|
|
FORM 10-Q
|
|
(Mark One)
|
|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
For the quarterly period ended May 28, 2011
|
|
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:
001-06403
|
|
WINNEBAGO INDUSTRIES, INC.
|
||||
(Exact name of registrant as specified in its charter)
|
Iowa
|
|
|
42-0802678
|
||
(State or other jurisdiction of incorporation or organization)
|
|
|
(I.R.S. Employer Identification No.)
|
||
|
|
|
|
||
P. O. Box 152, Forest City, Iowa
|
|
|
50436
|
||
(Address of principal executive offices)
|
|
|
(Zip Code)
|
||
|
|
|
|
|
|
|
(641) 585-3535
|
|
|||
(Registrant's telephone number, including area code)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
Non-accelerated filer
o
|
|
Smaller Reporting Company
o
|
|
|
|
|
Page
|
|
|
||
FINANCIAL INFORMATION
|
|
||
|
|
|
|
Item 1
.
|
Condensed Financial Statements
|
|
|
|
Unaudited Consolidated Statements of Operations
|
|
|
|
Unaudited Consolidated Balance Sheets
|
|
|
|
Unaudited Consolidated Statements of Cash Flows
|
|
|
|
Unaudited Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
Item 2
.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
Item 3
.
|
Quantitative and Qualitative Disclosures of Market Risk
|
|
|
|
|
|
|
Item 4
.
|
Controls and Procedures
|
|
|
|
|
|
|
OTHER INFORMATION
|
|
||
|
|
|
|
Item 1
.
|
Legal Proceedings
|
|
|
|
|
|
|
Risk Factors
|
|
||
|
|
|
|
Item 2
.
|
Unregistered Sales of Equity Securities and Use of Funds
|
|
|
|
|
|
|
Exhibits
|
|
||
|
|
|
|
.
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands, except per share data)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Net revenues
|
$
|
135,568
|
|
|
$
|
134,813
|
|
|
$
|
365,872
|
|
|
$
|
326,359
|
|
Cost of goods sold
|
126,865
|
|
|
125,058
|
|
|
334,646
|
|
|
311,296
|
|
||||
Gross profit
|
8,703
|
|
|
9,755
|
|
|
31,226
|
|
|
15,063
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling
|
3,608
|
|
|
3,107
|
|
|
10,129
|
|
|
9,438
|
|
||||
General and administrative
|
3,952
|
|
|
3,244
|
|
|
11,623
|
|
|
10,056
|
|
||||
Assets held for sale impairment and (gain), net
|
605
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
||||
Total operating expenses
|
8,165
|
|
|
6,351
|
|
|
21,713
|
|
|
19,494
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
538
|
|
|
3,404
|
|
|
9,513
|
|
|
(4,431
|
)
|
||||
Other non-operating income
|
76
|
|
|
158
|
|
|
550
|
|
|
289
|
|
||||
Income (loss) before income taxes
|
614
|
|
|
3,562
|
|
|
10,063
|
|
|
(4,142
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
(Benefit) provision for taxes
|
(581
|
)
|
|
(2,430
|
)
|
|
1,767
|
|
|
(9,496
|
)
|
||||
Net income
|
$
|
1,195
|
|
|
$
|
5,992
|
|
|
$
|
8,296
|
|
|
$
|
5,354
|
|
|
|
|
|
|
|
|
|
||||||||
Income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.04
|
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
29,124
|
|
|
29,098
|
|
|
29,118
|
|
|
29,084
|
|
||||
Diluted
|
29,152
|
|
|
29,107
|
|
|
29,135
|
|
|
29,097
|
|
||||
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
May 28,
2011 |
|
August 28,
2010 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,230
|
|
|
$
|
74,691
|
|
Short-term investments
|
250
|
|
|
—
|
|
||
Receivables, less allowance for doubtful accounts ($87 and $91, respectively)
|
17,408
|
|
|
18,798
|
|
||
Inventories
|
76,346
|
|
|
43,526
|
|
||
Prepaid expenses and other assets
|
4,298
|
|
|
4,570
|
|
||
Income taxes receivable
|
380
|
|
|
132
|
|
||
Total current assets
|
163,912
|
|
|
141,717
|
|
||
Property, plant, and equipment, net
|
23,365
|
|
|
25,677
|
|
||
Assets held for sale
|
600
|
|
|
4,254
|
|
||
Long-term investments
|
10,911
|
|
|
17,785
|
|
||
Investment in life insurance
|
23,249
|
|
|
23,250
|
|
||
Goodwill
|
1,228
|
|
|
—
|
|
||
Amortizable intangible assets
|
739
|
|
|
—
|
|
||
Other assets
|
17,009
|
|
|
14,674
|
|
||
Total assets
|
$
|
241,013
|
|
|
$
|
227,357
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
22,563
|
|
|
$
|
19,725
|
|
Income taxes payable
|
66
|
|
|
99
|
|
||
Accrued expenses:
|
|
|
|
||||
Accrued compensation
|
11,556
|
|
|
10,529
|
|
||
Product warranties
|
7,967
|
|
|
7,634
|
|
||
Self-insurance
|
4,129
|
|
|
4,409
|
|
||
Accrued loss on repurchases
|
1,409
|
|
|
1,362
|
|
||
Promotional
|
1,921
|
|
|
1,817
|
|
||
Other
|
4,862
|
|
|
4,797
|
|
||
Total current liabilities
|
54,473
|
|
|
50,372
|
|
||
Long-term liabilities:
|
|
|
|
||||
Unrecognized tax benefits
|
5,511
|
|
|
5,877
|
|
||
Postretirement health care and deferred compensation benefits
|
75,937
|
|
|
73,581
|
|
||
Total long-term liabilities
|
81,448
|
|
|
79,458
|
|
||
Contingent liabilities and commitments
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Capital stock common, par value $0.50; authorized 60,000 shares, issued 51,776 shares
|
25,888
|
|
|
25,888
|
|
||
Additional paid-in capital
|
30,047
|
|
|
29,464
|
|
||
Retained earnings
|
428,971
|
|
|
420,675
|
|
||
Accumulated other comprehensive (loss) income
|
(319
|
)
|
|
1,242
|
|
||
Treasury stock, at cost (22,649 and 22,661 shares, respectively)
|
(379,495
|
)
|
|
(379,742
|
)
|
||
Total stockholders' equity
|
105,092
|
|
|
97,527
|
|
||
Total liabilities and stockholders' equity
|
$
|
241,013
|
|
|
$
|
227,357
|
|
|
Nine Months Ended
|
||||||
(In thousands)
|
May 28,
2011 |
|
May 29,
2010 |
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
8,296
|
|
|
$
|
5,354
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
4,193
|
|
|
4,850
|
|
||
LIFO expense (income)
|
1,193
|
|
|
(34
|
)
|
||
Asset impairment
|
605
|
|
|
—
|
|
||
Stock-based compensation
|
1,001
|
|
|
414
|
|
||
Deferred income taxes including valuation allowance
|
874
|
|
|
—
|
|
||
Postretirement benefit income and deferred compensation expense
|
1,034
|
|
|
927
|
|
||
Provision (reduction) for doubtful accounts
|
5
|
|
|
(65
|
)
|
||
Increase in cash surrender value of life insurance policies
|
(617
|
)
|
|
(962
|
)
|
||
(Gain) loss on the sale or disposal of property
|
(867
|
)
|
|
14
|
|
||
Gain on life insurance
|
(372
|
)
|
|
—
|
|
||
Other
|
90
|
|
|
58
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Inventories
|
(30,091
|
)
|
|
7,750
|
|
||
Receivables and prepaid assets
|
2,609
|
|
|
843
|
|
||
Income taxes and unrecognized tax benefits
|
(747
|
)
|
|
13,736
|
|
||
Accounts payable and accrued expenses
|
1,523
|
|
|
6,605
|
|
||
Postretirement and deferred compensation benefits
|
(2,792
|
)
|
|
(2,679
|
)
|
||
Net cash (used in) provided by operating activities
|
(14,063
|
)
|
|
36,811
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from the sale of investments at par
|
6,450
|
|
|
12,900
|
|
||
Proceeds from life insurance
|
659
|
|
|
—
|
|
||
Purchases of property and equipment
|
(1,590
|
)
|
|
(1,467
|
)
|
||
Proceeds from the sale of property
|
4,009
|
|
|
58
|
|
||
Cash paid for acquisition, net of cash acquired
|
(4,694
|
)
|
|
—
|
|
||
Other
|
(410
|
)
|
|
127
|
|
||
Net cash provided by investing activities
|
4,424
|
|
|
11,618
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payments for purchases of common stock
|
(89
|
)
|
|
(249
|
)
|
||
Payments on ARS portfolio
|
—
|
|
|
(8,490
|
)
|
||
Proceeds from exercise of stock options
|
83
|
|
|
280
|
|
||
Other
|
184
|
|
|
(240
|
)
|
||
Net cash provided by (used in) financing activities
|
178
|
|
|
(8,699
|
)
|
||
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(9,461
|
)
|
|
39,730
|
|
||
Cash and cash equivalents at beginning of period
|
74,691
|
|
|
36,566
|
|
||
Cash and cash equivalents at end of period
|
$
|
65,230
|
|
|
$
|
76,296
|
|
|
|
|
|
||||
Supplemental cash flow disclosure:
|
|
|
|
||||
Income taxes paid (refunded)
|
$
|
1,638
|
|
|
$
|
(23,390
|
)
|
(In thousands)
|
December 29, 2010
|
||
Current assets
|
$
|
5,773
|
|
Property, plant and equipment
|
337
|
|
|
Goodwill
|
1,228
|
|
|
Dealer network
|
535
|
|
|
Trademarks
|
196
|
|
|
Non-compete agreement
|
40
|
|
|
Current liabilities
|
(2,513
|
)
|
|
Total fair value of net assets acquired
|
5,596
|
|
|
Less cash acquired
|
(902
|
)
|
|
Total cash paid for acquisition less cash acquired
|
$
|
4,694
|
|
|
|
|
Fair Value Measurements Using Inputs Considered As
|
||||||||||||
(In thousands)
|
Fair Value at
May 28, 2011
|
|
Level 1
Quoted Prices in Active Markets for Identical Assets
|
|
Level 2
Significant Other Observable Inputs
|
|
Level 3
Significant Unobservable Inputs
|
||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Student loan ARS with pending redemptions
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
—
|
|
Long-term investments
|
|
|
|
|
|
|
|
||||||||
Student loan ARS
|
10,911
|
|
|
—
|
|
|
—
|
|
|
10,911
|
|
||||
Assets that fund deferred compensation
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
10,581
|
|
|
10,581
|
|
|
—
|
|
|
—
|
|
||||
International equity funds
|
1,723
|
|
|
1,723
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
629
|
|
|
629
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
24,094
|
|
|
$
|
12,933
|
|
|
$
|
250
|
|
|
$
|
10,911
|
|
|
|
|
Fair Value Measurements Using Inputs Considered As
|
||||||||||||
(In thousands)
|
Fair Value at August 28, 2010
|
|
Level 1
Quoted Prices in Active Markets for Identical Assets
|
|
Level 2
Significant Other Observable Inputs
|
|
Level 3
Significant Unobservable Inputs
|
||||||||
Long-term investments
|
|
|
|
|
|
|
|
||||||||
Student loan ARS
|
$
|
17,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,785
|
|
Assets that fund deferred compensation
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
8,735
|
|
|
8,735
|
|
|
—
|
|
|
—
|
|
||||
International equity funds
|
1,569
|
|
|
1,569
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
650
|
|
|
650
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
28,739
|
|
|
$
|
10,954
|
|
|
$
|
—
|
|
|
$
|
17,785
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Balance at beginning of period
|
$
|
10,891
|
|
|
$
|
28,748
|
|
|
$
|
17,785
|
|
|
$
|
33,294
|
|
Transfer to Level 2
|
(250
|
)
|
|
—
|
|
|
(5,500
|
)
|
|
—
|
|
||||
Net change included in other comprehensive income
|
270
|
|
|
(126
|
)
|
|
(174
|
)
|
|
28
|
|
||||
Sales
|
—
|
|
|
(8,200
|
)
|
|
(1,200
|
)
|
|
(12,900
|
)
|
||||
Balance at end of period
|
$
|
10,911
|
|
|
$
|
20,422
|
|
|
$
|
10,911
|
|
|
$
|
20,422
|
|
|
|
|
Fair Value Measurements Using Inputs Considered As
|
|
|
|
|
||||||||||||||||
(In thousands)
|
Net Carrying Value at
May 28, 2011
|
|
Level 1
Quoted Prices in Active Markets for Identical Assets
|
|
Level 2 Significant Other Observable Inputs
|
|
Level 3 Significant Unobservable Inputs
|
|
Total Losses for the Three Months Ended May 28, 2011
|
|
Total Losses for the Nine Months Ended May 28, 2011
|
||||||||||||
Property held for sale
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
(605
|
)
|
|
$
|
(605
|
)
|
Total losses for nonrecurring measurements
|
|
|
|
|
|
|
|
|
$
|
(605
|
)
|
|
$
|
(605
|
)
|
(In thousands)
|
May 28,
2011 |
|
August 28,
2010 |
||||
Finished goods
|
$
|
34,103
|
|
|
$
|
21,200
|
|
Work-in-process
|
30,247
|
|
|
24,897
|
|
||
Raw materials
|
42,752
|
|
|
26,992
|
|
||
Total
|
107,102
|
|
|
73,089
|
|
||
LIFO reserve
|
(30,756
|
)
|
|
(29,563
|
)
|
||
Total inventories
|
$
|
76,346
|
|
|
$
|
43,526
|
|
(In thousands)
|
May 28,
2011 |
|
August 28,
2010 |
||||
Land
|
$
|
767
|
|
|
$
|
772
|
|
Buildings
|
49,140
|
|
|
49,309
|
|
||
Machinery and equipment
|
90,130
|
|
|
89,304
|
|
||
Transportation equipment
|
8,847
|
|
|
9,109
|
|
||
|
148,884
|
|
|
148,494
|
|
||
Less accumulated depreciation
|
(125,519
|
)
|
|
(122,817
|
)
|
||
Total property, plant and equipment, net
|
$
|
23,365
|
|
|
$
|
25,677
|
|
|
May 28, 2011
|
|
August 28, 2010
|
||||||||||
(In thousands)
|
Cost
|
Accumulated Amortization
|
|
Cost
|
Accumulated Amortization
|
||||||||
Goodwill
|
$
|
1,228
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Dealer network
|
534
|
|
21
|
|
|
—
|
|
—
|
|
||||
Trademarks
|
196
|
|
8
|
|
|
—
|
|
—
|
|
||||
Non-compete agreement
|
40
|
|
2
|
|
|
—
|
|
—
|
|
||||
Total
|
$
|
1,998
|
|
$
|
31
|
|
|
$
|
—
|
|
$
|
—
|
|
(In thousands)
|
Amount
|
|||
Year Ended:
|
2011
|
$
|
51
|
|
|
2012
|
79
|
|
|
|
2013
|
79
|
|
|
|
2014
|
79
|
|
|
|
2015
|
79
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Balance at beginning of period
|
$
|
8,068
|
|
|
$
|
6,567
|
|
|
$
|
7,634
|
|
|
$
|
6,408
|
|
Provision
|
1,441
|
|
|
1,677
|
|
|
4,258
|
|
|
4,158
|
|
||||
Claims paid
|
(1,542
|
)
|
|
(1,298
|
)
|
|
(3,925
|
)
|
|
(3,620
|
)
|
||||
Balance at end of period
|
$
|
7,967
|
|
|
$
|
6,946
|
|
|
$
|
7,967
|
|
|
$
|
6,946
|
|
(In thousands)
|
May 28,
2011 |
|
August 28,
2010 |
||||
Postretirement health care benefit cost
|
$
|
41,304
|
|
|
$
|
40,327
|
|
Non-qualified deferred compensation
|
24,810
|
|
|
25,372
|
|
||
Executive share option plan liability
|
10,767
|
|
|
8,698
|
|
||
SERP benefit liability
|
3,037
|
|
|
3,107
|
|
||
Executive deferred compensation
|
95
|
|
|
74
|
|
||
Total postretirement health care and deferred compensation benefits
|
80,013
|
|
|
77,578
|
|
||
Less current portion
|
(4,076
|
)
|
|
(3,997
|
)
|
||
Long-term postretirement health care and deferred compensation benefits
|
$
|
75,937
|
|
|
$
|
73,581
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Interest cost
|
$
|
476
|
|
|
$
|
495
|
|
|
$
|
1,429
|
|
|
$
|
1,484
|
|
Service cost
|
152
|
|
|
139
|
|
|
456
|
|
|
416
|
|
||||
Net amortization and deferral
|
(776
|
)
|
|
(831
|
)
|
|
(2,328
|
)
|
|
(2,493
|
)
|
||||
Net periodic postretirement benefit income
|
$
|
(148
|
)
|
|
$
|
(197
|
)
|
|
$
|
(443
|
)
|
|
$
|
(593
|
)
|
|
|
|
|
|
|
|
|
||||||||
Payments for postretirement health care
|
$
|
303
|
|
|
$
|
286
|
|
|
$
|
908
|
|
|
$
|
747
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Inventory repurchased
|
|
|
|
|
|
|
|
||||||||
Units
|
4
|
|
|
1
|
|
|
9
|
|
|
4
|
|
||||
Dollars
|
$
|
508
|
|
|
$
|
80
|
|
|
$
|
658
|
|
|
$
|
300
|
|
Inventory resold
|
|
|
|
|
|
|
|
||||||||
Units
|
4
|
|
|
1
|
|
|
9
|
|
|
5
|
|
||||
Cash collected
|
$
|
487
|
|
|
$
|
77
|
|
|
$
|
612
|
|
|
$
|
329
|
|
Loss recognized
|
$
|
21
|
|
|
$
|
3
|
|
|
$
|
46
|
|
|
$
|
44
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands, except per share data)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Income per share - basic:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,195
|
|
|
$
|
5,992
|
|
|
$
|
8,296
|
|
|
$
|
5,354
|
|
Weighted average shares outstanding
|
29,124
|
|
|
29,098
|
|
|
29,118
|
|
|
29,084
|
|
||||
Net income per share - basic
|
$
|
0.04
|
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Income per share - assuming dilution:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,195
|
|
|
$
|
5,992
|
|
|
$
|
8,296
|
|
|
$
|
5,354
|
|
Weighted average shares outstanding
|
29,124
|
|
|
29,098
|
|
|
29,118
|
|
|
29,084
|
|
||||
Dilutive impact of options and awards outstanding
|
28
|
|
|
9
|
|
|
17
|
|
|
13
|
|
||||
Weighted average shares and potential dilutive shares outstanding
|
29,152
|
|
|
29,107
|
|
|
29,135
|
|
|
29,097
|
|
||||
Net income per share - assuming dilution
|
$
|
0.04
|
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.18
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
May 28,
2011 |
|
May 29,
2010 |
|
May 28,
2011 |
|
May 29,
2010 |
||||||||
Net income
|
$
|
1,195
|
|
|
$
|
5,992
|
|
|
$
|
8,296
|
|
|
$
|
5,354
|
|
Amortization of prior service credit
|
(656
|
)
|
|
(652
|
)
|
|
(1,966
|
)
|
|
(1,956
|
)
|
||||
Amortization of actuarial loss
|
171
|
|
|
137
|
|
|
514
|
|
|
411
|
|
||||
Unrealized appreciation (depreciation) of investments
|
167
|
|
|
(78
|
)
|
|
(109
|
)
|
|
19
|
|
||||
Comprehensive income
|
$
|
877
|
|
|
$
|
5,399
|
|
|
$
|
6,735
|
|
|
$
|
3,828
|
|
|
Through April 30
|
|
Calendar Year
|
||||||||||||
U.S. Retail:
|
2011
|
|
|
2010
|
|
|
2010
|
2009
|
2008
|
||||||
Class A gas
|
22.5
|
%
|
|
24.2
|
%
|
|
23.7
|
%
|
|
22.9
|
%
|
|
23.2
|
%
|
|
Class A diesel
|
16.2
|
%
|
|
13.2
|
%
|
|
15.2
|
%
|
|
11.4
|
%
|
|
8.1
|
%
|
|
Total Class A
|
19.7
|
%
|
|
18.2
|
%
|
|
19.5
|
%
|
|
16.6
|
%
|
|
15.3
|
%
|
|
Class C
|
18.9
|
%
|
|
20.4
|
%
|
|
17.9
|
%
|
|
22.7
|
%
|
|
22.8
|
%
|
|
Total Class A and C
|
19.4
|
%
|
|
19.2
|
%
|
|
18.8
|
%
|
|
19.1
|
%
|
|
18.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class B
|
3.6
|
%
|
|
18.0
|
%
|
|
15.9
|
%
|
|
18.1
|
%
|
|
3.5
|
%
|
|
|
Through April 30
|
|
Calendar Year
|
||||||||||||
Canadian Retail:
|
2011
|
|
|
2010
|
|
|
2010
|
2009
|
2008
|
||||||
Class A gas
|
12.9
|
%
|
|
15.5
|
%
|
|
14.9
|
%
|
|
13.8
|
%
|
|
18.4
|
%
|
|
Class A diesel
|
20.9
|
%
|
|
7.6
|
%
|
|
9.9
|
%
|
|
7.0
|
%
|
|
5.3
|
%
|
|
Total Class A
|
16.7
|
%
|
|
11.5
|
%
|
|
12.6
|
%
|
|
10.0
|
%
|
|
12.4
|
%
|
|
Class C
|
16.1
|
%
|
|
17.0
|
%
|
|
13.8
|
%
|
|
9.5
|
%
|
|
19.5
|
%
|
|
Total Class A and C
|
16.5
|
%
|
|
13.5
|
%
|
|
13.2
|
%
|
|
9.8
|
%
|
|
15.7
|
%
|
|
|
|
|
|
|
As of Quarter End
|
||||||
(In units and presented in fiscal quarters, except for rolling 12 months)
|
Wholesale Deliveries
|
|
Retail Registrations
|
|
Dealer Inventory
|
|
Order Backlog
|
||||
4th Quarter 2009
|
605
|
|
|
1,235
|
|
|
1,694
|
|
|
940
|
|
1st Quarter 2010
|
794
|
|
|
921
|
|
|
1,567
|
|
|
1,521
|
|
2nd Quarter 2010
|
1,109
|
|
|
654
|
|
|
2,022
|
|
|
1,159
|
|
3rd Quarter 2010
|
1,366
|
|
|
1,388
|
|
|
2,000
|
|
|
935
|
|
Rolling 12 months (June 2009 through May 2010)
|
3,874
|
|
|
4,198
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||
4th Quarter 2010
|
1,164
|
|
|
1,120
|
|
|
2,044
|
|
|
818
|
|
1st Quarter 2011
|
1,115
|
|
|
1,093
|
|
|
2,066
|
|
|
698
|
|
2nd Quarter 2011
|
909
|
|
|
796
|
|
|
2,179
|
|
|
957
|
|
3rd Quarter 2011
|
1,283
|
|
|
1,394
|
|
|
2,068
|
|
|
642
|
|
Rolling 12 months (June 2010 through May 2011)
|
4,471
|
|
|
4,403
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||
Key comparison increases (decreases):
|
Wholesale
Deliveries
|
|
Retail
Registrations
|
|
Dealer
Inventory
|
|
Order
Backlog
|
||||
Rolling 12 month comparison (period ended May 2011 to period ended May 2010)
|
597
|
|
|
205
|
|
|
NA
|
|
|
NA
|
|
|
15.4
|
%
|
|
4.9
|
%
|
|
NA
|
|
|
NA
|
|
3rd quarter Fiscal 2011 as compared to 3rd quarter Fiscal 2010
|
(83
|
)
|
|
6
|
|
|
68
|
|
|
(293
|
)
|
|
(6.1
|
)%
|
|
0.4
|
%
|
|
3.4
|
%
|
|
(31.3
|
)%
|
3rd quarter Fiscal 2011 as compared to 2nd quarter Fiscal 2011
|
374
|
|
|
598
|
|
|
(111
|
)
|
|
(315
|
)
|
|
41.1
|
%
|
|
75.1
|
%
|
|
(5.1
|
)%
|
|
(32.9
|
)%
|
Fiscal 2011 through May 28, 2011 as compared to Fiscal 2010 through May 29, 2010
|
38
|
|
|
320
|
|
|
NA
|
|
|
NA
|
|
|
1.2
|
%
|
|
10.8
|
%
|
|
NA
|
|
|
NA
|
|
(1)
|
Class A, B and C wholesale shipments as reported by RVIA, rounded to the nearest hundred.
|
(2)
|
Class A, B and C retail registrations as reported by Statistical Surveys for the US and Canada combined, rounded to the nearest hundred.
|
(3)
|
Based upon forecasted 2011 Class A, B and C wholesale shipments as reported by RVIA in the Summer 2011 issue of Roadsigns.
|
(4)
|
Retail registrations for April 2011 as reported by Statistical Surveys do not include data for Maine and Minnesota.
|
(5)
|
Statistical Surveys has not issued a projection for 2011 retail demand.
|
|
As Of
|
||||||||||||||||
|
May 28, 2011
|
|
May 29, 2010
|
|
(Decrease) Increase
|
||||||||||||
|
Units
|
%
(1)
|
|
Units
|
%
(1)
|
|
|||||||||||
Class A gas
|
187
|
|
29.1
|
%
|
|
323
|
|
34.5
|
%
|
|
(136
|
)
|
(42.1
|
)%
|
|||
Class A diesel
|
113
|
|
17.6
|
%
|
|
234
|
|
25.0
|
%
|
|
(121
|
)
|
(51.7
|
)%
|
|||
Total Class A
|
300
|
|
46.7
|
%
|
|
557
|
|
59.6
|
%
|
|
(257
|
)
|
(46.1
|
)%
|
|||
Class B
|
130
|
|
20.2
|
%
|
|
34
|
|
3.6
|
%
|
|
96
|
|
282.4
|
%
|
|||
Class C
|
212
|
|
33.0
|
%
|
|
344
|
|
36.8
|
%
|
|
(132
|
)
|
(38.4
|
)%
|
|||
Total motor home backlog
(2)
|
642
|
|
100.0
|
%
|
|
935
|
|
100.0
|
%
|
|
(293
|
)
|
(31.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Fifth wheel
|
46
|
|
28.0
|
%
|
|
|
|
|
|
|
|||||||
Travel trailer
|
118
|
|
72.0
|
%
|
|
|
|
|
|
|
|||||||
Total towable backlog
(2)
|
164
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||
Total approximate backlog revenue (in 000's):
|
|
|
|
|
|
|
|
|
|||||||||
Motor home
|
$
|
61,924
|
|
|
|
$
|
93,214
|
|
|
|
$
|
(31,290
|
)
|
(33.6
|
)%
|
||
Towable
|
$
|
3,532
|
|
|
|
|
|
|
|
|
(1)
|
Percentages may not add due to rounding differences.
|
(2)
|
We include in our backlog all accepted purchase orders from dealers to be shipped within the next six months. Orders in backlog can be canceled or postponed at the option of the purchaser at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.
|
|
Quarter Ended
|
||||||||||||||||
(In thousands, except percent
and per share data)
|
May 28,
2011 |
% of
Revenues*
|
|
May 29,
2010 |
% of
Revenues*
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
135,568
|
|
100.0
|
%
|
|
$
|
134,813
|
|
100.0
|
%
|
|
$
|
755
|
|
0.6
|
%
|
Cost of goods sold
|
126,865
|
|
93.6
|
%
|
|
125,058
|
|
92.8
|
%
|
|
1,807
|
|
1.4
|
%
|
|||
Gross profit
|
8,703
|
|
6.4
|
%
|
|
9,755
|
|
7.2
|
%
|
|
(1,052
|
)
|
(10.8
|
)%
|
|||
Selling
|
3,608
|
|
2.7
|
%
|
|
3,107
|
|
2.3
|
%
|
|
501
|
|
16.1
|
%
|
|||
General and administrative
|
3,952
|
|
2.9
|
%
|
|
3,244
|
|
2.4
|
%
|
|
708
|
|
21.8
|
%
|
|||
Asset held for sale impairment
|
605
|
|
0.4
|
%
|
|
—
|
|
—
|
%
|
|
605
|
|
NMF
|
|
|||
Total operating expenses
|
8,165
|
|
6.0
|
%
|
|
6,351
|
|
4.7
|
%
|
|
1,814
|
|
28.6
|
%
|
|||
Operating income
|
538
|
|
0.4
|
%
|
|
3,404
|
|
2.5
|
%
|
|
(2,866
|
)
|
(84.2
|
)%
|
|||
Other non-operating income
|
76
|
|
0.1
|
%
|
|
158
|
|
0.1
|
%
|
|
(82
|
)
|
(51.9
|
)%
|
|||
Income before income taxes
|
614
|
|
0.5
|
%
|
|
3,562
|
|
2.6
|
%
|
|
(2,948
|
)
|
(82.8
|
)%
|
|||
Benefit for taxes
|
(581
|
)
|
(0.4
|
)%
|
|
(2,430
|
)
|
(1.8
|
)%
|
|
1,849
|
|
76.1
|
%
|
|||
Net income
|
$
|
1,195
|
|
0.9
|
%
|
|
$
|
5,992
|
|
4.4
|
%
|
|
$
|
(4,797
|
)
|
(80.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted income per share
|
$
|
0.04
|
|
|
|
$
|
0.21
|
|
|
|
$
|
(0.17
|
)
|
(81.0
|
)%
|
||
Fully diluted average shares outstanding
|
29,152
|
|
|
|
29,107
|
|
|
|
|
|
|||||||
* Percentages may not add due to rounding differences.
|
|
|
|
|
|
|
•
|
Towables: we had revenues of $7.2 million in towable products and parts.
|
•
|
Motor homes delivery revenues decreased $6.3 million or 4.9 percent primarily due to a
6.1 percent
decrease in unit deliveries. Other motor home revenue considerations:
|
◦
|
We achieved a modest improvement in the ASP during the quarter. This was partially offset by discounting initiatives to our dealers; thus motor home ASP increased
1.3 percent
.
|
◦
|
Other deductions from gross revenues: Incremental repurchase reserve expense of $260,000 was partially offset by reduced retail and wholesales incentives of $200,000.
|
•
|
Revenues for motor home parts, services and other manufactured parts were down 1.6%.
|
•
|
Our variable costs (material, labor, variable overhead, delivery, and warranty) increased to
84.8 percent
from
84.2 percent
as a percent of net revenues. Due to a significant decrease in inventory levels in the
third
quarter of Fiscal
2010
, we incurred a positive benefit to cost of goods sold of $431,000 from the liquidation of LIFO inventory values. Conversely, in the
third
quarter of
Fiscal 2011
, our inventory levels increased and we incurred LIFO expense of $410,000. In addition, commodity inflation (notably metals and petroleum based products) negatively impacted gross profit margin for the
third
quarter of
Fiscal 2011
by 0.6 percent. This pressure was partially offset by lower inventory scrap loss rates. Also partially offsetting these negative items was the reversal of accrued incentives of $714,000 established in the first half of the fiscal year.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs), research and development-related costs and stock-based compensation, increased to
8.8 percent
of net revenue compared to
8.6 percent
last year.
|
|
Nine Months Ended
|
||||||||||||||||
(In thousands, except percent
and per share data)
|
May 28,
2011 |
% of
Revenues*
|
|
May 29,
2010 |
% of
Revenues*
|
|
Increase
(Decrease) |
%
Change
|
|||||||||
Net revenues
|
$
|
365,872
|
|
100.0
|
%
|
|
$
|
326,359
|
|
100.0
|
%
|
|
$
|
39,513
|
|
12.1
|
%
|
Cost of goods sold
|
334,646
|
|
91.5
|
%
|
|
311,296
|
|
95.4
|
%
|
|
23,350
|
|
7.5
|
%
|
|||
Gross profit
|
31,226
|
|
8.5
|
%
|
|
15,063
|
|
4.6
|
%
|
|
16,163
|
|
107.3
|
%
|
|||
Selling
|
10,129
|
|
2.8
|
%
|
|
9,438
|
|
2.9
|
%
|
|
691
|
|
7.3
|
%
|
|||
General and administrative
|
11,623
|
|
3.2
|
%
|
|
10,056
|
|
3.1
|
%
|
|
1,567
|
|
15.6
|
%
|
|||
Assets held for sale impairment and (gain), net
|
(39
|
)
|
0.0
|
%
|
|
—
|
|
—
|
|
|
(39
|
)
|
NMF
|
|
|||
Total operating expenses
|
21,713
|
|
5.9
|
%
|
|
19,494
|
|
6.0
|
%
|
|
2,219
|
|
11.4
|
%
|
|||
Operating income (loss)
|
9,513
|
|
2.6
|
%
|
|
(4,431
|
)
|
(1.4
|
)%
|
|
13,944
|
|
314.7
|
%
|
|||
Other non-operating income
|
550
|
|
0.2
|
%
|
|
289
|
|
0.1
|
%
|
|
261
|
|
90.3
|
%
|
|||
Income (loss) before income taxes
|
10,063
|
|
2.8
|
%
|
|
(4,142
|
)
|
(1.3
|
)%
|
|
14,205
|
|
343.0
|
%
|
|||
Provision (benefit) for taxes
|
1,767
|
|
0.5
|
%
|
|
(9,496
|
)
|
(2.9
|
)%
|
|
11,263
|
|
118.6
|
%
|
|||
Net income
|
$
|
8,296
|
|
2.3
|
%
|
|
$
|
5,354
|
|
1.6
|
%
|
|
$
|
2,942
|
|
54.9
|
%
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted income per share
|
$
|
0.28
|
|
|
|
$
|
0.18
|
|
|
|
$
|
0.10
|
|
55.6
|
%
|
||
Fully diluted average shares outstanding
|
29,135
|
|
|
|
29,097
|
|
|
|
|
|
|||||||
* Percentages may not add due to rounding differences.
|
|
|
|
|
|
|
•
|
Pricing and mix: Our motor home ASP increased
6.9 percent
. This increase was primarily due to a shift to higher-priced product as our sales mix was more heavily weighted to higher-priced Class A product.
|
•
|
Volume increase: motor home deliveries increased by
1.2 percent
.
|
•
|
Other deductions from gross revenues: Our retail and other promotional incentives decreased
1.1 percent
(as a percent of net revenues). In the prior year, we had more retail incentive programs in place to help stimulate retail demand to move aged units at our dealers.
|
•
|
Non-motor home revenues: we had Towables product and parts revenues of $9.0 million. Revenues for motor
|
•
|
Cost of goods sold was positively impacted by an inventory adjustment as a result of the annual physical inventory performed in the second quarter of Fiscal 2011. The favorable adjustment was a result of lower actual inventory scrap and production material loss than recent historical experience, which had the effect of increasing gross profit and inventories by $3.5 million. This adjustment favorably impacted our material, labor, variable overhead and fixed overhead costs as a percentage of net revenues.
|
•
|
Cost of goods sold was negatively affected by $1.2 million LIFO expense compared to $34,000 LIFO income last year. This increase is due to significantly higher inventory levels this year. This increase in LIFO expense unfavorably impacted our material, labor, variable overhead and fixed overhead costs as a percentage of net revenues.
|
•
|
Variable costs (material, labor, variable overhead, delivery, and warranty) as a percent of net revenues decreased to
83.2 percent
from
85.9 percent
last year due to the mix of higher priced Class A motor homes sold and the positive results of the physical inventory in Fiscal 2011. Partially offsetting these positive items was increased commodity inflation this year.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs were
8.3 percent
of net revenues compared to
9.5 percent
last year. This difference was due to higher absorption of fixed costs as a result of higher production volume.
|
•
|
Net income of
$8.3 million
.
|
•
|
Net proceeds of $3.7 million due to the sale of CCMF.
|
•
|
ARS redemptions at par of
$6.5 million
. We have $11.2 million ARS at par value classified as long-term investments and $250,000 classified as short-term investments as of
May 28, 2011
. See
Note 6
.
|
•
|
Purchase of Towables for
$4.7 million
, net of cash acquired. See
Note 4
.
|
•
|
Increases in inventories as noted in the consolidated statement of cash flows of $30.1 million, primarily due to increases in finished goods and chassis inventory.
|
•
|
the diversion of management’s attention from the management of daily operations to the integration of operations;
|
•
|
difficulties in the assimilation and retention of employees; and
|
•
|
difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards, controls, including internal accounting controls, procedures and policies and expenses of any undisclosed or potential legal liabilities.
|
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.
|
|||
|
|
|
|
|
|
|
WINNEBAGO INDUSTRIES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
Date
|
July 1, 2011
|
|
/s/ Randy J. Potts
|
|
|
|
Randy J. Potts
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date
|
July 1, 2011
|
|
/s/ Sarah N. Nielsen
|
|
|
|
Sarah N. Nielsen
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");
|
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-15(e) and 15d-15(e) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of end of the period covered by this Quarterly Report based on such evaluation;
|
d.
|
disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's
third
fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involved management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
July 1, 2011
|
|
/s/ Randy Potts
|
|
|
|
Randy Potts
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");
|
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-15(e) and 15d-15(e) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of end of the period covered by this Quarterly Report based on such evaluation;
|
d.
|
disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's
third
fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involved management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
July 1, 2011
|
|
/s/ SARAH N. NIELSEN
|
|
|
|
Sarah N. Nielsen
|
|
|
|
Chief Financial Officer
|
a.
|
This Quarterly Report on Form 10-Q (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the quarter ended
May 28, 2011
as filed with the Securities and Exchange Commission on the date of this certificate, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
b.
|
the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
|
Date:
|
July 1, 2011
|
|
/s/ Randy Potts
|
|
|
|
Randy Potts
|
|
|
|
Chief Executive Officer
|
a.
|
This Quarterly Report on Form 10-Q (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the quarter ended
May 28, 2011
as filed with the Securities and Exchange Commission on the date of this certificate, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
b.
|
the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
|
Date:
|
July 1, 2011
|
|
/s/ SARAH N. NIELSEN
|
|
|
|
Sarah N. Nielsen
|
|
|
|
Chief Financial Officer
|