal 2002's 10.6 percent, while expenditures
decreased $690,000.
Second quarter operating earnings as a percentage of sales for manufactured
housing were 4.6 percent in fiscal 2003 versus 7.2 percent in the prior year.
Year to date operating earnings were 4.3 percent in fiscal 2003 versus prior
year's 6.4 percent. Recreational vehicle quarterly operating earnings as a
percentage of sales were 0.3 percent for fiscal year 2003, and an operating
loss of 3.1 percent in fiscal year 2002. Recreational vehicle fiscal year
operating earnings through November 30, 2002 increased from a prior year loss
of .2 percent to earnings of .3 percent. Second quarter earnings for
manufactured housing declined due to the continuation of difficult market
conditions noted above. Earnings for recreational vehicles rose primarily as
a result of increased demand for towable travel trailers.
Skyline Corporation and Subsidiary Companies
Management'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 (continued)
Interest income amounted to $548,000 for the second quarter compared to prior
year's $1,189,000. Interest income is directly related to the amount available
for investment and the prevailing yields of U.S. Government securities.
Liquidity and Capital Resources
At November 30, 2002, cash and short-term investments in U. S. Treasury Bills
totaled $152,474,000, an increase of $5,448,000 from $147,026,000 at May 31,
2002. Current assets exclusive of cash and investments in U.S. Treasury Bills
totaled $42,394,000 at November 30, 2002, a decrease of $3,403,000 from the May
31, 2002 balance of $45,797,000. The decrease was due to a seasonal decline in
accounts receivable ($4,007,000).
Current liabilities increased $268,000 from $36,463,000 at May 31, 2002 to
$36,731,000 at November 30, 2002. Various factors contributed to the increase.
Accrued marketing programs increased $4,958,000 due to the timing of payments
for an ongoing marketing program. Accrued profit sharing decreased $1,104,000
due to the timing of a yearly contribution to the Corporation's profit sharing
program. Trade accounts payable decreased $1,459,000 due to the seasonality of
the Corporation's business. Other accrued liabilities decreased $1,184,000 as
a result of the timing of payroll and property tax payments at November 30
versus May 31.
Working capital at November 30, 2002 amounted to $158,137,000 compared to
$156,360,000 at May 31, 2002. Capital expenditures totaled $866,000 during
the first six months of fiscal 2003 compared to $2,104,000 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.
On September 16, 2002, Deutsche Financial Services (Deutsche), a national
provider of floor plan funding for manufactured housing dealer inventories,
announced that effective November 1, 2002, it would stop approving requests to
fund purchases of additional inventory for industry dealers. For the six-month
period ended November 30, 2002, less than 2.8% percent of the Corporation's
manufactured housing sales were from manufactured housing dealers who
exclusively rely on Deutsche for floor plan financing. The remaining
manufactured housing sales were purchased with cash, or obtained through
financing from other wholesale lenders or local banks. The Corporation
believes Deutsche's decision will not have a material impact on the
consolidated financial statements.
Skyline Corporation and Subsidiary Companies
Management'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 (continued)
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.
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:
* Cyclical nature of the manufactured housing and recreational vehicle
industries
* Availability of wholesale and retail financing
* Interest rate levels
* Impact of inflation
* Competitive pressures on pricing and promotional costs
* Consumer confidence
* Market demographics
* Market disruption resulting from the terrorist attacks on September 11, 2001,
and any subsequent armed conflict by the United States.
Skyline Corporation and Subsidiary Companies
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures: The Company's Chief
Executive Officer and its Chief Financial Officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14(c) and 15-d-14(c)) as of a date within 90 days of
filing date of the quarterly report (the "Evaluation Date"), have concluded
that as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Company would be made known to them by others within the
Company, particularly during the period in which this quarterly report was
being prepared.
(b) Changes in internal controls: There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
the Company's internal controls and procedures subsequent to the Evaluation
Date, nor any significant deficiencies or material weaknesses in such internal
controls and procedures requiring corrective actions.
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, 2002 heretofore filed by the
registrant with the Commission.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
section 1350.
Exhibit 99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
section 1350.
No reports on Form 8-K were filed during the second quarter of fiscal 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.
SKYLINE CORPORATION
DATE: January 13, 2003
James R. Weigand
V. P. Finance & Treasurer,
Chief Financial Officer
DATE: January 13, 2003
Jon S. Pilarski
Corporate Controller
CERTIFICATIONS
I, Thomas G. Deranek, Chief Executive Officer of Skyline Corporation, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Skyline
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report
(the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: January 13, 2003
/s/ Thomas G. Deranek
Thomas G. Deranek
Chief Executive Officer
I, James R. Weigand, Chief Financial Officer of Skyline Corporation, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Skyline
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: January 13, 2003
/s/ James R. Weigand
James R. Weigand
Chief Financial Officer
EXHIBIT 99.1
CERTIFICATION OF PERIODIC FINANCIAL REPORTS
PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned hereby certifies that he is the duly appointed and acting Chief
Executive Officer of Skyline Corporation, and hereby further certifies as
follows:
1. The periodic report containing financial statements to which
this certificate is an exhibit fully complies with the
requirements of Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934.
2. The information contained in the periodic report to which this
certificate is an exhibit fairly presents, in all material
respects, the financial condition and results of operations of
the Company.
In witness whereof, the undersigned has executed and delivered this
certificate as of the date set forth opposite his signature below.
Date: January 13, 2003 /s/ Thomas G. Deranek
Thomas G. Deranek
Vice Chairman, Chief Executive
Officer and Director
EXHIBIT 99.2
CERTIFICATION OF PERIODIC FINANCIAL REPORTS
PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned hereby certifies that he is the duly appointed and acting
Chief Financial Officer of Skyline Corporation, and hereby further certifies
as follows:
1. The periodic report containing financial statements to which
this certificate is an exhibit fully complies with the
requirements of Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934.
2. The information contained in the periodic report to which this
certificate is an exhibit fairly presents, in all material
respects, the financial condition and results of operations of
the Company.
In witness whereof, the undersigned has executed and delivered this certificate
as of the date set forth opposite his signature below.
Date: January 13, 2003 /s/ James R. Weigand
James R. Weigand
Vice President-Finance and
Treasurer and Chief
Financial Officer