|
FORM 10-K
|
Iowa
|
|
42-0802678
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
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P.O. Box 152, Forest City, Iowa
|
|
50436
|
(Address of principal executive offices)
|
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(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
|
Common Stock ($.50 par value)
|
|
The New York Stock Exchange, Inc.
|
|
|
Chicago Stock Exchange, Inc.
|
|
|
Year Ended
(1)
|
||||||||||||||||||||||||||||
(In thousands)
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
|
August 30, 2008
|
|
August 25, 2007
|
||||||||||||||||||||
Motor homes
(2)
|
$
|
443,232
|
|
89.3
|
%
|
|
$
|
415,277
|
|
92.4
|
%
|
|
$
|
178,619
|
|
84.5
|
%
|
|
$
|
555,671
|
|
91.9
|
%
|
|
$
|
815,895
|
|
93.8
|
%
|
Towables
(3)
|
16,712
|
|
3.4
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||||
Motor home parts and services
|
13,105
|
|
2.6
|
%
|
|
13,655
|
|
3.0
|
%
|
|
12,559
|
|
5.9
|
%
|
|
16,923
|
|
2.8
|
%
|
|
16,413
|
|
1.9
|
%
|
|||||
Other manufactured products
|
23,369
|
|
4.7
|
%
|
|
20,552
|
|
4.6
|
%
|
|
20,341
|
|
9.6
|
%
|
|
31,758
|
|
5.3
|
%
|
|
37,844
|
|
4.3
|
%
|
|||||
Total net revenues
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
$
|
211,519
|
|
100.0
|
%
|
|
$
|
604,352
|
|
100.0
|
%
|
|
$
|
870,152
|
|
100.0
|
%
|
(1)
|
The fiscal year ended August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks.
|
(2)
|
Motor home unit revenue less discounts, sales promotions and incentives, and accrued loss on repurchase adjustments.
|
(3)
|
Includes towable units and parts.
|
•
|
Class A models are conventional motor homes constructed directly on medium- and heavy-duty truck chassis, which include the engine and drivetrain components. The living area and driver's compartment are designed and produced by the motor home manufacturer. We manufacture Class A motor homes with gas and diesel engines.
|
•
|
Class B models are panel-type vans to which sleeping, kitchen, and/or toilet facilities are added. These models may also have a top extension to provide more headroom. We manufacture Class B motor homes with diesel engines.
|
•
|
Class C models are motor homes built on van-type chassis onto which the motor home manufacturer constructs a living area with access to the driver's compartment. We manufacture Class C motor homes with gas and diesel engines.
|
Type
|
Winnebago
|
Itasca
|
Era
|
Class A (gas)
|
Vista, Sightseer, Adventurer
|
Sunstar, Sunova, Suncruiser
|
|
Class A (diesel)
|
Via, Journey, Tour
|
Reyo, Meridian, Ellipse
|
|
Class B
|
|
|
Era
|
Class C
|
Access, Access Premier, Aspect, View, View Profile
|
Impulse, Impulse Silver, Cambria, Navion, Navion iQ
|
|
|
Year Ended
(1)
|
|||||||||||||||||||||||
Units
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
|
August 30, 2008
|
|
August 25, 2007
|
|||||||||||||||
Class A
|
2,436
|
|
55.4
|
%
|
|
2,452
|
|
55.3
|
%
|
|
822
|
|
37.4
|
%
|
|
3,029
|
|
47.3
|
%
|
|
5,031
|
|
53.1
|
%
|
Class B
|
103
|
|
2.3
|
%
|
|
236
|
|
5.3
|
%
|
|
149
|
|
6.8
|
%
|
|
140
|
|
2.2
|
%
|
|
—
|
|
—
|
%
|
Class C
|
1,856
|
|
42.2
|
%
|
|
1,745
|
|
39.4
|
%
|
|
1,225
|
|
55.8
|
%
|
|
3,238
|
|
50.5
|
%
|
|
4,438
|
|
46.9
|
%
|
Total motor homes
|
4,395
|
|
100.0
|
%
|
|
4,433
|
|
100.0
|
%
|
|
2,196
|
|
100.0
|
%
|
|
6,407
|
|
100.0
|
%
|
|
9,469
|
|
100.0
|
%
|
(1)
|
The fiscal year ended August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks.
|
Type
|
Sunnybrook
|
Winnebago
|
Travel trailer
|
Bristol Bay, Brookside, Harmony, Raven, Sunset Creek, Sunset Creek Sport
|
Winnebago One
|
Fifth wheel
|
Bristol Bay, Brookside, Harmony, Raven
|
Winnebago Lite Five
|
Name
|
Office (Year First Elected an Officer)
|
Age
|
Robert J. Olson
(1)
|
Chairman of the Board (1996)
|
60
|
Randy J. Potts
|
Chief Executive Officer and President (2006)
|
52
|
Raymond M. Beebe
|
Vice President, General Counsel & Secretary (1974)
|
69
|
Robert L. Gossett
|
Vice President, Administration (1998)
|
60
|
Daryl W. Krieger
|
Vice President, Manufacturing (2010)
|
48
|
Roger W. Martin
|
Vice President, Sales and Marketing (2003)
|
51
|
Sarah N. Nielsen
|
Vice President, Chief Financial Officer (2005)
|
38
|
William J. O'Leary
|
Vice President, Product Development (2001)
|
62
|
Donald L. Heidemann
|
Treasurer and Director of Finance (2007)
|
39
|
•
|
overall consumer confidence and the level of discretionary consumer spending;
|
•
|
employment trends;
|
•
|
the adverse impact of global tensions on consumer spending and travel-related activities; and
|
•
|
adverse impact on margins of increases in raw material costs which we are
unable to pass on to customers without negatively affecting sales.
|
Location
|
Facility Type/Use
|
# of Buildings
|
Owned or Leased
|
Square
Footage
|
||
Forest City, Iowa
|
Manufacturing, maintenance, service and office
|
30
|
|
Owned
|
1,558,000
|
|
Forest City, Iowa
|
Warehouse
|
4
|
|
Owned
|
702,000
|
|
Charles City, Iowa
|
Manufacturing
|
2
|
|
Owned
|
161,000
|
|
Hampton, Iowa
|
Assets Held for Sale (Manufacturing)
|
2
|
|
Owned
|
135,000
|
|
Middlebury, Indiana
|
Manufacturing and office
|
4
|
|
Leased
|
277,000
|
|
|
|
42
|
|
|
2,833,000
|
|
Fiscal 2011
|
High
|
Low
|
Close
|
|
Fiscal 2010
|
High
|
Low
|
Close
|
||||||||||||
First Quarter
|
$
|
12.25
|
|
$
|
8.35
|
|
$
|
10.54
|
|
|
First Quarter
|
$
|
16.44
|
|
$
|
10.67
|
|
$
|
11.08
|
|
Second Quarter
|
16.60
|
|
10.20
|
|
14.22
|
|
|
Second Quarter
|
13.97
|
|
10.27
|
|
11.68
|
|
||||||
Third Quarter
|
15.77
|
|
11.25
|
|
11.52
|
|
|
Third Quarter
|
17.43
|
|
11.40
|
|
12.13
|
|
||||||
Fourth Quarter
|
11.74
|
|
6.31
|
|
7.14
|
|
|
Fourth Quarter
|
13.17
|
|
8.10
|
|
9.05
|
|
(1)
|
This number includes 618,445 stock options granted under the 2004 Incentive Compensation Plan, as amended (the "Plan"). Also included are 194,538 options granted under the 1997 Stock Option Plan.
|
(2)
|
This number represents stock options available for grant under the Plan as of
August 27, 2011
. The Plan replaced the 1997 Stock Option Plan
|
(3)
|
Our sole equity compensation plan not previously submitted to our shareholders for approval is the Directors' Deferred Compensation Plan. The Board of Directors may terminate the Directors' Deferred Compensation Plan at any time. If not terminated earlier, the Directors' Deferred Compensation Plan will automatically terminate on June 30, 2013. For a description of the key provisions of the Directors' Deferred Compensation Plan, see the information in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 13, 2011 under the caption "Director Compensation," which information is incorporated by reference herein.
|
(4)
|
Represents shares of common stock issued to a trust which underlie stock units, payable on a one-for-one basis, credited to stock unit accounts as of
August 27, 2011
under the Directors' Deferred Compensation Plan.
|
(5)
|
The table does not reflect a specific number of stock units which may be distributed pursuant to the Directors' Deferred Compensation Plan. The Directors' Deferred Compensation Plan does not limit the number of stock units issuable thereunder. The number of stock units to be distributed pursuant to the Directors' Deferred Compensation Plan will be based on the amount of the director's compensation deferred and the per share price of our common stock at the time of deferral.
|
|
Base Period
|
|
|
||||||||||||||
Company/Index
|
8/26/06
|
|
8/25/07
|
|
8/30/08
|
|
8/29/09
|
|
8/28/10
|
|
8/27/11
|
||||||
Winnebago Industries, Inc.
|
100.00
|
|
|
99.23
|
|
|
42.24
|
|
|
43.69
|
|
|
34.03
|
|
|
26.85
|
|
S&P 500 Index
|
100.00
|
|
|
116.36
|
|
|
103.06
|
|
|
84.93
|
|
|
89.65
|
|
|
101.07
|
|
Peer Group
|
100.00
|
|
|
109.40
|
|
|
72.12
|
|
|
66.76
|
|
|
82.14
|
|
|
112.76
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
Through August 31,
|
|
Calendar Year
|
||||||||
US Retail Motorized:
|
2011
|
2010
|
|
2010
|
2009
|
2008
|
|||||
Class A gas
|
22.4
|
%
|
23.0
|
%
|
|
23.7
|
%
|
22.9
|
%
|
23.2
|
%
|
Class A diesel
|
17.2
|
%
|
13.5
|
%
|
|
15.2
|
%
|
11.4
|
%
|
8.1
|
%
|
Total Class A
|
20.2
|
%
|
18.2
|
%
|
|
19.5
|
%
|
16.6
|
%
|
15.3
|
%
|
Class C
|
16.6
|
%
|
17.3
|
%
|
|
17.9
|
%
|
22.7
|
%
|
22.8
|
%
|
Total Class A and C
|
18.5
|
%
|
17.8
|
%
|
|
18.8
|
%
|
19.1
|
%
|
18.3
|
%
|
|
|
|
|
|
|
|
|||||
Class B
|
4.6
|
%
|
17.6
|
%
|
|
15.6
|
%
|
18.1
|
%
|
3.5
|
%
|
|
|
|
|
|
|
|
|||||
|
Through July 31,
|
|
Calendar Year
|
||||||||
Canadian Retail Motorized:
|
2011
|
2010
|
|
2010
|
2009
|
2008
|
|||||
Class A gas
|
16.4
|
%
|
14.8
|
%
|
|
14.9
|
%
|
13.8
|
%
|
18.4
|
%
|
Class A diesel
|
19.5
|
%
|
9.9
|
%
|
|
9.9
|
%
|
7.0
|
%
|
5.3
|
%
|
Total Class A
|
17.6
|
%
|
12.5
|
%
|
|
12.6
|
%
|
10.0
|
%
|
12.4
|
%
|
Class C
|
17.0
|
%
|
14.9
|
%
|
|
13.8
|
%
|
9.5
|
%
|
19.5
|
%
|
Total Class A and C
|
17.3
|
%
|
13.9
|
%
|
|
13.2
|
%
|
9.8
|
%
|
15.7
|
%
|
|
Through August 31, 2011
|
Through July 31, 2011
|
||
Retail Towable:
|
U.S.
|
Canadian
|
||
Travel trailer
|
0.6
|
%
|
0.3
|
%
|
Fifth Wheel
|
0.4
|
%
|
0.5
|
%
|
Total Towables
|
0.6
|
%
|
0.4
|
%
|
|
|
|
As of Quarter End
|
||||
(In units and presented in fiscal quarters)
|
Wholesale
Deliveries
|
Retail
Registrations
|
Dealer
Inventory
|
Order
Backlog
|
|||
First quarter 2010
|
794
|
|
921
|
|
1,567
|
1,521
|
|
Second quarter 2010
|
1,109
|
|
654
|
|
2,022
|
1,159
|
|
Third quarter 2010
|
1,366
|
|
1,388
|
|
2,000
|
935
|
|
Fourth quarter 2010
|
1,164
|
|
1,120
|
|
2,044
|
818
|
|
Fiscal 2010
|
4,433
|
|
4,083
|
|
|
|
|
|
|
|
|
|
|||
First quarter 2011
|
1,115
|
|
1,093
|
|
2,066
|
698
|
|
Second quarter 2011
|
909
|
|
796
|
|
2,179
|
957
|
|
Third quarter 2011
|
1,283
|
|
1,394
|
|
2,068
|
642
|
|
Fourth quarter 2011
|
1,088
|
|
1,198
|
|
1,958
|
681
|
|
Fiscal 2011
|
4,395
|
|
4,481
|
|
|
|
|
U.S. and Canada Industry Class A, B & C Motor Homes
|
|||||||||||||||||||
|
Wholesale Shipments
(1)
|
|
Retail Registrations
(2)
|
|||||||||||||||||
|
Calendar Year
|
|
Calendar Year
|
|||||||||||||||||
(In units)
|
2010
|
|
|
2009
|
|
Increase
|
Change
|
|
2010
|
|
|
2009
|
|
Increase
|
Change
|
|||||
First quarter
|
5,700
|
|
|
2,400
|
|
3,300
|
|
137.5
|
%
|
|
4,900
|
|
|
4,800
|
|
100
|
|
2.1
|
%
|
|
Second quarter
|
7,800
|
|
|
3,200
|
|
4,600
|
|
143.8
|
%
|
|
8,300
|
|
|
7,100
|
|
1,200
|
|
16.9
|
%
|
|
Third quarter
|
6,200
|
|
|
3,300
|
|
2,900
|
|
87.9
|
%
|
|
6,000
|
|
|
5,800
|
|
200
|
|
3.4
|
%
|
|
Fourth quarter
|
5,600
|
|
|
4,300
|
|
1,300
|
|
30.2
|
%
|
|
4,600
|
|
|
4,200
|
|
400
|
|
9.5
|
%
|
|
Total
|
25,300
|
|
|
13,200
|
|
12,100
|
|
91.7
|
%
|
|
23,800
|
|
|
21,900
|
|
1,900
|
|
8.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(In units)
|
2011
|
|
|
2010
|
|
Increase(Decrease)
|
Change
|
|
2011
|
|
|
2010
|
|
Increase(Decrease)
|
Change
|
|||||
First quarter
|
6,900
|
|
|
5,700
|
|
1,200
|
|
21.1
|
%
|
|
5,100
|
|
|
4,900
|
|
200
|
|
4.1
|
%
|
|
Second quarter
|
7,800
|
|
|
7,800
|
|
—
|
|
—
|
%
|
|
7,900
|
|
|
8,300
|
|
(400
|
)
|
(4.8
|
)%
|
|
July
|
1,700
|
|
|
1,900
|
|
(200
|
)
|
(10.5
|
)%
|
|
2,000
|
|
|
2,200
|
|
(200
|
)
|
(9.1
|
)%
|
|
August
|
1,900
|
|
|
2,300
|
|
(400
|
)
|
(17.4
|
)%
|
|
1,700
|
|
(4
|
)
|
1,900
|
|
(200
|
)
|
(10.5
|
)%
|
September
|
1,800
|
|
(3)
|
2,000
|
|
(200
|
)
|
(10.0
|
)%
|
|
|
(5
|
)
|
1,900
|
|
|
|
|||
Fourth quarter
|
4,300
|
|
(3)
|
5,600
|
|
(1,300
|
)
|
(23.2
|
)%
|
|
|
(5
|
)
|
4,600
|
|
|
|
|||
Total
|
24,400
|
|
(3)
|
25,300
|
|
(900
|
)
|
(3.6
|
)%
|
|
16,700
|
|
|
23,800
|
|
(600
|
)
|
(2.5
|
)%
|
(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 U.S. 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 Roadsigns Fall 2011 issue.
|
(4)
|
U.S. retail registrations for Class A, B and C for August 2011. Canadian retail registrations are not yet available.
|
(5)
|
Statistical Surveys has not issued a projection for 2011 retail demand.
|
|
U.S. and Canada Travel Trailer & Fifth Wheel Industry
|
||||||||||||||||||||
|
Wholesale Shipments
(1)
|
|
Retail Registrations
(2)
|
||||||||||||||||||
|
Calendar Year
|
|
Calendar Year
|
||||||||||||||||||
(In units)
|
2010
|
|
|
2009
|
|
Increase
|
Change
|
|
2010
|
|
|
2009
|
|
Increase
|
Change
|
||||||
First quarter
|
49,300
|
|
|
24,800
|
|
24,500
|
|
98.8
|
%
|
|
31,100
|
|
|
28,900
|
|
2,200
|
|
7.6
|
%
|
||
Second quarter
|
62,300
|
|
|
34,600
|
|
27,700
|
|
80.1
|
%
|
|
69,400
|
|
|
60,000
|
|
9,400
|
|
15.7
|
%
|
||
Third quarter
|
48,600
|
|
|
41,500
|
|
7,100
|
|
17.1
|
%
|
|
57,200
|
|
|
49,900
|
|
7,300
|
|
14.6
|
%
|
||
Fourth quarter
|
39,000
|
|
|
37,400
|
|
1,600
|
|
4.3
|
%
|
|
28,300
|
|
|
25,300
|
|
3,000
|
|
11.9
|
%
|
||
Total
|
199,200
|
|
|
138,300
|
|
60,900
|
|
44.0
|
%
|
|
186,000
|
|
|
164,100
|
|
21,900
|
|
13.3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In units)
|
2011
|
|
|
2010
|
|
Increase(Decrease)
|
Change
|
|
2011
|
|
|
2010
|
|
Increase(Decrease)
|
Change
|
||||||
First quarter
|
54,200
|
|
|
49,300
|
|
4,900
|
|
9.9
|
%
|
|
33,300
|
|
|
31,100
|
|
2,200
|
|
7.1
|
%
|
||
Second quarter
|
66,000
|
|
|
62,300
|
|
3,700
|
|
5.9
|
%
|
|
73,900
|
|
|
69,400
|
|
4,500
|
|
6.5
|
%
|
||
July
|
15,100
|
|
|
16,600
|
|
(1,500
|
)
|
(9.0
|
)%
|
|
21,600
|
|
|
21,900
|
|
(300
|
)
|
(1.4
|
)%
|
||
August
|
18,100
|
|
|
18,200
|
|
(100
|
)
|
(.5
|
)%
|
|
16,100
|
|
(4
|
)
|
19,400
|
|
(3,300
|
)
|
(17.0
|
)%
|
|
September
|
15,700
|
|
(3
|
)
|
13,800
|
|
1,900
|
|
13.8
|
%
|
|
|
(5
|
)
|
15,900
|
|
|
|
|||
Fourth quarter
|
39,700
|
|
(3
|
)
|
39,000
|
|
700
|
|
1.8
|
%
|
|
|
(5
|
)
|
28,300
|
|
|
|
|||
Total
|
208,800
|
|
(3
|
)
|
199,200
|
|
9,600
|
|
4.8
|
%
|
|
144,900
|
|
|
186,000
|
|
3,100
|
|
1.7
|
%
|
(1)
|
Towable wholesale shipments as reported by RVIA, rounded to the nearest hundred.
|
(2)
|
Towable retail registrations as reported by Statistical Surveys for the U.S. and Canada combined, rounded to the nearest hundred.
|
(3)
|
Based upon forecasted 2011 Towable wholesale shipments as reported by RVIA in the Roadsigns Fall 2011 issue.
|
(4)
|
U.S. retail registrations for Class A, B and C for August 2011. Canadian retail registrations are not yet available.
|
(5)
|
Statistical Surveys has not issued a projection for 2011 retail demand.
|
|
As Of
|
||||||||||||||||
(In units)
|
August 27, 2011
|
|
August 28, 2010
|
|
(Decrease)
Increase
|
%
Change
|
|||||||||||
Class A gas
|
230
|
|
33.8
|
%
|
|
272
|
|
33.2
|
%
|
|
(42
|
)
|
(15.4
|
)%
|
|||
Class A diesel
|
177
|
|
26.0
|
%
|
|
218
|
|
26.7
|
%
|
|
(41
|
)
|
(18.8
|
)%
|
|||
Total Class A
|
407
|
|
59.8
|
%
|
|
490
|
|
59.9
|
%
|
|
(83
|
)
|
(16.9
|
)%
|
|||
Class B
|
71
|
|
10.4
|
%
|
|
—
|
|
—
|
%
|
|
71
|
|
100.0
|
%
|
|||
Class C
|
203
|
|
29.8
|
%
|
|
328
|
|
40.1
|
%
|
|
(125
|
)
|
(38.1
|
)%
|
|||
Total motor home backlog
(1)
|
681
|
|
100.0
|
%
|
|
818
|
|
100.0
|
%
|
|
(137
|
)
|
(16.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
187
|
|
63.8
|
%
|
|
|
|
|
|
|
|||||||
Fifth wheel
|
106
|
|
36.2
|
%
|
|
|
|
|
|
|
|||||||
Total towable backlog
(1)
|
293
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||
Approximate backlog revenue
|
|
|
|
|
|
|
|
|
|||||||||
in thousands
|
|
|
|
|
|
|
|
|
|||||||||
Motor home
|
$
|
74,704
|
|
|
|
$
|
82,773
|
|
|
|
$
|
(8,069
|
)
|
(9.7
|
)%
|
||
Towable
|
$
|
6,669
|
|
|
|
|
|
|
|
|
(1)
|
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 dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.
|
|
Year Ended
|
||||||||||||||
(In thousands, except percent and per share data)
|
August 27,
2011 |
% of
Revenues
(1)
|
August 28,
2010 |
% of
Revenues
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
496,418
|
|
100.0
|
%
|
$
|
449,484
|
|
100.0
|
%
|
$
|
46,934
|
|
7.9
|
%
|
Cost of goods sold
|
456,664
|
|
92.0
|
%
|
423,217
|
|
94.2
|
%
|
33,447
|
|
7.9
|
%
|
|||
Gross profit
|
39,754
|
|
8.0
|
%
|
26,267
|
|
5.8
|
%
|
13,487
|
|
51.3
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
14,251
|
|
2.9
|
%
|
12,724
|
|
2.8
|
%
|
1,527
|
|
12.0
|
%
|
|||
General and administrative
|
14,263
|
|
2.9
|
%
|
13,023
|
|
2.9
|
%
|
1,240
|
|
9.5
|
%
|
|||
Assets held for sale impairment and (gain), net
|
(39
|
)
|
—
|
%
|
—
|
|
—
|
%
|
(39
|
)
|
NMF
|
|
|||
Operating expenses
|
28,475
|
|
5.7
|
%
|
25,747
|
|
5.7
|
%
|
2,728
|
|
10.6
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income
|
11,279
|
|
2.3
|
%
|
520
|
|
0.1
|
%
|
10,759
|
|
NMF
|
|
|||
Non-operating income
|
658
|
|
0.1
|
%
|
222
|
|
—
|
%
|
436
|
|
196.4
|
%
|
|||
Pre-tax income
|
11,937
|
|
2.4
|
%
|
742
|
|
0.2
|
%
|
11,195
|
|
NMF
|
|
|||
Provision (benefit) for taxes
|
94
|
|
—
|
%
|
(9,505
|
)
|
(2.1
|
)%
|
9,599
|
|
(101.0
|
)%
|
|||
Net income
|
$
|
11,843
|
|
2.4
|
%
|
$
|
10,247
|
|
2.3
|
%
|
$
|
1,596
|
|
15.6
|
%
|
Diluted income per share
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
$
|
0.06
|
|
17.1
|
%
|
||
Diluted average shares outstanding
|
29,148
|
|
|
29,101
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||||||
(In units)
|
August 27,
2011 |
Product
Mix %
(1)
|
August 28,
2010 |
Product
Mix %
(1)
|
Increase(Decrease)
|
%
Change
|
|||||||||
Motor homes:
|
|
|
|
|
|
|
|||||||||
Class A gas
|
1,518
|
|
34.5
|
%
|
1,483
|
|
33.4
|
%
|
35
|
|
2.4
|
%
|
|||
Class A diesel
|
918
|
|
20.9
|
%
|
969
|
|
21.9
|
%
|
(51
|
)
|
(5.3
|
)%
|
|||
Total Class A
|
2,436
|
|
55.4
|
%
|
2,452
|
|
55.3
|
%
|
(16
|
)
|
(0.7
|
)%
|
|||
Class B
|
103
|
|
2.3
|
%
|
236
|
|
5.3
|
%
|
(133
|
)
|
(56.4
|
)%
|
|||
Class C
|
1,856
|
|
42.2
|
%
|
1,745
|
|
39.4
|
%
|
111
|
|
6.4
|
%
|
|||
Total motor home deliveries
|
4,395
|
|
100.0
|
%
|
4,433
|
|
100.0
|
%
|
(38
|
)
|
(0.9
|
)%
|
|||
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
$
|
102
|
|
|
$
|
96
|
|
|
$
|
6
|
|
6.7
|
%
|
||
|
|
|
|
|
|
|
|||||||||
Towables:
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
575
|
|
74.8
|
%
|
|
|
|
|
|||||||
Fifth wheel
|
194
|
|
25.2
|
%
|
|
|
|
|
|||||||
Total towable deliveries
|
769
|
|
100.0
|
%
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
$
|
21
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 27, 2011
|
|
August 28, 2010
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||||
Motor homes
(1)
|
$
|
443,232
|
|
89.3
|
%
|
|
$
|
415,277
|
|
92.4
|
%
|
|
$
|
27,955
|
|
6.7
|
%
|
Towables
(2)
|
16,712
|
|
3.4
|
%
|
|
—
|
|
—
|
%
|
|
16,712
|
|
100.0
|
%
|
|||
Motor home parts and services
|
13,105
|
|
2.6
|
%
|
|
13,655
|
|
3.0
|
%
|
|
(550
|
)
|
(4.0
|
)%
|
|||
Other manufactured products
|
23,369
|
|
4.7
|
%
|
|
20,552
|
|
4.6
|
%
|
|
2,817
|
|
13.7
|
%
|
|||
Total net revenues
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
$
|
46,934
|
|
10.4
|
%
|
(1)
|
Motor home unit revenue less discounts, sales promotions and incentives, and accrued loss on repurchase adjustments.
|
(2)
|
Includes towable units and parts.
|
•
|
Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, decreased to
84.0%
this year from
85.2%
last year which was primarily a result of increased sales volume. Also impacting our variable costs were the following two significant items:
|
◦
|
Our variable costs were 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 the 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. Conversely, a negative inventory adjustment of $600,000 was recorded in the fourth quarter of
Fiscal 2011
as a result of a Towables physical inventory. These adjustments in the aggregate favorably impacted our material, labor, variable overhead and fixed overhead costs by 0.6% as a percentage of net revenues.
|
◦
|
Our variable costs were unfavorably impacted by $
2.1 million
, or 0.4%, of net revenues this year due to last-in, first-out (LIFO) inventory expense, as compared to a LIFO inventory gain on liquidation of $
783,000
, or 0.2%, of net revenues last year. This increase is due to inflation and higher inventory levels this year.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to
8.0%
of net revenues compared to
8.9%
last year. With similar spending levels, the difference was due primarily to increased revenues this year.
|
•
|
All factors considered, gross profit increased to
8.0%
of net revenues from
5.8%
of net revenues.
|
|
Year Ended
|
||||||||||
|
August 27, 2011
|
|
August 28, 2010
|
||||||||
(In thousands)
|
Amount
|
Effective
Rate
|
|
Amount
|
Effective
Rate
|
||||||
Tax expense on current operations
|
$
|
2,596
|
|
21.7
|
%
|
|
$
|
667
|
|
89.9
|
%
|
Valuation allowance decrease
|
(2,013
|
)
|
(16.8
|
)%
|
|
(5,456
|
)
|
(735.3
|
)%
|
||
Uncertain tax positions settlements and adjustments
|
(489
|
)
|
(4.1
|
)%
|
|
(3,195
|
)
|
(430.6
|
)%
|
||
Amended state tax returns and other items
|
—
|
|
—
|
%
|
|
(1,521
|
)
|
(205.0
|
)%
|
||
Total provision (benefit) for taxes
|
$
|
94
|
|
0.8
|
%
|
|
$
|
(9,505
|
)
|
(1,281.0
|
)%
|
|
Year Ended
|
||||||||||||||
(In thousands, except percent and per share data)
|
August 28,
2010 |
% of
Revenues
(1)
|
August 29,
2009 |
% of
Revenues
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
449,484
|
|
100.0
|
%
|
$
|
211,519
|
|
100.0
|
%
|
$
|
237,965
|
|
112.5
|
%
|
Cost of goods sold
|
423,217
|
|
94.2
|
%
|
242,265
|
|
114.5
|
%
|
180,952
|
|
74.7
|
%
|
|||
Gross profit (deficit)
|
26,267
|
|
5.8
|
%
|
(30,746
|
)
|
(14.5
|
)%
|
57,013
|
|
(185.4
|
)%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
12,724
|
|
2.8
|
%
|
12,616
|
|
6.0
|
%
|
108
|
|
0.9
|
%
|
|||
General and administrative
|
13,023
|
|
2.9
|
%
|
15,298
|
|
7.2
|
%
|
(2,275
|
)
|
(14.9
|
)%
|
|||
Asset impairment
|
—
|
|
—
|
%
|
855
|
|
0.4
|
%
|
(855
|
)
|
(100.0
|
)%
|
|||
Operating expenses
|
25,747
|
|
5.7
|
%
|
28,769
|
|
13.6
|
%
|
(3,022
|
)
|
(10.5
|
)%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
|
520
|
|
0.1
|
%
|
(59,515
|
)
|
(28.1
|
)%
|
60,035
|
|
(100.9
|
)%
|
|||
Non-operating income
|
222
|
|
—
|
%
|
1,452
|
|
0.7
|
%
|
(1,230
|
)
|
(84.7
|
)%
|
|||
Pre-tax income (loss)
|
742
|
|
0.2
|
%
|
(58,063
|
)
|
(27.5
|
)%
|
58,805
|
|
101.3
|
%
|
|||
(Benefit) provision for taxes
|
(9,505
|
)
|
(2.1
|
)%
|
20,703
|
|
9.8
|
%
|
(30,208
|
)
|
(145.9
|
)%
|
|||
Net income (loss)
|
$
|
10,247
|
|
2.3
|
%
|
$
|
(78,766
|
)
|
(37.2
|
)%
|
$
|
89,013
|
|
113.0
|
%
|
Diluted income (loss) per share
|
$
|
0.35
|
|
|
$
|
(2.71
|
)
|
|
$
|
3.06
|
|
113.0
|
%
|
||
Diluted average shares outstanding
|
29,101
|
|
|
29,051
|
|
|
|
|
(1)
|
Percentages may not add due to rounding differences.
|
|
Year Ended
|
||||||||||||||
(In units)
|
August 28,
2010 |
Product
Mix %
|
August 29,
2009 |
Product
Mix %
|
Increase
|
%
Change
|
|||||||||
Class A gas
|
1,483
|
|
33.4
|
%
|
480
|
|
21.8
|
%
|
1,003
|
|
209.0
|
%
|
|||
Class A diesel
|
969
|
|
21.9
|
%
|
342
|
|
15.6
|
%
|
627
|
|
183.3
|
%
|
|||
Total Class A
|
2,452
|
|
55.3
|
%
|
822
|
|
37.4
|
%
|
1,630
|
|
198.3
|
%
|
|||
Class B
|
236
|
|
5.3
|
%
|
149
|
|
6.8
|
%
|
87
|
|
58.4
|
%
|
|||
Class C
|
1,745
|
|
39.4
|
%
|
1,225
|
|
55.8
|
%
|
520
|
|
42.4
|
%
|
|||
Total deliveries
|
4,433
|
|
100.0
|
%
|
2,196
|
|
100.0
|
%
|
2,237
|
|
101.9
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
$
|
96
|
|
|
$
|
87
|
|
|
$
|
9
|
|
10.3
|
%
|
•
|
Volume: The primary reason for the net revenue increase was an increase of unit deliveries of
101.9%
.
|
•
|
Pricing and mix: Our ASP increased
10.3%
. This increase was primarily due to a shift in mix of more Class A motor homes, our higher-priced products. Class A products were
55.3%
of our volume for
Fiscal 2010
compared to
37.4%
in
Fiscal 2009
. Our ASP also increased due to a significant reduction in product discounts in
Fiscal 2010
due to improved market conditions.
|
•
|
Promotional incentives: Our retail and other incentives decreased significantly, a decrease of 2.5% (as a percentage of net revenues) due to improvement in the motor home market.
|
•
|
Repurchases: Our losses on repurchases of motor homes were lower in
Fiscal 2010
, also a result of improvement in the motor home market. As a percentage of net revenues, repurchase expense was 0.1% for
Fiscal 2010
compared to 1.2% last year.
|
•
|
Other revenue: Revenues for motor home parts and services and other manufactured products increased by 4.0%.
|
•
|
The increase in our variable costs (materials, direct labor, variable overhead, delivery expense and warranty) of $181.4 million was primarily caused by increased sales volume. Total variable costs, as a percent of net revenues, decreased to 85.2% for
Fiscal 2010
from 95.3% in
Fiscal 2009
. The 10.1% decrease was primarily caused by decreased discounting and promotional incentives.
|
•
|
Our variable costs were favorably impacted by $780,000, or 0.2%, of net revenues for
Fiscal 2010
due to the reduction of LIFO inventory liquidation, as compared to LIFO inventory liquidation of $7.0 million, or 3.3%, of net revenues in
Fiscal 2009
.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to 8.9% of net revenues compared to 19.2% in
Fiscal 2009
. This difference was due primarily to higher absorption of fixed costs as a result of significantly higher production volume.
|
•
|
All factors considered, gross profit increased from a gross deficit of 14.5% of net revenues in
Fiscal 2009
to a gross profit of 5.8% of net revenues in
Fiscal 2010
.
|
|
Year Ended
|
||||||||||
|
August 28, 2010
|
|
August 29, 2009
|
||||||||
(Dollars in thousands)
|
Amount
|
Effective
Rate
|
|
Amount
|
Effective
Rate
|
||||||
Tax expense (benefit) from current operations
|
$
|
667
|
|
89.9
|
%
|
|
$
|
(22,898
|
)
|
(39.5
|
)%
|
Valuation allowance
|
(5,456
|
)
|
(735.3
|
)%
|
|
44,976
|
|
77.5
|
%
|
||
Uncertain tax positions settlements and adjustments
|
(3,195
|
)
|
(430.6
|
)%
|
|
(500
|
)
|
(0.9
|
)%
|
||
Amended state returns and other items
|
(1,521
|
)
|
(205.0
|
)%
|
|
(875
|
)
|
(1.5
|
)%
|
||
Total (benefit) provision for taxes
|
$
|
(9,505
|
)
|
(1,281.0
|
)%
|
|
$
|
20,703
|
|
35.6
|
%
|
•
|
Increase in inventory of
$23.8 million
: The increase was primarily a result of increased raw chassis inventory on hand due to the slowdown of the market in the last six months of
Fiscal 2011
, additional inventory due to resuming Class B production in April 2011, a higher average cost per unit due to the mix of product ordered by our dealers, and additional investment in Towables inventory since the SunnyBrook acquisition.
|
•
|
Auction Rate Securities (ARS) redemptions of $7.2 million: We have $10.7 million remaining ARS at par value classified as long-term investments as of
August 27, 2011
. See further discussion in
Note 4
.
|
•
|
Sale of property for
$4.1 million
: During
Fiscal 2011
we sold an idled assembly facility in Charles City, Iowa held for sale and a smaller, unused facility adjacent to our Forest City operations.
|
•
|
Acquisition of SunnyBrook for
$4.7 million
: On December 29, 2010, we purchased substantially all the assets of SunnyBrook RV, Inc. a manufacturer of travel trailers and fifth wheels, described in further detail in
Note 2
.
|
|
Payments Due By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal
2012
|
Fiscal
2013-2014
|
Fiscal
2015-2016
|
More than
5 Years
|
||||||||||
Postretirement health care obligations
(1)
|
$
|
41,370
|
|
$
|
1,276
|
|
$
|
3,213
|
|
$
|
3,982
|
|
$
|
32,899
|
|
Deferred compensation obligations
(1)
|
24,715
|
|
2,491
|
|
4,758
|
|
4,229
|
|
13,237
|
|
|||||
Executive share option obligations
(1)
|
9,286
|
|
—
|
|
2,380
|
|
2,549
|
|
4,357
|
|
|||||
Supplemental executive retirement plan benefit obligations
(1)
|
3,086
|
|
228
|
|
402
|
|
304
|
|
2,152
|
|
|||||
Operating leases
(2)
|
2,439
|
|
797
|
|
1,404
|
|
238
|
|
—
|
|
|||||
Contracted services
|
780
|
|
765
|
|
15
|
|
—
|
|
—
|
|
|||||
Unrecognized tax benefits
(3)
|
5,387
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
87,063
|
|
$
|
5,557
|
|
$
|
12,172
|
|
$
|
11,302
|
|
$
|
52,645
|
|
|
Expiration By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal 2012
|
Fiscal
2013-2014
|
Fiscal
2015-2016
|
More than
5 Years
|
||||||||||
Formal repurchase obligations
(3)
|
$
|
133,368
|
|
$
|
57,899
|
|
$
|
75,469
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
See
Note 10
.
|
(2)
|
See
Note 11
.
|
(3)
|
We are not able to reasonably estimate in which future periods these amounts will ultimately be settled.
|
Index to Financial Statements
|
Page
|
|
|
1.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;
|
2.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and
|
3.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
/s/ Randy J. Potts
|
|
/s/ Sarah N. Nielsen
|
Randy J. Potts
|
|
Sarah N. Nielsen
|
Chief Executive Officer and President
|
|
Vice President, Chief Financial Officer
|
|
|
|
October 25, 2011
|
|
October 25, 2011
|
|
Year Ended
|
||||||||
(In thousands, except per share data)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Net revenues
|
$
|
496,418
|
|
$
|
449,484
|
|
$
|
211,519
|
|
Cost of goods sold
|
456,664
|
|
423,217
|
|
242,265
|
|
|||
Gross profit (deficit)
|
39,754
|
|
26,267
|
|
(30,746
|
)
|
|||
|
|
|
|
||||||
Operating expenses:
|
|
|
|
||||||
Selling
|
14,251
|
|
12,724
|
|
12,616
|
|
|||
General and administrative
|
14,263
|
|
13,023
|
|
15,298
|
|
|||
Assets held for sale impairment and (gain), net
|
(39
|
)
|
—
|
|
855
|
|
|||
Total operating expenses
|
28,475
|
|
25,747
|
|
28,769
|
|
|||
|
|
|
|
||||||
Operating income (loss)
|
11,279
|
|
520
|
|
(59,515
|
)
|
|||
|
|
|
|
||||||
Non-operating income
|
658
|
|
222
|
|
1,452
|
|
|||
Income (loss) before income taxes
|
11,937
|
|
742
|
|
(58,063
|
)
|
|||
|
|
|
|
||||||
Provision (benefit) for taxes
|
94
|
|
(9,505
|
)
|
20,703
|
|
|||
Net income (loss)
|
$
|
11,843
|
|
$
|
10,247
|
|
$
|
(78,766
|
)
|
|
|
|
|
||||||
Income (loss) per common share:
|
|
|
|
||||||
Basic
|
$
|
0.41
|
|
$
|
0.35
|
|
$
|
(2.71
|
)
|
Diluted
|
$
|
0.41
|
|
$
|
0.35
|
|
$
|
(2.71
|
)
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
||||||
Basic
|
29,121
|
|
29,091
|
|
29,040
|
|
|||
Diluted
|
29,148
|
|
29,101
|
|
29,051
|
|
(1)
|
See notes to consolidated financial statements.
|
(In thousands, except per share data)
|
August 27, 2011
|
August 28, 2010
|
||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
69,307
|
|
$
|
74,691
|
|
Receivables, less allowance for doubtful accounts ($76 and $91, respectively)
|
19,981
|
|
18,798
|
|
||
Inventories
|
69,165
|
|
43,526
|
|
||
Prepaid expenses and other assets
|
4,227
|
|
4,570
|
|
||
Income taxes receivable
|
1,525
|
|
132
|
|
||
Deferred income taxes
|
649
|
|
—
|
|
||
Total current assets
|
164,854
|
|
141,717
|
|
||
Property, plant and equipment, net
|
22,589
|
|
25,677
|
|
||
Assets held for sale
|
600
|
|
4,254
|
|
||
Long-term investments
|
10,627
|
|
17,785
|
|
||
Investment in life insurance
|
23,669
|
|
23,250
|
|
||
Goodwill
|
1,228
|
|
—
|
|
||
Amortizable intangible assets
|
720
|
|
—
|
|
||
Other assets
|
15,640
|
|
14,674
|
|
||
Total assets
|
$
|
239,927
|
|
$
|
227,357
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable
|
$
|
21,610
|
|
$
|
19,725
|
|
Income taxes payable
|
104
|
|
99
|
|
||
Accrued expenses:
|
|
|
||||
Accrued compensation
|
10,841
|
|
10,529
|
|
||
Product warranties
|
7,335
|
|
7,634
|
|
||
Self-insurance
|
3,203
|
|
4,409
|
|
||
Accrued loss on repurchases
|
1,174
|
|
1,362
|
|
||
Promotional
|
2,177
|
|
1,817
|
|
||
Other
|
4,874
|
|
4,797
|
|
||
Total current liabilities
|
51,318
|
|
50,372
|
|
||
Total long-term liabilities:
|
|
|
||||
Unrecognized tax benefits
|
5,387
|
|
5,877
|
|
||
Postretirement health care and deferred compensations benefits
|
74,492
|
|
73,581
|
|
||
Total long-term liabilities
|
79,879
|
|
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
|
30,131
|
|
29,464
|
|
||
Retained earnings
|
432,518
|
|
420,675
|
|
||
Accumulated other comprehensive income
|
(454
|
)
|
1,242
|
|
||
Treasury stock, at cost (22,641 and 22,661 shares, respectively)
|
(379,353
|
)
|
(379,742
|
)
|
||
Total stockholders' equity
|
108,730
|
|
97,527
|
|
||
Total liabilities and stockholders' equity
|
$
|
239,927
|
|
$
|
227,357
|
|
|
Common Shares
|
Additional
Paid-In
Capital
(APIC)
|
Retained Earnings
|
Accum-
ulated
Other
Compre-
hensive
Income
|
Treasury Stock
|
Total
Stock-
holders' Equity
|
||||||||||||||||
(In thousands, except per share data)
|
Number
|
Amount
|
Number
|
Amount
|
||||||||||||||||||
Balance, August 30, 2008
|
51,776
|
|
$
|
25,888
|
|
$
|
29,632
|
|
$
|
489,194
|
|
$
|
9,813
|
|
(22,706
|
)
|
$
|
(380,603
|
)
|
$
|
173,924
|
|
Stock option exercises
|
—
|
|
—
|
|
(7
|
)
|
—
|
|
—
|
|
1
|
|
17
|
|
10
|
|
||||||
Utilization of APIC pool due to stock award
|
—
|
|
—
|
|
(411
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(411
|
)
|
||||||
Issuance of stock to directors
|
—
|
|
—
|
|
(312
|
)
|
—
|
|
—
|
|
31
|
|
518
|
|
206
|
|
||||||
Forfeitures
|
|
—
|
|
20
|
|
—
|
|
—
|
|
(1
|
)
|
(20
|
)
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
804
|
|
—
|
|
—
|
|
—
|
|
—
|
|
804
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
(163
|
)
|
(163
|
)
|
||||||
Prior service cost and actuarial loss, net of $2,263 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,243
|
)
|
—
|
|
—
|
|
(4,243
|
)
|
||||||
Unrealized appreciation of investments, net of $586 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
970
|
|
—
|
|
—
|
|
970
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(78,766
|
)
|
—
|
|
—
|
|
—
|
|
(78,766
|
)
|
||||||
Balance, August 29, 2009
|
51,776
|
|
$
|
25,888
|
|
$
|
29,726
|
|
$
|
410,428
|
|
$
|
6,540
|
|
(22,690
|
)
|
$
|
(380,251
|
)
|
$
|
92,331
|
|
Stock option exercises
|
—
|
|
—
|
|
(171
|
)
|
—
|
|
—
|
|
31
|
|
511
|
|
340
|
|
||||||
Utilization of APIC pool due to stock award
|
—
|
|
—
|
|
(327
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(327
|
)
|
||||||
Issuance of stock to directors
|
—
|
|
—
|
|
(75
|
)
|
—
|
|
—
|
|
15
|
|
251
|
|
176
|
|
||||||
Forfeitures
|
—
|
|
—
|
|
(58
|
)
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
(61
|
)
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
369
|
|
—
|
|
—
|
|
—
|
|
—
|
|
369
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(17
|
)
|
(250
|
)
|
(250
|
)
|
||||||
Prior service cost and actuarial loss, net of $1,260 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,511
|
)
|
—
|
|
—
|
|
(5,511
|
)
|
||||||
Unrealized appreciation of investments, net of $128 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
213
|
|
—
|
|
—
|
|
213
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
10,247
|
|
—
|
|
—
|
|
—
|
|
10,247
|
|
||||||
Balance, August 28, 2010
|
51,776
|
|
$
|
25,888
|
|
$
|
29,464
|
|
$
|
420,675
|
|
$
|
1,242
|
|
(22,661
|
)
|
$
|
(379,742
|
)
|
$
|
97,527
|
|
Stock option exercises
|
—
|
|
—
|
|
(48
|
)
|
—
|
|
—
|
|
9
|
|
151
|
|
103
|
|
||||||
Utilization of APIC pool due to stock award
|
—
|
|
—
|
|
(189
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(189
|
)
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
(42
|
)
|
|
|
2
|
|
42
|
|
—
|
|
||||||||
Issuance of stock to directors
|
—
|
|
—
|
|
(97
|
)
|
—
|
|
—
|
|
17
|
|
286
|
|
189
|
|
||||||
Forfeitures
|
—
|
|
—
|
|
(83
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(83
|
)
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
1,126
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,126
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
(90
|
)
|
(90
|
)
|
||||||
Prior service cost and actuarial loss, net of $1,166 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,691
|
)
|
—
|
|
—
|
|
(1,691
|
)
|
||||||
Unrealized depreciation of investments, net of $3 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
(5
|
)
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
11,843
|
|
—
|
|
—
|
|
—
|
|
11,843
|
|
||||||
Balance, August 27, 2011
|
51,776
|
|
$
|
25,888
|
|
$
|
30,131
|
|
$
|
432,518
|
|
$
|
(454
|
)
|
(22,641
|
)
|
$
|
(379,353
|
)
|
$
|
108,730
|
|
(1)
|
See notes to consolidated financial statements.
|
|
Year Ended
|
||||||||
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Operating activities:
|
|
|
|
||||||
Net income (loss)
|
$
|
11,843
|
|
$
|
10,247
|
|
$
|
(78,766
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
5,492
|
|
6,340
|
|
7,834
|
|
|||
LIFO expense (income)
|
2,075
|
|
(783
|
)
|
(6,972
|
)
|
|||
Asset impairment
|
605
|
|
—
|
|
855
|
|
|||
Stock-based compensation
|
1,315
|
|
546
|
|
1,010
|
|
|||
Deferred income taxes including valuation allowance
|
517
|
|
—
|
|
37,440
|
|
|||
Postretirement benefit income and deferred compensation expense
|
1,378
|
|
1,275
|
|
1,252
|
|
|||
Provision (reduction) for doubtful accounts
|
11
|
|
(37
|
)
|
73
|
|
|||
(Gain) loss on disposal of property
|
(994
|
)
|
25
|
|
75
|
|
|||
Gain on life insurance
|
(372
|
)
|
—
|
|
(5
|
)
|
|||
Other
|
90
|
|
111
|
|
137
|
|
|||
Increase in cash surrender value of life insurance policies
|
(969
|
)
|
(1,090
|
)
|
(858
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
||||||
Inventories
|
(23,792
|
)
|
4,107
|
|
70,718
|
|
|||
Receivables and prepaid assets
|
101
|
|
(8,550
|
)
|
(2,074
|
)
|
|||
Income taxes and unrecognized tax benefits
|
(2,127
|
)
|
14,692
|
|
(8,708
|
)
|
|||
Accounts payable and accrued expenses
|
(1,551
|
)
|
9,756
|
|
(10,567
|
)
|
|||
Postretirement and deferred compensation benefits
|
(3,741
|
)
|
(3,600
|
)
|
(3,172
|
)
|
|||
Net cash (used in) provided by operating activities
|
(10,119
|
)
|
33,039
|
|
8,272
|
|
|||
|
|
|
|
||||||
Investing activities:
|
|
|
|
||||||
Proceeds from the sale of investments, at par
|
7,150
|
|
15,850
|
|
8,900
|
|
|||
Proceeds from life insurance
|
659
|
|
—
|
|
146
|
|
|||
Purchases of property and equipment
|
(2,109
|
)
|
(1,874
|
)
|
(3,473
|
)
|
|||
Proceeds from the sale of property
|
4,143
|
|
96
|
|
296
|
|
|||
Cash paid for acquisition, net of cash acquired
|
(4,694
|
)
|
—
|
|
—
|
|
|||
Other
|
(914
|
)
|
262
|
|
(883
|
)
|
|||
Net cash provided by investing activities
|
4,235
|
|
14,334
|
|
4,986
|
|
|||
|
|
|
|
||||||
Financing activities:
|
|
|
|
||||||
Payments for purchases of common stock
|
(89
|
)
|
(250
|
)
|
(163
|
)
|
|||
Payments of cash dividends
|
—
|
|
—
|
|
(3,489
|
)
|
|||
(Payments) borrowings on ARS portfolio
|
—
|
|
(9,100
|
)
|
9,100
|
|
|||
Proceeds from exercise of stock options
|
83
|
|
280
|
|
9
|
|
|||
Other
|
506
|
|
(178
|
)
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
500
|
|
(9,248
|
)
|
5,457
|
|
|||
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(5,384
|
)
|
38,125
|
|
18,715
|
|
|||
Cash and cash equivalents at beginning of year
|
74,691
|
|
36,566
|
|
17,851
|
|
|||
Cash and cash equivalents at end of year
|
$
|
69,307
|
|
$
|
74,691
|
|
$
|
36,566
|
|
|
|
|
|
||||||
Supplement cash flow disclosure:
|
|
|
|
||||||
Income taxes paid (refunded)
|
$
|
1,703
|
|
$
|
(24,356
|
)
|
$
|
191
|
|
(1)
|
See notes to consolidated financial statements.
|
Asset Class
|
Asset Life
|
Buildings
|
10-30 years
|
Machinery and equipment
|
3-10 years
|
Transportation equipment
|
4-6 years
|
(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
|
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets in nonactive markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
|
|
Fair Value at August 27, 2011
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Student loan ARS
|
|
$
|
10,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,627
|
|
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
|
9,362
|
|
|
9,362
|
|
|
—
|
|
|
—
|
|
||||
International equity funds
|
|
1,441
|
|
|
1,441
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
|
649
|
|
|
649
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
22,079
|
|
|
$
|
11,452
|
|
|
$
|
—
|
|
|
$
|
10,627
|
|
|
|
Fair Value at August 28, 2010
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
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 funds
|
|
650
|
|
|
650
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
28,739
|
|
|
$
|
10,954
|
|
|
$
|
—
|
|
|
$
|
17,785
|
|
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
|
|||
Balance at beginning of year
|
$
|
17,785
|
|
$
|
33,294
|
|
Net change included in other comprehensive income
|
(8
|
)
|
341
|
|
||
Sales
|
(7,150
|
)
|
(15,850
|
)
|
||
Balance at the end of year
|
$
|
10,627
|
|
$
|
17,785
|
|
(In thousands)
|
August 27, 2011
|
|
August 28, 2010
|
||||
Finished goods
|
$
|
29,656
|
|
|
$
|
21,200
|
|
Work-in-process
|
31,966
|
|
|
24,897
|
|
||
Raw materials
|
39,180
|
|
|
26,992
|
|
||
Total
|
100,802
|
|
|
73,089
|
|
||
LIFO reserve
|
(31,637
|
)
|
|
(29,563
|
)
|
||
Total inventories
|
$
|
69,165
|
|
|
$
|
43,526
|
|
(In thousands)
|
|
August 27, 2011
|
|
August 28, 2010
|
||||
Land
|
|
$
|
767
|
|
|
$
|
772
|
|
Buildings
|
|
49,226
|
|
|
49,309
|
|
||
Machinery and equipment
|
|
90,380
|
|
|
89,304
|
|
||
Transportation
|
|
8,837
|
|
|
9,109
|
|
||
|
|
149,210
|
|
|
148,494
|
|
||
Less accumulated depreciation
|
|
(126,621
|
)
|
|
(122,817
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
22,589
|
|
|
$
|
25,677
|
|
(In thousands)
|
August 27, 2011
|
|
August 28, 2010
|
||||
Idled fiberglass facility in Hampton, Iowa
|
$
|
600
|
|
|
$
|
1,205
|
|
Idled assembly facility in Charles City, Iowa
|
—
|
|
|
3,049
|
|
||
|
$
|
600
|
|
|
$
|
4,254
|
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||||||
(In thousands)
|
Cost
|
Accumulated Amortization
|
|
Cost
|
Accumulated Amortization
|
||||||||
Goodwill
|
$
|
1,228
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Dealer network
|
534
|
|
34
|
|
|
—
|
|
—
|
|
||||
Trademarks
|
196
|
|
13
|
|
|
—
|
|
—
|
|
||||
Non-compete agreement
|
40
|
|
4
|
|
|
—
|
|
—
|
|
||||
Total
|
$
|
1,998
|
|
$
|
51
|
|
|
$
|
—
|
|
$
|
—
|
|
(In thousands)
|
Amount
|
|||
Year Ended:
|
2012
|
$
|
79
|
|
|
2013
|
79
|
|
|
|
2014
|
79
|
|
|
|
2015
|
79
|
|
|
|
2016
|
79
|
|
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Balance at beginning of year
|
$
|
7,634
|
|
$
|
6,408
|
|
$
|
9,859
|
|
Provision
|
5,566
|
|
6,209
|
|
3,843
|
|
|||
Claims paid
|
(5,865
|
)
|
(4,983
|
)
|
(7,294
|
)
|
|||
Balance at end of year
|
$
|
7,335
|
|
$
|
7,634
|
|
$
|
6,408
|
|
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
||||
Postretirement health care benefit cost
|
$
|
41,370
|
|
$
|
40,327
|
|
Non-qualified deferred compensation
|
24,622
|
|
25,372
|
|
||
Executive share option plan liability
|
9,286
|
|
8,698
|
|
||
SERP benefit liability
|
3,086
|
|
3,107
|
|
||
Executive deferred compensation
|
93
|
|
74
|
|
||
Total postretirement health care and deferred compensation benefits
|
78,457
|
|
77,578
|
|
||
Less current portion
|
(3,965
|
)
|
(3,997
|
)
|
||
Long-term postretirement health care and deferred compensation benefits
|
$
|
74,492
|
|
$
|
73,581
|
|
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
||||
Balance at beginning of year
|
$
|
40,327
|
|
$
|
35,312
|
|
Interest cost
|
1,905
|
|
1,979
|
|
||
Service cost
|
608
|
|
555
|
|
||
Net benefits paid
|
(1,228
|
)
|
(1,037
|
)
|
||
Actuarial (gain) loss
|
(242
|
)
|
3,518
|
|
||
Balance at end of year
|
$
|
41,370
|
|
$
|
40,327
|
|
|
Year Ended
|
||||||||
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Interest cost
|
$
|
1,905
|
|
$
|
1,979
|
|
$
|
2,119
|
|
Service cost
|
608
|
|
555
|
|
590
|
|
|||
Net amortization and deferral
|
(3,104
|
)
|
(3,324
|
)
|
(3,498
|
)
|
|||
Net periodic postretirement benefit income
|
$
|
(591
|
)
|
$
|
(790
|
)
|
$
|
(789
|
)
|
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
||||
Prior service credit
|
$
|
(17,801
|
)
|
$
|
(22,001
|
)
|
Net actuarial loss
|
15,918
|
|
17,257
|
|
||
Accumulated other comprehensive income
|
$
|
(1,883
|
)
|
$
|
(4,744
|
)
|
(In thousands)
|
Amount
|
|||
Year:
|
2012
|
$
|
1,276
|
|
|
2013
|
1,501
|
|
|
|
2014
|
1,712
|
|
|
|
2015
|
1,904
|
|
|
|
2016
|
2,078
|
|
|
|
2017 - 2021
|
12,728
|
|
|
|
Total
|
$
|
21,199
|
|
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
||||
Cash value
|
$
|
53,650
|
|
$
|
52,052
|
|
Borrowings
|
(29,981
|
)
|
(28,802
|
)
|
||
Investment in life insurance
|
$
|
23,669
|
|
$
|
23,250
|
|
(Dollars in thousands)
|
|
Fiscal 2011
|
|
Fiscal 2010
|
|
Fiscal 2009
|
||||||
Inventory repurchased:
|
|
|
|
|
|
|
||||||
Units
|
|
25
|
|
|
4
|
|
|
136
|
|
|||
Dollars
|
|
$
|
2,431
|
|
|
$
|
300
|
|
|
$
|
12,664
|
|
Inventory resold:
|
|
|
|
|
|
|
||||||
Units
|
|
25
|
|
|
5
|
|
|
142
|
|
|||
Cash collected
|
|
$
|
2,144
|
|
|
$
|
328
|
|
|
$
|
11,283
|
|
Loss recognized
|
|
$
|
287
|
|
|
$
|
44
|
|
|
$
|
1,984
|
|
Units in ending inventory
|
|
—
|
|
|
—
|
|
|
1
|
|
(In thousands)
|
Amount
|
|||
Year Ended:
|
2012
|
$
|
797
|
|
|
2013
|
702
|
|
|
|
2014
|
702
|
|
|
|
2015
|
238
|
|
|
|
2016
|
—
|
|
|
|
Total
|
$
|
2,439
|
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
588
|
|
|
$
|
(7,694
|
)
|
|
$
|
(17,882
|
)
|
State
|
|
(564
|
)
|
|
(3,255
|
)
|
|
(1,049
|
)
|
|||
Total current tax provision (benefit)
|
|
24
|
|
|
(10,949
|
)
|
|
(18,931
|
)
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
62
|
|
|
1,260
|
|
|
34,559
|
|
|||
State
|
|
8
|
|
|
184
|
|
|
5,075
|
|
|||
Total deferred tax (benefit) provision
|
|
70
|
|
|
1,444
|
|
|
39,634
|
|
|||
Total tax provision (benefit)
|
|
$
|
94
|
|
|
$
|
(9,505
|
)
|
|
$
|
20,703
|
|
|
Year Ended
|
|||||||
(A percentage)
|
August 27, 2011
|
|
|
August 28, 2010
|
|
August 29, 2009
|
||
U.S. federal statutory rate
|
34.0
|
%
|
|
35.0
|
%
|
|
(35.0
|
)%
|
State taxes, net of federal benefit
|
2.1
|
%
|
|
4.2
|
%
|
|
(2.5
|
)%
|
Tax-free and dividend income
|
(8.4
|
)%
|
|
(136.5
|
)%
|
|
(2.0
|
)%
|
Income tax credits
|
(4.6
|
)%
|
|
—
|
%
|
|
(0.3
|
)%
|
Domestic production activities deduction
|
(1.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other permanent items
|
(0.1
|
)%
|
|
187.2
|
%
|
|
(1.2
|
)%
|
Valuation allowance
|
(16.8
|
)%
|
|
(735.3
|
)%
|
|
77.5
|
%
|
Uncertain tax positions settlements and adjustments
|
(4.1
|
)%
|
|
(430.6
|
)%
|
|
(0.9
|
)%
|
Amended state returns
|
—
|
%
|
|
(193.4
|
)%
|
|
—
|
%
|
Other
|
—
|
%
|
|
(11.6
|
)%
|
|
—
|
%
|
Effective tax provision (benefit) rate
|
0.8
|
%
|
|
(1,281.0
|
)%
|
|
35.6
|
%
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||||||||||||
(In thousands)
|
Assets
|
Liabilities
|
Total
|
|
Assets
|
Liabilities
|
Total
|
||||||||||||
Current
|
|
|
|
|
|
|
|
||||||||||||
Warranty reserves
|
$
|
2,588
|
|
$
|
—
|
|
$
|
2,588
|
|
|
$
|
2,592
|
|
$
|
—
|
|
$
|
2,592
|
|
Self-insurance reserve
|
1,204
|
|
—
|
|
1,204
|
|
|
1,657
|
|
—
|
|
1,657
|
|
||||||
Accrued vacation
|
1,625
|
|
—
|
|
1,625
|
|
|
1,658
|
|
—
|
|
1,658
|
|
||||||
Miscellaneous reserves
|
3,691
|
|
(651
|
)
|
3,040
|
|
|
3,816
|
|
(262
|
)
|
3,554
|
|
||||||
Total current
|
9,108
|
|
(651
|
)
|
8,457
|
|
|
9,723
|
|
(262
|
)
|
9,461
|
|
||||||
Noncurrent
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation
|
13,493
|
|
—
|
|
13,493
|
|
|
13,879
|
|
—
|
|
13,879
|
|
||||||
Postretirement health care benefits
|
15,087
|
|
—
|
|
15,087
|
|
|
14,688
|
|
—
|
|
14,688
|
|
||||||
Unrecognized tax benefit
|
1,625
|
|
—
|
|
1,625
|
|
|
1,756
|
|
—
|
|
1,756
|
|
||||||
Tax credits and NOL carryforwards
|
2,755
|
|
—
|
|
2,755
|
|
|
3,217
|
|
—
|
|
3,217
|
|
||||||
Depreciation
|
—
|
|
(2,426
|
)
|
(2,426
|
)
|
|
—
|
|
(2,160
|
)
|
(2,160
|
)
|
||||||
Other
|
908
|
|
—
|
|
908
|
|
|
988
|
|
—
|
|
988
|
|
||||||
Total noncurrent
|
33,868
|
|
(2,426
|
)
|
31,442
|
|
|
34,528
|
|
(2,160
|
)
|
32,368
|
|
||||||
Total gross deferred tax assets
|
42,976
|
|
(3,077
|
)
|
39,899
|
|
|
44,251
|
|
(2,422
|
)
|
41,829
|
|
||||||
Valuation allowance
|
(42,327
|
)
|
3,077
|
|
(39,250
|
)
|
|
(44,251
|
)
|
2,422
|
|
(41,829
|
)
|
||||||
Total deferred tax assets
|
$
|
649
|
|
$
|
—
|
|
$
|
649
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(In thousands)
|
Fiscal 2011
|
Fiscal 2010
|
Fiscal 2009
|
|||||||||
Unrecognized tax benefits - beginning balance
|
$
|
(5,877
|
)
|
|
$
|
(9,012
|
)
|
|
$
|
(9,469
|
)
|
|
Gross increases - tax positions in a prior period
|
—
|
|
|
(254
|
)
|
|
(57
|
)
|
|
|||
Gross decreases - tax positions in a prior period
|
490
|
|
|
2,900
|
|
(1)
|
677
|
|
|
|||
Gross increases - current period tax positions
|
—
|
|
|
(57
|
)
|
|
(163
|
)
|
|
|||
Settlements
|
—
|
|
|
546
|
|
(2)
|
—
|
|
|
|||
Unrecognized tax benefits - ending balance
|
$
|
(5,387
|
)
|
|
$
|
(5,877
|
)
|
|
$
|
(9,012
|
)
|
|
|
|
|
|
|
|
|
||||||
Accrued interest and penalties (included in unrecognized tax benefits)
|
$
|
(2,398
|
)
|
|
$
|
(2,509
|
)
|
|
$
|
(2,889
|
)
|
|
(1)
|
The $2.9 million decrease in unrecognized benefit reserves is primarily a reduction of reserves associated with positive settlements of uncertain tax positions related to the finalization of the IRS examination of our federal income tax returns for Fiscal 2006 through Fiscal 2008.
|
(2)
|
The $546,000 reduction in reserves is actual cash payments as a result of settlements of uncertain tax positions in various taxing jurisdictions.
|
|
Year Ended
|
||||||||
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
COLI appreciation
|
$
|
3,045
|
|
$
|
3,308
|
|
$
|
3,021
|
|
COLI death benefits
|
372
|
|
—
|
|
59
|
|
|||
COLI premiums
|
(564
|
)
|
(571
|
)
|
(623
|
)
|
|||
COLI interest expense
|
(1,821
|
)
|
(1,957
|
)
|
(1,875
|
)
|
|||
Total COLI
|
1,032
|
|
780
|
|
582
|
|
|||
Wells Fargo termination fee
|
—
|
|
(375
|
)
|
—
|
|
|||
Line of credit expenses (e.g. commitment fee, unused fee)
|
(564
|
)
|
(592
|
)
|
(165
|
)
|
|||
Total line of credit expense
|
(564
|
)
|
(967
|
)
|
(165
|
)
|
|||
Interest income
|
194
|
|
420
|
|
1,023
|
|
|||
(Loss) gain on foreign currency transactions
|
(4
|
)
|
(11
|
)
|
12
|
|
|||
Total non-operating income
|
$
|
658
|
|
$
|
222
|
|
$
|
1,452
|
|
|
Year Ended
|
||||||||
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Option expense
|
$
|
—
|
|
$
|
—
|
|
$
|
33
|
|
Share awards:
|
|
|
|
||||||
Time-based employee award expense
|
1,068
|
|
370
|
|
772
|
|
|||
Time-based directors award expense
|
58
|
|
—
|
|
—
|
|
|||
Directors stock unit expense
|
189
|
|
176
|
|
206
|
|
|||
Total stock-based compensation
|
$
|
1,315
|
|
$
|
546
|
|
$
|
1,011
|
|
|
|
Year Ended
|
||||||||||||||||||||||
|
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
||||||||||||||||||
|
|
Shares
|
Price per Share
|
Wtd. Avg. Exercise Price/Share
|
|
Shares
|
Price per Share
|
Wtd. Avg. Exercise Price/Share
|
|
Shares
|
Price per Share
|
Wtd. Avg. Exercise Price/Share
|
||||||||||||
Outstanding at beginning of year
|
|
940,815
|
|
$9 - $36
|
|
$
|
27.82
|
|
|
1,010,224
|
|
$9 - $36
|
|
$
|
27.31
|
|
|
1,044,899
|
|
$7 - $36
|
|
$
|
27.10
|
|
Options granted
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
Options exercised
|
|
(9,000
|
)
|
9 - 11
|
|
9.20
|
|
|
(30,500
|
)
|
9 - 11
|
|
9.2
|
|
|
(1,000
|
)
|
9
|
|
9.25
|
|
|||
Options cancelled
|
|
(118,832
|
)
|
9 - 32
|
|
22.23
|
|
|
(38,909
|
)
|
9 - 36
|
|
29.18
|
|
|
(33,675
|
)
|
7 - 32
|
|
21.29
|
|
|||
Outstanding at end of year
|
|
812,983
|
|
$18 - $36
|
|
$
|
28.84
|
|
|
940,815
|
|
$9 - $36
|
|
$
|
27.82
|
|
|
1,010,224
|
|
$9 - $36
|
|
$
|
27.31
|
|
Exercisable at end of year
|
|
812,983
|
|
$18 - $36
|
|
$
|
28.84
|
|
|
940,815
|
|
$9 - $36
|
|
$
|
27.82
|
|
|
1,010,224
|
|
$9 - $36
|
|
$
|
27.31
|
|
(In thousands)
|
2011
|
2010
|
2009
|
||||||
Aggregate intrinsic value of options exercised
(1)
|
$
|
53
|
|
$
|
156
|
|
$
|
2
|
|
Net cash proceeds from the exercise of stock options
|
83
|
|
281
|
|
9
|
|
|||
Actual income tax benefit realized from stock option exercises
|
20
|
|
59
|
|
1
|
|
(1)
|
The amount by which the closing price of our stock on the date of exercise exceeded the exercise price.
|
|
Year Ended
|
||||||||||||||
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||||||||
|
Shares
|
Weighted Average Grant Date Fair Value
|
Shares
|
Weighted Average Grant Date Fair Value
|
Shares
|
Weighted Average Grant Date Fair Value
|
|||||||||
Beginning of year
|
28,110
|
|
$
|
28.21
|
|
82,240
|
|
$
|
29.97
|
|
138,112
|
|
$
|
30.36
|
|
Granted
|
151,000
|
|
13.49
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Vested
|
(30,610
|
)
|
27.01
|
|
(53,930
|
)
|
30.90
|
|
(54,672
|
)
|
30.95
|
|
|||
Cancelled
|
—
|
|
—
|
|
(200
|
)
|
28.21
|
|
(1,200
|
)
|
30.26
|
|
|||
End of year
|
148,500
|
|
$
|
13.49
|
|
28,110
|
|
$
|
28.21
|
|
82,240
|
|
$
|
29.97
|
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
||||||||||||
Motor homes
|
$
|
443,232
|
|
89.3
|
%
|
|
$
|
415,277
|
|
92.4
|
%
|
|
$
|
178,619
|
|
84.5
|
%
|
Towables
|
16,712
|
|
3.4
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
Motor home parts and services
|
13,105
|
|
2.6
|
%
|
|
13,655
|
|
3.0
|
%
|
|
12,559
|
|
5.9
|
%
|
|||
Other manufactured products
|
23,369
|
|
4.7
|
%
|
|
20,552
|
|
4.6
|
%
|
|
20,341
|
|
9.6
|
%
|
|||
Total net revenues
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
$
|
211,519
|
|
100.0
|
%
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
||||||||||||
United States
|
$
|
446,616
|
|
90.0
|
%
|
|
$
|
413,154
|
|
91.9
|
%
|
|
$
|
199,579
|
|
94.4
|
%
|
International
|
49,802
|
|
10.0
|
%
|
|
36,330
|
|
8.1
|
%
|
|
11,940
|
|
5.6
|
%
|
|||
Total net revenues
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
$
|
211,519
|
|
100.0
|
%
|
|
Year Ended
|
||||||||
(In thousands, except per share data)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Income (loss) per share - basic
|
|
|
|
||||||
Net income (loss)
|
$
|
11,843
|
|
$
|
10,247
|
|
$
|
(78,766
|
)
|
Weighted average shares outstanding
|
29,121
|
|
29,091
|
|
29,040
|
|
|||
Net income (loss) per share - basic
|
$
|
0.41
|
|
$
|
0.35
|
|
$
|
(2.71
|
)
|
|
|
|
|
||||||
Income (loss) per share - assuming dilution
|
|
|
|
||||||
Net income (loss)
|
$
|
11,843
|
|
$
|
10,247
|
|
$
|
(78,766
|
)
|
Weighted average shares outstanding
|
29,121
|
|
29,091
|
|
29,040
|
|
|||
Dilutive impact of awards and options outstanding
|
27
|
|
10
|
|
11
|
|
|||
Weighted average shares and potential dilutive shares outstanding
|
29,148
|
|
29,101
|
|
29,051
|
|
|||
Net income (loss) per share - assuming dilution
|
$
|
0.41
|
|
$
|
0.35
|
|
$
|
(2.71
|
)
|
Fiscal 2011
|
Quarter Ended
|
|||||||||||
(In thousands, except per share data)
|
November 27,
2010 |
February 26,
2011 |
May 28,
2011 |
August 27,
2011 |
||||||||
Net revenues
|
$
|
123,711
|
|
$
|
106,593
|
|
$
|
135,568
|
|
$
|
130,546
|
|
Gross profit
|
11,199
|
|
11,324
|
|
8,703
|
|
8,528
|
|
||||
Operating income
|
4,925
|
|
4,050
|
|
538
|
|
1,766
|
|
||||
Net income
|
3,786
|
|
3,315
|
|
1,195
|
|
3,547
|
|
||||
Net income per share (basic)
|
0.13
|
|
0.11
|
|
0.04
|
|
0.12
|
|
||||
Net income per share (diluted)
|
0.13
|
|
0.11
|
|
0.04
|
|
0.12
|
|
Fiscal 2010
|
Quarter Ended
|
|||||||||||
(In thousands, except per share data)
|
November 28,
2009 |
February 27,
2010 |
May 29,
2010 |
August 28,
2010 |
||||||||
Net revenues
|
$
|
81,017
|
|
$
|
110,529
|
|
$
|
134,813
|
|
$
|
123,125
|
|
Gross profit
|
524
|
|
4,784
|
|
9,755
|
|
11,204
|
|
||||
Operating (loss) income
|
(5,977
|
)
|
(1,858
|
)
|
3,404
|
|
4,951
|
|
||||
Net (loss) income
|
(1,344
|
)
|
706
|
|
5,992
|
|
4,893
|
|
||||
Net (loss) income per share (basic)
|
(0.05
|
)
|
0.02
|
|
0.21
|
|
0.17
|
|
||||
Net (loss) income per share (diluted)
|
(0.05
|
)
|
0.02
|
|
0.21
|
|
0.17
|
|
|
Year Ended
|
||||||||
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
August 29, 2009
|
||||||
Net income (loss)
|
$
|
11,843
|
|
$
|
10,247
|
|
$
|
(78,766
|
)
|
Unrealized (depreciation) appreciation of investments
|
(5
|
)
|
213
|
|
970
|
|
|||
Amortization of actuarial loss
|
685
|
|
548
|
|
438
|
|
|||
Decrease (increase) in actuarial loss
|
245
|
|
(3,451
|
)
|
(1,988
|
)
|
|||
Amortization of prior service credit
|
(2,621
|
)
|
(2,608
|
)
|
(2,693
|
)
|
|||
Comprehensive income (loss)
|
$
|
10,147
|
|
$
|
4,949
|
|
$
|
(82,039
|
)
|
|
As Of
|
|||||
(In thousands)
|
August 27, 2011
|
August 28, 2010
|
||||
Impairment of investments
|
$
|
(46
|
)
|
$
|
(41
|
)
|
Actuarial loss
|
(11,452
|
)
|
(12,382
|
)
|
||
Prior service benefit
|
11,044
|
|
13,665
|
|
||
Accumulated other comprehensive (loss) income
|
$
|
(454
|
)
|
$
|
1,242
|
|
1.
|
Our consolidated financial statements are included in Item 8 and an index to financial statements appears on page 22 of this report.
|
2.
|
Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries
|
3.
|
Exhibits: See Exhibit Index on pages 49-51.
|
|
WINNEBAGO INDUSTRIES, INC.
|
|
|
|
|
|
By
|
/s/ Randy J. Potts
|
|
|
Randy J. Potts
|
|
|
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Capacity
|
|
|
|
/s/ Randy J. Potts
|
|
|
Randy J. Potts
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
|
/s/ Sarah N. Nielsen
|
|
|
Sarah N. Nielsen
|
|
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Robert J. Olson
|
|
|
Robert J. Olson
|
|
Director (Chairman)
|
|
|
|
/s/ Irvin E. Aal
|
|
|
Irvin E. Aal
|
|
Director
|
|
|
|
/s/ Robert M. Chiusano
|
|
|
Robert M. Chiusano
|
|
Director
|
|
|
|
/s/ Jerry N. Currie
|
|
|
Jerry N. Currie
|
|
Director
|
|
|
|
/s/ Joseph W. England
|
|
|
Joseph W. England
|
|
Director
|
|
|
|
/s/ Lawrence A. Erickson
|
|
|
Lawrence A. Erickson
|
|
Director
|
|
|
|
/s/ John V. Hanson
|
|
|
John V. Hanson
|
|
Director
|
|
|
|
/s/ Gerald C. Kitch
|
|
|
Gerald C. Kitch
|
|
Director
|
3a.
|
Articles of Incorporation previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 27, 2000 (Commission File Number 001-06403) and incorporated by reference herein.
|
3b.
|
Amended By-Laws of the Registrant previously filed with the Registrant's Current Report on Form 8-K dated March 24, 2010 (Commission File Number 001-06403) and incorporated by reference herein.
|
4a.
|
Loan and Security Agreement between Burdale Capital Finance, Inc. and Winnebago Industries, Inc. dated October 13, 2009 previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.
|
10a.
|
Winnebago Industries, Inc. Deferred Compensation Plan previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 2, 1991 (Commission File Number 001-06403), and incorporated by reference herein and the Amendment dated June 29, 1995 previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 26, 1995 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10b.
|
Winnebago Industries, Inc. 1997 Stock Option Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 1997 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10c.
|
Winnebago Industries, Inc. Executive Share Option Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 1998 (Commission File Number 001-06403) and incorporated by reference herein, and the Amendment dated July 1, 1999 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 29, 1999 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated January 1, 2001 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 24, 2001 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10d.
|
Form of Winnebago Industries, Inc. Incentive Stock Option Agreement for grants of Incentive Stock Options under the 2004 Incentive Compensation Plan previously filed with the Registrant's Current Report on Form 8-K dated October 13, 2004 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10e.
|
Form of Winnebago Industries, Inc. Non-Qualified Stock Option Agreement for grants of Non-Qualified Stock Options under the 2004 Incentive Compensation Plan previously filed with the Registrant's Report on Form 8-K dated October 13, 2004 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10f.
|
Winnebago Industries, Inc. Restricted Stock Grant Award Agreement under the 2004 Incentive Compensation Plan previously filed with the Registrant's Current Report on Form 8-K dated October 11, 2006 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10g.
|
Winnebago Industries, Inc. Executive Deferred Compensation Plan previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10h.
|
Winnebago Industries, Inc. 2004 Incentive Compensation Plan previously filed as Appendix B with the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on January 13, 2004 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated October 11, 2006 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated March 23, 2011 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 28, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10i.
|
Winnebago Industries, Inc. Directors' Deferred Compensation Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 1997 (Commission File Number 001-06403), and incorporated by reference herein and the Amendment dated October 15, 2003 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 29, 2003 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated October 11, 2006 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10j.
|
Winnebago Industries, Inc. Profit Sharing and Deferred Savings Investment Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1985 (Commission File Number 001-06403), and incorporated by reference herein, the Amendment dated July 1, 1995 previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 26, 1995 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated March 21, 2007 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10k.
|
Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2009, 2010 and 2011 previously filed with the Registrant's Current Report on Form 8-K dated June 24, 2008 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10l.
|
Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2010, 2011 and 2012 previously filed with the Registrant's Current Report on Form 8-K dated June 24, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10p.
|
Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Robert L. Gossett previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10q.
|
Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Robert J. Olson previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10r.
|
Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and William J. O'Leary previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10s.
|
Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Sarah N. Nielsen previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10t.
|
Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Roger W. Martin previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10u.
|
Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Randy J. Potts previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10v.
|
Executive Change of Control Agreement dated May 3, 2010 between Winnebago Industries, Inc. and Daryl W. Krieger previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 29, 2010 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10w.
|
Executive Change of Control between Winnebago Industries, Inc. and Donald L. Heidemann dated August 1, 2011.*
|
10x.
|
Winnebago Industries, Inc. Supplemental Executive Retirement Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10y.
|
Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2011 previously filed with the Registrant's Current Report on Form 8-K dated July 23, 2010 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10z.
|
Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2012 previously filed with the Registrant's Current Report on Form 8-K dated June 21, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10bb.
|
First Amended and Restated Executive Deferred Compensation Plan dated June 21, 2011.*
|
14.1
|
Winnebago Industries, Inc. Code of Ethics for CEO and Senior Financial Officers previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 2003 (Commission File Number 001-06403) and incorporated by reference herein.
|
21.
|
List of Subsidiaries.
|
23.
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
October 25, 2011
.
|
31.2
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
October 25, 2011
.
|
32.1
|
Certification by the Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
October 25, 2011
.
|
32.2
|
Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
October 25, 2011
.
|
ITEM 6. 11-Year Selected Financial Data
|
|
|
|
|
|
|
|
||||||||
(In thousands, except percent and per share data)
(Adjusted for the 2-for-1 stock split on March 5, 2004)
|
Aug 27,
2011 |
|
Aug 28,
2010
|
|
Aug 29,
2009
|
|
Aug 28,
2008
(1)
|
||||||||
For the Year
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
496,418
|
|
|
$
|
449,484
|
|
|
$
|
211,519
|
|
|
$
|
604,352
|
|
Income (loss) before taxes
|
11,937
|
|
|
742
|
|
|
(58,063
|
)
|
|
(5,441
|
)
|
||||
Pretax profit (loss) percent of revenue
|
2.4
|
%
|
|
0.2
|
%
|
|
(27.4
|
)%
|
|
(0.9
|
)%
|
||||
(Benefit) provision for income taxes
|
94
|
|
|
(9,505
|
)
|
|
20,703
|
|
|
(8,225
|
)
|
||||
Income tax (benefit) rate
|
0.8
|
%
|
|
(1,281.0
|
)%
|
|
35.7
|
%
|
|
(151.2
|
)%
|
||||
Income (loss) from continuing operations
|
11,843
|
|
|
10,247
|
|
|
(78,766
|
)
|
|
2,784
|
|
||||
Income from discontinued operations
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
11,843
|
|
|
$
|
10,247
|
|
|
$
|
(78,766
|
)
|
|
$
|
2,784
|
|
Income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
$
|
(2.71
|
)
|
|
$
|
0.10
|
|
Diluted
|
0.41
|
|
|
0.35
|
|
|
(2.71
|
)
|
|
0.10
|
|
||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
$
|
(2.71
|
)
|
|
$
|
0.10
|
|
Diluted
|
0.41
|
|
|
0.35
|
|
|
(2.71
|
)
|
|
0.10
|
|
||||
Weighted average common shares outstanding (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
29,121
|
|
|
29,091
|
|
|
29,040
|
|
|
29,093
|
|
||||
Diluted
|
29,148
|
|
|
29,101
|
|
|
29,051
|
|
|
29,144
|
|
||||
Cash dividends paid per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
0.48
|
|
Book value per share
|
3.73
|
|
|
3.35
|
|
|
3.17
|
|
|
5.98
|
|
||||
Return on assets (ROA)
(4)
|
5.1
|
%
|
|
4.6
|
%
|
|
(30.0
|
)%
|
|
0.8
|
%
|
||||
Return on equity (ROE)
(5)
|
11.5
|
%
|
|
10.8
|
%
|
|
(59.2
|
)%
|
|
1.5
|
%
|
||||
Return on invested capital (ROIC)
(6)
|
10.7
|
%
|
|
8.4
|
%
|
|
(41.9
|
)%
|
|
1.1
|
%
|
||||
Unit sales
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
2,436
|
|
|
2,452
|
|
|
822
|
|
|
3,029
|
|
||||
Class B
|
103
|
|
|
236
|
|
|
149
|
|
|
140
|
|
||||
Class C
|
1,856
|
|
|
1,745
|
|
|
1,225
|
|
|
3,238
|
|
||||
Total motor homes
|
4,395
|
|
|
4,433
|
|
|
2,196
|
|
|
6,407
|
|
||||
Travel trailers
|
575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fifth wheels
|
194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total towables
|
769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
At Year End
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
239,927
|
|
|
$
|
227,357
|
|
|
$
|
220,466
|
|
|
$
|
305,455
|
|
Stockholders' equity
|
108,730
|
|
|
97,527
|
|
|
92,331
|
|
|
173,924
|
|
||||
Market capitalization
|
208,027
|
|
|
263,492
|
|
|
337,991
|
|
|
329,956
|
|
||||
Working capital
|
113,536
|
|
|
91,345
|
|
|
79,460
|
|
|
108,548
|
|
||||
Current ratio
|
3.2 to 1
|
|
|
2.8 to 1
|
|
|
2.6 to 1
|
|
|
3.0 to 1
|
|
||||
Number of employees
|
2,130
|
|
|
1,950
|
|
|
1,630
|
|
|
2,250
|
|
||||
Motor home dealer inventory
|
1,958
|
|
|
2,044
|
|
|
1,694
|
|
|
3,551
|
|
||||
Towables dealer inventory
|
966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The fiscal years ended August 31, 2002 and August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks.
|
(2)
|
Includes a noncash after-tax cumulative effect of change in accounting principle of $1.1 million expense or $0.05 per share due to the adoption of SAB No. 101, Revenue Recognition in Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aug 25
2007 |
|
Aug 26,
2006 |
|
Aug 27,
2005
|
|
Aug 28,
2004
|
|
Aug 30,
2003
|
|
Aug 2,
2002
(1)
|
|
Aug 25,
2001
(2)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$
|
870,152
|
|
|
$
|
864,403
|
|
|
$
|
991,975
|
|
|
$
|
1,114,154
|
|
|
$
|
845,210
|
|
|
$
|
825,269
|
|
|
$
|
671,686
|
|
61,409
|
|
|
68,195
|
|
|
100,890
|
|
|
112,234
|
|
|
78,693
|
|
|
81,324
|
|
|
55,754
|
|
|||||||
7.1
|
%
|
|
7.9
|
%
|
|
10.2
|
%
|
|
10.1
|
%
|
|
9.3
|
%
|
|
9.9
|
%
|
|
8.3
|
%
|
|||||||
19,845
|
|
|
23,451
|
|
|
35,817
|
|
|
41,593
|
|
|
29,961
|
|
|
28,431
|
|
|
14,258
|
|
|||||||
32.3
|
%
|
|
34.4
|
%
|
|
35.5
|
%
|
|
37.1
|
%
|
|
38.1
|
%
|
|
35
|
%
|
|
25.6
|
%
|
|||||||
41,564
|
|
|
44,744
|
|
|
65,073
|
|
|
70,641
|
|
|
48,732
|
|
|
52,893
|
|
|
41,496
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
|
1,778
|
|
|
2,258
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,050
|
)
|
|||||||
$
|
41,564
|
|
|
$
|
44,744
|
|
|
$
|
65,073
|
|
|
$
|
70,641
|
|
|
$
|
49,884
|
|
|
$
|
54,671
|
|
|
$
|
42,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
$
|
1.33
|
|
|
$
|
1.39
|
|
|
$
|
1.95
|
|
|
$
|
2.06
|
|
|
$
|
1.35
|
|
|
$
|
1.37
|
|
|
$
|
1.03
|
|
1.32
|
|
|
1.37
|
|
|
1.92
|
|
|
2.03
|
|
|
1.33
|
|
|
1.34
|
|
|
1.01
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|
0.04
|
|
|
0.05
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|
0.04
|
|
|
0.05
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$
|
1.33
|
|
|
$
|
1.39
|
|
|
$
|
1.95
|
|
|
$
|
2.06
|
|
|
$
|
1.38
|
|
|
$
|
1.41
|
|
|
$
|
1.06
|
|
1.32
|
|
|
1.37
|
|
|
1.92
|
|
|
2.03
|
|
|
1.36
|
|
|
1.38
|
|
|
1.04
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
31,162
|
|
|
32,265
|
|
|
33,382
|
|
|
34,214
|
|
|
36,974
|
|
|
39,898
|
|
|
41,470
|
|
|||||||
31,415
|
|
|
32,550
|
|
|
33,812
|
|
|
34,789
|
|
|
37,636
|
|
|
40,768
|
|
|
42,080
|
|
|||||||
$
|
0.4
|
|
|
$
|
0.36
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
7.05
|
|
|
7.01
|
|
|
7.15
|
|
|
6.01
|
|
|
5.78
|
|
|
4.81
|
|
|
5
|
|
|||||||
11.1
|
%
|
|
11.2
|
%
|
|
16.1
|
%
|
|
18.3
|
%
|
|
14
|
%
|
|
15.9
|
%
|
|
12.9
|
%
|
|||||||
19.5
|
%
|
|
19.7
|
%
|
|
29.7
|
%
|
|
34.4
|
%
|
|
25.6
|
%
|
|
28.2
|
%
|
|
22.3
|
%
|
|||||||
15.1
|
%
|
|
15.4
|
%
|
|
23.0
|
%
|
|
31.4
|
%
|
|
25.5
|
%
|
|
29.1
|
%
|
|
25.2
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
5,031
|
|
|
4,455
|
|
|
6,674
|
|
|
8,108
|
|
|
6,705
|
|
|
6,725
|
|
|
5,666
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
763
|
|
|
703
|
|
|||||||
4,438
|
|
|
5,388
|
|
|
3,963
|
|
|
4,408
|
|
|
4,021
|
|
|
4,329
|
|
|
3,410
|
|
|||||||
9,469
|
|
|
9,843
|
|
|
10,637
|
|
|
12,516
|
|
|
11,034
|
|
|
11,817
|
|
|
9,779
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
$
|
366,510
|
|
|
$
|
384,715
|
|
|
$
|
412,960
|
|
|
$
|
394,556
|
|
|
$
|
377,462
|
|
|
$
|
337,077
|
|
|
$
|
351,922
|
|
208,354
|
|
|
218,322
|
|
|
235,887
|
|
|
201,875
|
|
|
210,626
|
|
|
179,815
|
|
|
207,464
|
|
|||||||
821,282
|
|
|
884,789
|
|
|
1,073,165
|
|
|
1,071,570
|
|
|
898,010
|
|
|
713,500
|
|
|
581,779
|
|
|||||||
168,863
|
|
|
187,038
|
|
|
197,469
|
|
|
164,175
|
|
|
164,017
|
|
|
144,303
|
|
|
173,677
|
|
|||||||
2.9 to 1
|
|
|
3.3 to 1
|
|
|
3.2 to 1
|
|
|
2.6 to 1
|
|
|
2.8 to 1
|
|
|
2.6 to 1
|
|
|
3.2 to 1
|
|
|||||||
3,310
|
|
|
3,150
|
|
|
3,610
|
|
|
4,220
|
|
|
3,750
|
|
|
3,685
|
|
|
3,325
|
|
|||||||
4,471
|
|
|
4,733
|
|
|
4,794
|
|
|
4,978
|
|
|
3,945
|
|
|
4,000
|
|
|
3,549
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(4)
|
Includes discontinued operations of Winnebago Acceptance Corporation for all years presented.
|
(5)
|
ROE - Current period net income divided by average equity balance using current and previous ending periods.
|
(6)
|
ROIC - Current period net income divided by average invested capital (total assets minus cash and noninterest liabilities) using current ending periods.
|
BOARD OF DIRECTORS
Robert J. Olson (60)
Chairman of the Board
Winnebago Industries, Inc.
Irvin E. Aal (72) 1,2
Former General Manager
Case Tyler Business Unit of CNH Global
Robert M. Chiusano (60) 1,2
Former Executive Vice President and Chief
Operating Officer - Commercial Systems
Rockwell Collins, Inc.
Jerry N. Currie (66) 3
President and Chief Executive Officer
CURRIES Company
Joseph W. England (71) 1
Former Senior Vice President
Deere & Company
Lawrence A. Erickson (62) 1*,2
Former Senior Vice President and Chief
Financial Officer
Rockwell Collins, Inc.
John V. Hanson (69) 3*
Former Deputy Chairman of the Board
Winnebago Industries, Inc.
Gerald C. Kitch (73) **,2*,3
Former Executive Vice President
Pentair, Inc.
|
|
SHAREHOLDER INFORMATION
Publications
A notice of Annual Meeting of Shareholders and Proxy Statement is furnished to shareholders upon request in advance of the annual meeting.
Copies of our quarterly financial earnings releases, the annual report on Form 10-K (without exhibits), the quarterly reports on Form 10-Q (without exhibits) and current reports on Form 8-K (without exhibits) as filed by us with the Securities and Exchange Commission, may be obtained without charge from the corporate offices as follows:
Sheila Davis, PR/IR Manager
Winnebago Industries, Inc.
605 W. Crystal Lake Road
P.O. Box 152
Forest City, Iowa 50436-0152
Telephone: (641) 585-3535
Fax: (641) 585-6966
E-Mail:
ir@winnebagoind.com
|
|
Independent Auditors
Deloitte & Touche LLP
400 One Financial Plaza
120 South Sixth Street
Minneapolis, Minnesota 55402-1844
(612) 397-4000
NYSE Annual CEO Certification and Sarbanes-Oxley
Section 302 Certifications
We submitted the annual Chief Executive Officer Certification to the New York Stock Exchange (NYSE) as required under the corporate governance rules of the NYSE. We also filed as exhibits to our 2011 Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Winnebago Industries is an equal opportunity employer.
|
Board Committee/Members
1. Audit
2. Human Resources
3. Nominating and Governance
* Committee Chairman
** Lead Independent Director
|
|
All news releases issued by us, reports filed by us with the Securities and Exchange Commission (including exhibits) and information on our Corporate Governance Policies and Procedures may also be viewed at the Winnebago Industries' website:
http://winnebagoind.com/investor.html.
Information contained on Winnebago Industries' website is not incorporated into this Annual Report or other securities filings.
|
|
|
OFFICERS
Robert J. Olson (60)
Chairman of the Board
Randy J. Potts (52)
Cheif Executive Officer and President
Raymond M. Beebe (69)
Vice President, General Counsel and Secretary
Robert J. Gossett (60)
Vice President, Administration
Daryl W. Krieger (48)
Vice President, Manufacturing
Roger W. Martin (51)
Vice President, Sales and Marketing
Sarah N. Nielsen (38)
Vice President, Chief Financial Officer
William J. O'Leary (62)
Vice President, Product Development
Donald L. Heidemann (39)
Treasurer/Director of Finance
|
|
Number of Shareholders of Record
As of October 4, 2011, Winnebago Industries had 3,479 shareholders of record.
Dividends Paid
No dividends were paid in Fiscal 2011. Cash dividend payments were suspended starting with the second quarter of Fiscal 2009.
Shareholder Account Assistance
Transfer Agent to contact for address changes, account certificates and stock holdings:
Wells Fargo Shareowner Services
P.O. Box 64854
St. Paul, Minnesota 55164-0854 or
161 North Concord Exchange
South St. Paul, Minnesota 55075-1139
Telephone: (800) 468-9716 or (651) 450-4064
Inquiries: www.wellsfargo.com/shareownerservices
Annual Meeting
The Annual Meeting of Shareholders is scheduled to be held on Tuesday, December 13, 2011, at 4:00 p.m. (CST) in Winnebago Industries' South Office Complex Theater, 605 W. Crystal Lake Road, Forest City, Iowa.
|
|
The Letter to Shareholders contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements. These factors are included under “Item 1A. Risk Factors” in Part 1 of the accompanying Annual Report on Form 10-K.
|
|
COMPANY:
|
|
|
|
|
|
|
|
WINNEBAGO INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
BY:
|
/s/ Robert J. Olson
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
/s/ Donald L. Heidemann
|
|
|
|
Donald L. Heidemann
|
|
3.2.1
|
Claims Administrator. The Claims Administrator shall be designated by the Compensation Committee. The Compensation Committee reserves the right to change the Claims Administrator from time to time and to designate a special Claims Administrator when deemed necessary to avoid a conflict of interest.
|
3.2.2
|
Claims Denial.
|
3.2.2.1
|
Claim for Benefits. If an Applicant does not receive timely payment of any Deferred Benefits that the Applicant believes are due and payable under the Plan, the Applicant may file a claim for benefits by notifying the Claims Administrator in writing. The Claims Administrator may require any Applicant to submit an application therefore in writing, together with such other documents and information as the Claims Administrator may require.
|
3.2.2.2
|
Notification of Benefit Determination. The Claims Administrator will notify the Applicant of a benefit determination in writing within a reasonable time. Notification that a claim is wholly or partially denied will normally be given no later than ninety (90) days after receipt of the claim. The notice shall (1) specify the reasons for the adverse decision, (2) refer to the specific provisions of the Plan on which the decision is based, (3) describe any additional material necessary to complete the claim and the reasons that such material is necessary, (4) describe the appeal and review procedures and the applicable time limits, and (5) inform the Applicant of the right to bring an action following review in accordance with Section 3.2.4. Should special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Applicant prior to the expiration of the initial ninety (90) day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed ninety (90) days from the end of the initial ninety (90) day period. Claims not acted upon within the time prescribed herein shall be deemed denied for purposes of proceeding to the review stage.
|
3.2.3
|
Appeal and Review of Denied Claims.
|
3.2.3.1
|
Review. An Applicant is entitled to have an adverse benefit determination reviewed by the Compensation Committee. The request for review must be in writing and filed with the Claims Administrator no later than sixty (60) days following the Applicant's receipt of the adverse determination. The Applicant may submit written comments and other information and documents relating to the claim, and have reasonable access to and receive copies of all documents and information relevant to the claim. The Applicant may request a hearing. The Claims Administrator will promptly forward the request for review and the claim file to the Compensation Committee. The decision of the Compensation Committee shall be made promptly, and not later than sixty (60) days after the Compensation Committee's receipt of a request for review, unless special circumstances require an extension of time for processing. In such a case, a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review.
|
3.2.3.2
|
Review Procedure. The Compensation Committee has the discretion to decide whether a hearing shall be held. The Compensation Committee will afford no deference to the Claims Administrator's decision, and will ensure a full and fair review
de novo
.
|
3.2.3.3
|
Notification of Benefit Determination on Review. The Compensation Committee's decision will be in writing and sent to the Claims Administrator. The Claims Administrator will then notify the Applicant either by hand delivery or by first class mail within a reasonable time, and normally not later than sixty (60) days after a determination has been made by the Compensation Committee. If the Compensation Committee issues an adverse benefit decision to the Participant or his Beneficiary, the decision shall (1) specify the reasons for the decision, (2) refer to specific plan provisions on which the decision was based, (3) inform the Applicant of the right to review all information reviewed by the Compensation Committee, even information not relied on in making the decision, and (4) inform the Applicant of the right to bring an action pursuant to the arbitration provisions of Section 3.2.4.
|
3.2.4
|
Arbitration. Subject to prior completion of the claims procedure described above, any claim or controversy arising under the Plan shall be settled by arbitration before a single arbitrator to be held in Cerro Gordo County, Iowa in accordance with the Rules, and any judgment upon the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof. The arbitrator shall be selected in accordance with the Rules.
|
3.2.5
|
Exhaustion of Remedies. No legal action for benefits under the Plan may be brought unless and until the
|
7.2.1
|
A lump sum payment; or
|
7.2.2
|
A monthly payment of a fixed amount which shall amortize the Participant's Deferred Benefit in equal monthly payments over a period from 2 to 120 months (as selected by the Participant on his or her Participation Agreement).
|
7.2.3
|
In the event of a payment made pursuant to Sections 7.1.3, 7.1.4, or 7.1.5 of this Plan (i.e. upon death, Disability or Change in Control), the Company shall pay to the Participant (or the Participant's Beneficiary) the total value of his or her Deferred Benefit in a lump sum payment.
|
7.2.4
|
Notwithstanding anything in this Article VII or Article IV to the contrary, a Participant may delay the payment of a Deferred Benefit or change the form of payment of a Deferred Benefit by filing a Further Deferral Request with the Administrator. Such request must be made not less than twelve (12) months prior to the date the payment is scheduled to be paid (or in the case of installment payments, twelve (12) months prior to the date the first payment was scheduled to be paid), and shall, if so filed, be effective twelve (12) months after the date on which it is filed with the Administrator. In the case of a Deferred Benefit payable under Sections 7.1.1, 7.1.2 and 7.1.5 of this Agreement, the requested delay for payment must be for a period of not less than five (5) years from the date that such payment would have been otherwise made (or in the case of an installment payment, five (5) years from the date the first payment was scheduled to be paid).
|
7.3.1.
|
Payments of any Deferred Benefit in accordance with Section 7.1.1 shall be made during the month of January of the calendar year elected by the Participant;
|
7.3.2.
|
Payments of any Deferred Benefit in accordance with Section 7.1.2 shall be made during the month of January of the calendar year following the year in which the Participant's Separation from Service occurred; provided, however, that in the event the Participant is a Specified Employee, their payment shall be made during the later of the following two periods: (a) during the month of January of the calendar year following the year in which their Separation from Service occurred or (b) the seventh month following their Separation from Service.
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7.3.3
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Payments of any Deferred Benefit in accordance with Sections 7.1.3 and 7.1.4 shall be made within sixty (60) days of the Participant's death or Disability.
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7.3.3
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Payments of any Deferred Benefit in accordance with Section 7.1.5 shall be made within sixty (60) days of the Change of Control.
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8.3.1
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The Participant's surviving Spouse;
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8.3.2
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The Participant's living children in equal shares, except that if any of the children predecease the Participant but leave issue surviving, then such issue shall take by right of representation the share their parent would have taken if living;
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8.3.3
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The personal representative (executor or administrator) of Participant's estate.
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WINNEBAGO INDUSTRIES, INC.
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By:
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/s/ Raymond M. Beebe
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Its:
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Vice President, General Counsel & Secretary
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Date:
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June 21, 2011
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Jurisdiction of
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Percent of
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Name of Corporation
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Incorporation
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Ownership
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Winnebago Industries, Inc.
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Iowa
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Parent
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Winnebago of Indiana, LLC
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Iowa
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100%
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/s/ DELOITTE & TOUCHE LLP
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Minneapolis, Minnesota
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October 25, 2011
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1.
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I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
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2.
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Based on my knowledge, this Annual 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 Annual Report;
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3.
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Based on my knowledge, the financial statements and other financial information included in this Annual 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 Annual Report;
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4.
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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:
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a.
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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 Annual Report is being prepared;
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b.
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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;
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c.
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evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
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d.
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disclosed in this Annual 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 fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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October 25, 2011
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By:
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/s/ Randy Potts
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Randy Potts
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
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2.
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Based on my knowledge, this Annual 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 Annual Report;
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3.
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Based on my knowledge, the financial statements and other financial information included in this Annual 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 Annual Report;
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4.
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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:
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a.
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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 Annual Report is being prepared;
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b.
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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;
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c.
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evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
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d.
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disclosed in this Annual 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 fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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October 25, 2011
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By:
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/s/ Sarah N. Nielsen
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Sarah N. Nielsen
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Vice President, Chief Financial Officer
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a.
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This Annual Report on Form 10-K (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal year ended
August 27, 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
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b.
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the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
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Date:
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October 25, 2011
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By:
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/s/ Randy Potts
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Randy Potts
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Chief Executive Officer and President
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a.
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This Annual Report on Form 10-K (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal year ended
August 27, 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
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b.
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the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
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Date:
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October 25, 2011
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By:
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/s/ Sarah N. Nielsen
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Sarah N. Nielsen
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Vice President, Chief Financial Officer
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