|
FORM 10-K
|
Iowa
|
|
42-0802678
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
|
P.O. Box 152, Forest City, Iowa
|
|
50436
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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.
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
|
|
Item 15.
|
ARS
|
Auction Rate Securities
|
ASC
|
Accounting Standards Codification
|
ASP
|
Average Sales Price
|
ASU
|
Accounting Standards Update
|
CCMF
|
Charles City Manufacturing Facility
|
COLI
|
Company Owned Life Insurance
|
DCF
|
Discounted Cash Flow
|
EBITDA
|
Earnings Before Interest, Tax, Depreciation, and Amortization
|
EPS
|
Earnings Per Share
|
FASB
|
Financial Accounting Standards Board
|
FIFO
|
First In, First Out
|
GAAP
|
Generally Accepted Accounting Principles
|
IRS
|
Internal Revenue Service
|
LIBOR
|
London Interbank Offered Rate
|
LIFO
|
Last In, First Out
|
Loan Agreement
|
Loan and Security Agreement dated October 13, 2009 by and between Winnebago Industries, Inc. and Wells Fargo Bank, National Association, as successor to Burdale Capital Finance, Inc., as Agent
|
MVA
|
Motor Vehicle Act
|
NMF
|
Non-Meaningful Figure
|
NOL
|
Net Operating Loss
|
NYSE
|
New York Stock Exchange
|
OEM
|
Original Equipment Manufacturing
|
OSHA
|
Occupational Safety and Health Administration
|
ROE
|
Return on Equity
|
ROIC
|
Return on Invested Capital
|
RV
|
Recreation Vehicle
|
RVIA
|
Recreation Vehicle Industry Association
|
SEC
|
U.S. Securities and Exchange Commission
|
SERP
|
Supplemental Executive Retirement Plan
|
SIR
|
Self-Insured Retention
|
Stat Surveys
|
Statistical Surveys, Inc.
|
SunnyBrook
|
SunnyBrook RV, Inc.
|
Towables
|
Winnebago of Indiana, LLC, a wholly-owned subsidiary of Winnebago Industries, Inc.
|
US
|
United States of America
|
Wells Fargo
|
Wells Fargo Bank, National Association
|
XBRL
|
eXtensible Business Reporting Language
|
|
Year Ended
(1)
|
||||||||||||||||||||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
|
August 30, 2008
|
||||||||||||||||||||
Motor homes
(2)
|
$
|
483,532
|
|
83.1
|
%
|
|
$
|
443,232
|
|
89.3
|
%
|
|
$
|
415,277
|
|
92.4
|
%
|
|
$
|
178,619
|
|
84.5
|
%
|
|
$
|
555,671
|
|
91.9
|
%
|
Towables
(3)
|
56,784
|
|
9.8
|
%
|
|
16,712
|
|
3.4
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||||
Motor home parts and services
|
12,661
|
|
2.2
|
%
|
|
13,105
|
|
2.6
|
%
|
|
13,655
|
|
3
|
%
|
|
12,559
|
|
5.9
|
%
|
|
16,923
|
|
2.8
|
%
|
|||||
Other manufactured products
|
28,702
|
|
4.9
|
%
|
|
23,369
|
|
4.7
|
%
|
|
20,552
|
|
4.6
|
%
|
|
20,341
|
|
9.6
|
%
|
|
31,758
|
|
5.3
|
%
|
|||||
Total net revenues
|
$
|
581,679
|
|
100.0
|
%
|
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
$
|
211,519
|
|
100.0
|
%
|
|
$
|
604,352
|
|
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 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
|
August 29, 2009
|
|
August 30, 2008
|
|||||||||||||||
Class A
|
2,579
|
|
55.6
|
%
|
|
2,436
|
|
55.4
|
%
|
|
2,452
|
|
55.3
|
%
|
|
822
|
|
37.4
|
%
|
|
3,029
|
|
47.3
|
%
|
Class B
|
319
|
|
6.9
|
%
|
|
103
|
|
2.3
|
%
|
|
236
|
|
5.3
|
%
|
|
149
|
|
6.8
|
%
|
|
140
|
|
2.2
|
%
|
Class C
|
1,744
|
|
37.6
|
%
|
|
1,856
|
|
42.2
|
%
|
|
1,745
|
|
39.4
|
%
|
|
1,225
|
|
55.8
|
%
|
|
3,238
|
|
50.5
|
%
|
Total motor homes
|
4,642
|
|
100.0
|
%
|
|
4,395
|
|
100.0
|
%
|
|
4,433
|
|
100.0
|
%
|
|
2,196
|
|
100.0
|
%
|
|
6,407
|
|
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
|
Sunset Creek Sport, Raven, Remington
|
Winnebago One, Winnebago Minnie, Winnebago Ultra
|
Fifth wheel
|
Raven, Remington
|
Winnebago Lite Five
|
Name
|
Office (Year First Elected an Officer)
|
Age
|
Randy J. Potts
(1)
|
Chairman of the Board, Chief Executive Officer and President (2006)
|
53
|
Steven Scott Degnan
|
Vice President, Sales and Product Management (2012)
|
47
|
Scott C. Folkers
|
Vice President, General Counsel & Secretary (2012)
|
50
|
Robert L. Gossett
|
Vice President, Administration (1998)
|
61
|
Daryl W. Krieger
|
Vice President, Manufacturing (2010)
|
49
|
Sarah N. Nielsen
|
Vice President, Chief Financial Officer (2005)
|
39
|
William J. O'Leary
|
Vice President, Product Development (2001)
|
63
|
Donald L. Heidemann
|
Treasurer and Director of Finance (2007)
|
40
|
•
|
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 2012
|
High
|
Low
|
Close
|
|
Fiscal 2011
|
High
|
Low
|
Close
|
||||||||||||
First Quarter
|
$
|
8.95
|
|
$
|
6.02
|
|
$
|
6.07
|
|
|
First Quarter
|
$
|
12.25
|
|
$
|
8.35
|
|
$
|
10.54
|
|
Second Quarter
|
10.51
|
|
6.15
|
|
9.44
|
|
|
Second Quarter
|
16.60
|
|
10.20
|
|
14.22
|
|
||||||
Third Quarter
|
10.65
|
|
8.14
|
|
9.08
|
|
|
Third Quarter
|
15.77
|
|
11.25
|
|
11.52
|
|
||||||
Fourth Quarter
|
11.46
|
|
8.50
|
|
11.01
|
|
|
Fourth Quarter
|
11.74
|
|
6.31
|
|
7.14
|
|
Period
|
Total Number
of Shares
Purchased
|
Average Price
Paid per Share
|
Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
Approximate Dollar Value
of Shares That May Yet Be
Purchased Under the
Plans or Programs
|
|||||||||
5/27/12 - 06/30/12
|
1,623
|
|
$
|
8.63
|
|
1,623
|
|
(1)
|
|
$
|
58,888,000
|
|
|
07/01/12 - 07/28/12
|
279,418
|
|
$
|
10.40
|
|
279,418
|
|
|
|
$
|
55,983,000
|
|
|
07/29/12 - 08/25/12
|
311,143
|
|
$
|
10.74
|
|
311,143
|
|
|
|
$
|
52,640,000
|
|
|
Total
|
592,184
|
|
$
|
10.57
|
|
592,184
|
|
(1)
|
|
$
|
52,640,000
|
|
|
|
(a)
|
(b)
|
(c)
|
||||||
(Adjusted for the 2-for-1 Stock
Split on March 5, 2004)
Plan Category
|
Number of Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in (a))
|
||||||
Equity compensation plans
approved by shareholders
|
727,664
|
|
(1)
|
$
|
29.08
|
|
3,008,232
|
|
(2)
|
Equity compensation plans not
approved by shareholders
(3)
|
117,535
|
|
(4)
|
|
12.38
|
|
—
|
|
(5)
|
Total
|
845,199
|
|
|
$
|
26.75
|
|
3,008,232
|
|
|
(1)
|
This number includes 568,126 stock options granted under the 2004 Incentive Compensation Plan, as amended (the "Plan"). Also included are 159,538 options granted under the 1997 Stock Option Plan.
|
(2)
|
This number represents stock options available for grant under the Plan as of
August 25, 2012
. The Plan replaced the 1997 Stock Option Plan effective January 1, 2004. No new grants may be made under the 1997 Stock Option Plan. Any stock options previously granted under the 1997 Stock Option Plan will continue to be exercisable in accordance with their original terms and conditions.
|
(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 18, 2012 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 25, 2012
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
|
8/25/07
|
|
8/30/08
|
|
8/29/09
|
|
8/28/10
|
|
8/27/11
|
|
8/25/12
|
||||||
Winnebago Industries, Inc.
|
100.00
|
|
|
42.57
|
|
|
44.03
|
|
|
34.29
|
|
|
27.06
|
|
|
43.01
|
|
S&P 500 Index
|
100.00
|
|
|
88.57
|
|
|
72.99
|
|
|
77.05
|
|
|
86.86
|
|
|
106.38
|
|
Peer Group
|
100.00
|
|
|
65.93
|
|
|
61.03
|
|
|
75.09
|
|
|
103.08
|
|
|
156.62
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
|
Through August 31
|
|
Calendar Year
|
||||||||
US Retail Motorized:
|
|
2012
|
2011
|
|
2011
|
2010
|
2009
|
|||||
Class A gas
|
|
22.9
|
%
|
22.3
|
%
|
|
22.2
|
%
|
23.7
|
%
|
22.9
|
%
|
Class A diesel
|
|
20.0
|
%
|
17.2
|
%
|
|
17.6
|
%
|
15.2
|
%
|
11.4
|
%
|
Total Class A
|
|
21.7
|
%
|
20.1
|
%
|
|
20.2
|
%
|
19.5
|
%
|
16.6
|
%
|
Class C
|
|
17.5
|
%
|
16.6
|
%
|
|
17.5
|
%
|
17.9
|
%
|
22.7
|
%
|
Total Class A and C
|
|
19.7
|
%
|
18.5
|
%
|
|
19.0
|
%
|
18.8
|
%
|
19.1
|
%
|
|
|
|
|
|
|
|
|
|||||
Class B
|
|
16.0
|
%
|
4.7
|
%
|
|
7.7
|
%
|
15.6
|
%
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|||||
|
|
Through July 31
|
|
Calendar Year
|
||||||||
Canadian Retail Motorized:
|
|
2012
|
2011
|
|
2011
|
2010
|
2009
|
|||||
Class A gas
|
|
14.6
|
%
|
16.3
|
%
|
|
16.5
|
%
|
14.9
|
%
|
13.8
|
%
|
Class A diesel
|
|
16.0
|
%
|
19.3
|
%
|
|
18.0
|
%
|
9.9
|
%
|
7.0
|
%
|
Total Class A
|
|
15.1
|
%
|
17.5
|
%
|
|
17.1
|
%
|
12.6
|
%
|
10.0
|
%
|
Class C
|
|
13.1
|
%
|
17.0
|
%
|
|
15.9
|
%
|
13.8
|
%
|
9.5
|
%
|
Total Class A and C
|
|
14.0
|
%
|
17.2
|
%
|
|
16.5
|
%
|
13.2
|
%
|
9.8
|
%
|
|
|
|
|
|
|
|
|
|||||
Class B
|
|
11.5
|
%
|
3.0
|
%
|
|
7.1
|
%
|
4.8
|
%
|
2.3
|
%
|
|
|
Through July 31
|
|
Calendar Year
|
|||||
US Retail Towables:
|
|
2012
|
|
2011
|
|
2011
|
|||
Travel trailer
|
|
0.8
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
Fifth wheel
|
|
1.0
|
%
|
|
0.4
|
%
|
|
0.5
|
%
|
Total towables
|
|
0.8
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
|
|
Through July 31
|
|
Calendar Year
|
|||||
Canadian Retail Towables:
|
|
2012
|
|
2011
|
|
2011
|
|||
Travel trailer
|
|
0.4
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
Fifth wheel
|
|
1.0
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
Total towables
|
|
0.5
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
|
|
Class A, B & C Motor Homes
|
|
Travel Trailers & Fifth Wheels
|
||||||||||||||
|
|
|
|
As of Quarter End
|
|
|
|
As of Quarter End
|
||||||||||
|
|
Wholesale
|
Retail
|
Dealer
|
Order
|
|
Wholesale
|
Retail
|
Dealer
|
Order
|
||||||||
(In units)
|
|
Deliveries
|
Registrations
|
Inventory
|
Backlog
|
|
Deliveries
|
Registrations
|
Inventory
|
Backlog
|
||||||||
Q1
|
|
1,115
|
|
1,093
|
|
2,066
|
|
698
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Q2
|
|
909
|
|
796
|
|
2,179
|
|
957
|
|
|
85
|
|
100
|
|
905
|
|
151
|
|
Q3
|
|
1,283
|
|
1,394
|
|
2,068
|
|
642
|
|
|
326
|
|
203
|
|
1,028
|
|
164
|
|
Q4
|
|
1,088
|
|
1,198
|
|
1,958
|
|
681
|
|
|
358
|
|
420
|
|
966
|
|
293
|
|
Fiscal 2011
|
|
4,395
|
|
4,481
|
|
|
|
|
769
|
|
723
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Q1
|
|
1,040
|
|
1,053
|
|
1,945
|
|
618
|
|
|
435
|
|
255
|
|
1,146
|
|
460
|
|
Q2
|
|
1,001
|
|
872
|
|
2,074
|
|
1,004
|
|
|
562
|
|
332
|
|
1,376
|
|
417
|
|
Q3
|
|
1,280
|
|
1,414
|
|
1,940
|
|
1,237
|
|
|
646
|
|
652
|
|
1,370
|
|
505
|
|
Q4
|
|
1,321
|
|
1,334
|
|
1,927
|
|
1,473
|
|
|
695
|
|
700
|
|
1,365
|
|
411
|
|
Fiscal 2012
|
|
4,642
|
|
4,673
|
|
|
|
|
2,338
|
|
1,939
|
|
|
|
(In thousands)
|
Revenues
|
|
Gross Profit
|
|
Gross Margin
|
|
Operating
Income (Loss)
|
|
Operating Margin
|
|||||||||||||||||||||
2012
|
2011
|
|
2012
|
2011
|
|
2012
|
2011
|
|
2012
|
2011
|
|
2012
|
2011
|
|||||||||||||||||
Q1
|
$
|
131,837
|
|
$
|
123,711
|
|
|
$
|
8,496
|
|
$
|
11,199
|
|
|
6.4
|
%
|
9.1
|
%
|
|
$
|
627
|
|
$
|
4,925
|
|
|
0.5
|
%
|
4.0
|
%
|
Q2
|
131,600
|
|
106,593
|
|
|
6,846
|
|
11,324
|
|
|
5.2
|
%
|
10.6
|
%
|
|
(1,164
|
)
|
4,050
|
|
|
(0.9
|
)%
|
3.8
|
%
|
||||||
Q3
|
155,709
|
|
135,568
|
|
|
12,071
|
|
8,703
|
|
|
7.8
|
%
|
6.4
|
%
|
|
3,527
|
|
538
|
|
|
2.3
|
%
|
0.4
|
%
|
||||||
Q4
|
162,533
|
|
130,546
|
|
|
16,267
|
|
8,528
|
|
|
10.0
|
%
|
6.5
|
%
|
|
6,536
|
|
1,766
|
|
|
4.0
|
%
|
1.4
|
%
|
||||||
Total
|
$
|
581,679
|
|
$
|
496,418
|
|
|
$
|
43,680
|
|
$
|
39,754
|
|
|
7.5
|
%
|
8.0
|
%
|
|
$
|
9,526
|
|
$
|
11,279
|
|
|
1.6
|
%
|
2.3
|
%
|
|
US and Canada Industry Class A, B & C Motor Homes
|
|||||||||||||||||||
|
Wholesale Shipments
(1)
|
|
Retail Registrations
(2)
|
|||||||||||||||||
|
Calendar Year
|
|
Calendar Year
|
|||||||||||||||||
(In units)
|
2011
|
|
|
2010
|
|
Increase
(Decrease)
|
Change
|
|
2011
|
|
|
2010
|
|
Increase
(Decrease)
|
Change
|
|||||
Q1
|
6,900
|
|
|
5,700
|
|
1,200
|
|
21.1
|
%
|
|
5,100
|
|
|
5,000
|
|
100
|
|
2.0
|
%
|
|
Q2
|
7,800
|
|
|
7,800
|
|
—
|
|
—
|
%
|
|
8,200
|
|
|
8,400
|
|
(200
|
)
|
(2.4
|
)%
|
|
Q3
|
5,300
|
|
|
6,200
|
|
(900
|
)
|
(14.5
|
)%
|
|
6,100
|
|
|
6,100
|
|
—
|
|
—
|
%
|
|
Q4
|
4,800
|
|
|
5,500
|
|
(700
|
)
|
(12.7
|
)%
|
|
4,600
|
|
|
4,600
|
|
—
|
|
—
|
%
|
|
Total
|
24,800
|
|
|
25,200
|
|
(400
|
)
|
(1.6
|
)%
|
|
24,000
|
|
|
24,100
|
|
(100
|
)
|
(0.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(In units)
|
2012
|
|
|
2011
|
|
Increase
(Decrease)
|
Change
|
|
2012
|
|
|
2011
|
|
Increase
(Decrease)
|
Change
|
|||||
Q1
|
6,900
|
|
|
6,900
|
|
—
|
|
—
|
%
|
|
5,700
|
|
|
5,100
|
|
600
|
|
11.8
|
%
|
|
Q2
|
7,600
|
|
|
7,800
|
|
(200
|
)
|
(2.6
|
)%
|
|
8,100
|
|
|
8,200
|
|
(100
|
)
|
(1.2
|
)%
|
|
July
|
2,000
|
|
|
1,700
|
|
300
|
|
17.6
|
%
|
|
2,500
|
|
|
2,100
|
|
400
|
|
19.0
|
%
|
|
August
|
2,500
|
|
|
1,900
|
|
600
|
|
31.6
|
%
|
|
1,900
|
|
(4
|
)
|
2,000
|
|
|
|
|
|
September
|
1,900
|
|
(3)
|
1,700
|
|
200
|
|
11.8
|
%
|
|
|
(5
|
)
|
2,000
|
|
|
|
|||
Q3
|
6,400
|
|
(3)
|
5,300
|
|
1,100
|
|
20.8
|
%
|
|
|
(5
|
)
|
6,100
|
|
|
|
|||
Q4
|
5,100
|
|
(3)
|
4,800
|
|
300
|
|
6.3
|
%
|
|
|
(5
|
)
|
4,600
|
|
|
|
|||
Total
|
26,000
|
|
(3)
|
24,800
|
|
1,200
|
|
4.8
|
%
|
|
|
|
|
24,000
|
|
|
|
|
(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 Stat Surveys for the US and Canada combined, rounded to the nearest hundred.
|
(3)
|
Monthly and quarterly 2012 Class A, B and C wholesale shipments for September and the third and fourth calendar quarters are based upon the forecast prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the RoadSigns RV Fall 2012 Industry Forecast Issue. The revised RVIA annual 2012 wholesale shipment forecast is 25,100 and the annual forecast for 2013 is 25,500.
|
(4)
|
U.S. retail registrations for Class A, B and C for August, 2012. Canadian retail registrations are not yet available.
|
(5)
|
Stat Surveys has not issued a projection for 2012 retail demand for this period.
|
|
US and Canada Travel Trailer & Fifth Wheel Industry
|
||||||||||||||||||||
|
Wholesale Shipments
(1)
|
|
Retail Registrations
(2)
|
||||||||||||||||||
|
Calendar Year
|
|
Calendar Year
|
||||||||||||||||||
(In units)
|
2011
|
|
|
2010
|
|
Increase
(Decrease)
|
Change
|
|
2011
|
|
|
2010
|
|
Increase
|
Change
|
||||||
Q1
|
54,200
|
|
|
49,300
|
|
4,900
|
|
9.9
|
%
|
|
33,400
|
|
|
31,100
|
|
2,300
|
|
7.4
|
%
|
||
Q2
|
66,000
|
|
|
62,300
|
|
3,700
|
|
5.9
|
%
|
|
75,000
|
|
|
69,400
|
|
5,600
|
|
8.1
|
%
|
||
Q3
|
47,500
|
|
|
48,600
|
|
(1,100
|
)
|
(2.3
|
)%
|
|
59,400
|
|
|
57,200
|
|
2,200
|
|
3.8
|
%
|
||
Q4
|
45,200
|
|
|
39,000
|
|
6,200
|
|
15.9
|
%
|
|
29,500
|
|
|
28,300
|
|
1,200
|
|
4.2
|
%
|
||
Total
|
212,900
|
|
|
199,200
|
|
13,700
|
|
6.9
|
%
|
|
197,300
|
|
|
186,000
|
|
11,300
|
|
6.1
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In units)
|
2012
|
|
|
2011
|
|
Increase
|
Change
|
|
2012
|
|
|
2011
|
|
Increase
|
Change
|
||||||
Q1
|
60,400
|
|
|
54,200
|
|
6,200
|
|
11.4
|
%
|
|
38,600
|
|
|
33,400
|
|
5,200
|
|
15.6
|
%
|
||
Q2
|
71,100
|
|
|
66,000
|
|
5,100
|
|
7.7
|
%
|
|
79,000
|
|
|
75,000
|
|
4,000
|
|
5.3
|
%
|
||
July
|
19,600
|
|
|
15,100
|
|
4,500
|
|
29.8
|
%
|
|
22,900
|
|
|
22,500
|
|
400
|
|
1.8
|
%
|
||
August
|
21,000
|
|
|
18,100
|
|
2,900
|
|
16.0
|
%
|
|
|
(4
|
)
|
20,900
|
|
|
|
|
|||
September
|
16,500
|
|
(3
|
)
|
14,300
|
|
2,200
|
|
15.4
|
%
|
|
|
(4
|
)
|
16,000
|
|
|
|
|||
Q3
|
57,100
|
|
(3
|
)
|
47,500
|
|
9,600
|
|
20.2
|
%
|
|
|
(4
|
)
|
59,400
|
|
|
|
|||
Q4
|
48,200
|
|
(3
|
)
|
45,200
|
|
3,000
|
|
6.6
|
%
|
|
|
(4
|
)
|
29,500
|
|
|
|
|||
Total
|
236,800
|
|
(3
|
)
|
212,900
|
|
23,900
|
|
11.2
|
%
|
|
|
|
|
197,300
|
|
|
|
|
(1)
|
Towable wholesale shipments as reported by RVIA, rounded to the nearest hundred.
|
(2)
|
Towable retail registrations as reported by Stat Surveys for the US and Canada combined, rounded to the nearest hundred.
|
(3)
|
Monthly and quarterly 2012 towable wholesale shipments for September and the third and fourth calendar quarters are based upon the forecast prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the RoadSigns RV Fall 2012 Industry Forecast Issue. The revised annual 2012 wholesale shipment forecast is 234,700 and the annual forecast for 2013 is 238,400.
|
(4)
|
Statistical Surveys has not issued a projection for 2012 retail demand for this period.
|
|
As Of
|
||||||||||||||||
(In units)
|
August 25, 2012
|
|
August 27, 2011
|
|
Increase (Decrease)
|
%
Change
|
|||||||||||
Class A gas
|
642
|
|
43.6
|
%
|
|
230
|
|
33.8
|
%
|
|
412
|
|
179.1
|
%
|
|||
Class A diesel
|
333
|
|
22.6
|
%
|
|
177
|
|
26.0
|
%
|
|
156
|
|
88.1
|
%
|
|||
Total Class A
|
975
|
|
66.2
|
%
|
|
407
|
|
59.8
|
%
|
|
568
|
|
139.6
|
%
|
|||
Class B
|
118
|
|
8.0
|
%
|
|
71
|
|
10.4
|
%
|
|
47
|
|
66.2
|
%
|
|||
Class C
|
380
|
|
25.8
|
%
|
|
203
|
|
29.8
|
%
|
|
177
|
|
87.2
|
%
|
|||
Total motor home backlog
(1)
|
1,473
|
|
100.0
|
%
|
|
681
|
|
100.0
|
%
|
|
792
|
|
116.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
306
|
|
74.5
|
%
|
|
187
|
|
63.8
|
%
|
|
119
|
|
63.6
|
%
|
|||
Fifth wheel
|
105
|
|
25.5
|
%
|
|
106
|
|
36.2
|
%
|
|
(1
|
)
|
(0.9
|
)%
|
|||
Total towable backlog
(1)
|
411
|
|
100.0
|
%
|
|
293
|
|
100.0
|
%
|
|
118
|
|
40.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Approximate backlog revenue in thousands
|
|
|
|
|
|
|
|
||||||||||
Motor home
|
$
|
163,725
|
|
|
|
$
|
74,704
|
|
|
|
$
|
89,021
|
|
119.2
|
%
|
||
Towable
|
$
|
8,776
|
|
|
|
$
|
6,669
|
|
|
|
$
|
2,107
|
|
31.6
|
%
|
(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 25,
2012 |
% of
Revenues
(1)
|
August 27,
2011 |
% of
Revenues
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
581,679
|
|
100.0
|
%
|
$
|
496,418
|
|
100.0
|
%
|
$
|
85,261
|
|
17.8
|
%
|
Cost of goods sold
|
537,999
|
|
92.5
|
%
|
456,664
|
|
92.0
|
%
|
81,335
|
|
17.8
|
%
|
|||
Gross profit
|
43,680
|
|
7.5
|
%
|
39,754
|
|
8.0
|
%
|
3,926
|
|
9.9
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
16,837
|
|
2.9
|
%
|
14,251
|
|
2.9
|
%
|
2,586
|
|
18.1
|
%
|
|||
General and administrative
|
17,267
|
|
3.0
|
%
|
14,263
|
|
3.0
|
%
|
3,004
|
|
21.1
|
%
|
|||
Assets held for sale impairment and (gain), net
|
50
|
|
—
|
%
|
(39
|
)
|
—
|
%
|
89
|
|
NMF
|
|
|||
Operating expenses
|
34,154
|
|
5.9
|
%
|
28,475
|
|
5.7
|
%
|
5,679
|
|
19.9
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income
|
9,526
|
|
1.6
|
%
|
11,279
|
|
2.3
|
%
|
(1,753
|
)
|
—
|
%
|
|||
Non-operating income
|
581
|
|
0.1
|
%
|
658
|
|
0.1
|
%
|
(77
|
)
|
(11.7
|
)%
|
|||
Income before income taxes
|
10,107
|
|
1.7
|
%
|
11,937
|
|
2.4
|
%
|
(1,830
|
)
|
(15.3
|
)%
|
|||
(Benefit) provision for taxes
|
(34,865
|
)
|
(6.0
|
)%
|
94
|
|
—
|
%
|
(34,959
|
)
|
NMF
|
|
|||
Net income
|
$
|
44,972
|
|
7.7
|
%
|
$
|
11,843
|
|
2.4
|
%
|
$
|
33,129
|
|
279.7
|
%
|
Diluted income per share
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
1.13
|
|
275.6
|
%
|
||
Diluted average shares outstanding
|
29,207
|
|
|
29,148
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||||||
(In units)
|
August 25,
2012 |
Product
Mix %
(1)
|
August 27,
2011 |
Product
Mix %
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Motor homes:
|
|
|
|
|
|
|
|||||||||
Class A gas
|
1,648
|
|
35.5
|
%
|
1,518
|
|
34.5
|
%
|
130
|
|
8.6
|
%
|
|||
Class A diesel
|
931
|
|
20.1
|
%
|
918
|
|
20.9
|
%
|
13
|
|
1.4
|
%
|
|||
Total Class A
|
2,579
|
|
55.6
|
%
|
2,436
|
|
55.4
|
%
|
143
|
|
5.9
|
%
|
|||
Class B
(2)
|
319
|
|
6.9
|
%
|
103
|
|
2.3
|
%
|
216
|
|
209.7
|
%
|
|||
Class C
|
1,744
|
|
37.6
|
%
|
1,856
|
|
42.2
|
%
|
(112
|
)
|
(6.0
|
)%
|
|||
Total motor home deliveries
|
4,642
|
|
100.0
|
%
|
4,395
|
|
100.0
|
%
|
247
|
|
5.6
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
$
|
105
|
|
|
$
|
102
|
|
|
$
|
4
|
|
3.4
|
%
|
||
|
|
|
|
|
|
|
|||||||||
Towables:
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
1,372
|
|
58.7
|
%
|
575
|
|
74.8
|
%
|
797
|
|
397.9
|
%
|
|||
Fifth wheel
|
966
|
|
41.3
|
%
|
194
|
|
25.2
|
%
|
772
|
|
138.6
|
%
|
|||
Total towable deliveries
|
2,338
|
|
100.0
|
%
|
769
|
|
100.0
|
%
|
1,569
|
|
204.0
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
$
|
24
|
|
|
$
|
21
|
|
|
$
|
3
|
|
12.6
|
%
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||||
Motor homes
(1)
|
$
|
483,532
|
|
83.1
|
%
|
|
$
|
443,232
|
|
89.3
|
%
|
|
$
|
40,300
|
|
9.1
|
%
|
Towables
(2)
|
56,784
|
|
9.8
|
%
|
|
16,712
|
|
3.4
|
%
|
|
40,072
|
|
100.0
|
%
|
|||
Motor home parts and services
|
12,661
|
|
2.2
|
%
|
|
13,105
|
|
2.6
|
%
|
|
(444
|
)
|
(3.4
|
)%
|
|||
Other manufactured products
|
28,702
|
|
4.9
|
%
|
|
23,369
|
|
4.7
|
%
|
|
5,333
|
|
22.8
|
%
|
|||
Total net revenues
|
$
|
581,679
|
|
100.0
|
%
|
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
85,261
|
|
17.2
|
%
|
(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, increased to
85.3%
this year from
84.0%
last year which was due to inflationary commodity pressures experienced in the first half of the fiscal year that were not passed on. Also impacting our variable costs were the following two significant items:
|
◦
|
In Fiscal 2011, our variable costs were positively impacted by a $3.5 million favorable inventory adjustment as a result of the annual physical inventory. This adjustment in the aggregate favorably impacted our material, labor, variable overhead and fixed overhead costs by 0.7% as a percentage of net revenues in Fiscal 2011.
|
◦
|
Our variable costs were favorably impacted by
$613,000
, or 0.1%, of net revenues for Fiscal 2012 due to a LIFO inventory gain as a result of deflation, as compared to LIFO inventory expense of
$2.1 million
, or 0.4%, of net revenues for Fiscal 2011.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to
7.1%
of net revenues compared to
8.0%
for Fiscal 2011. With similar spending levels, the difference was due primarily to increased revenues in Fiscal 2012.
|
•
|
All factors considered, gross profit decreased from
8.0%
to
7.5%
of net revenues.
|
|
Year Ended
|
||||||||||
|
August 25, 2012
|
|
August 27, 2011
|
||||||||
(In thousands)
|
Amount
|
Effective
Rate
|
|
Amount
|
Effective
Rate
|
||||||
Tax expense on current operations
|
$
|
2,914
|
|
28.8
|
%
|
|
$
|
2,597
|
|
21.7
|
%
|
Valuation allowance decrease
|
(37,681
|
)
|
(372.8
|
)%
|
|
(2,013
|
)
|
(16.8
|
)%
|
||
Uncertain tax positions settlements and adjustments
|
(159
|
)
|
(1.6
|
)%
|
|
(490
|
)
|
(4.1
|
)%
|
||
Amended tax returns
|
61
|
|
0.6
|
%
|
|
—
|
|
—
|
%
|
||
Total (benefit) provision for taxes
|
$
|
(34,865
|
)
|
(345.0
|
)%
|
|
$
|
94
|
|
0.8
|
%
|
|
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
|
|
10.4
|
%
|
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
|
%
|
|||
Income before income taxes
|
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
|
|
|
|
|
(1)
|
Percentages may not add due to rounding differences.
|
|
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
|
|
6.3
|
%
|
||
|
|
|
|
|
|
|
|||||||||
Towables:
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
575
|
|
74.8
|
%
|
|
|
|
|
|||||||
Fifth wheel
|
194
|
|
25.2
|
%
|
|
|
|
|
|||||||
Total towable deliveries
|
769
|
|
100.0
|
%
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
$
|
21
|
|
|
|
|
|
|
(1)
|
Percentages may not add due to rounding differences.
|
|
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% in Fiscal 2011 from 85.2% in Fiscal 2010 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 in Fiscal 2011 due to LIFO inventory expense, as compared to a LIFO inventory gain on liquidation of $783,000, or 0.2%, of net revenues in Fiscal 2010. This increase was due to inflation and higher inventory levels in Fiscal 2011.
|
•
|
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% in Fiscal 2010. With similar spending levels, the difference was due primarily to increased revenues in Fiscal 2011.
|
•
|
All factors considered, gross profit increased to 8.0% of net revenues in Fiscal 2011 from 5.8% of net revenues in Fiscal 2010.
|
|
Year Ended
|
||||||||||
|
August 27, 2011
|
|
August 28, 2010
|
||||||||
(In thousands)
|
Amount
|
Effective
Rate
|
|
Amount
|
Effective
Rate
|
||||||
Tax expense on current operations
|
$
|
2,597
|
|
21.7
|
%
|
|
$
|
667
|
|
89.9
|
%
|
Valuation allowance decrease
|
(2,013
|
)
|
(16.8
|
)%
|
|
(5,456
|
)
|
(735.3
|
)%
|
||
Uncertain tax positions settlements and adjustments
|
(490
|
)
|
(4.1
|
)%
|
|
(3,195
|
)
|
(430.6
|
)%
|
||
Amended state returns and other items
|
—
|
|
—
|
%
|
|
(1,521
|
)
|
(205.0
|
)%
|
||
Total provision (benefit) for taxes
|
$
|
94
|
|
0.8
|
%
|
|
$
|
(9,505
|
)
|
(1,281.0
|
)%
|
•
|
Generated income before tax of $10.1 million.
|
•
|
Increase in inventory of
$17.3 million
: The increase was primarily a result of increased work-in-process and raw material inventory due to increased production levels, and higher average cost per unit due to the mix of product ordered by our dealers.
|
•
|
Stock repurchases of approximately
$6.6 million
.
|
|
Payments Due By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal
2013
|
Fiscal
2014-2015
|
Fiscal
2016-2017
|
More than
5 Years
|
||||||||||
Postretirement health care obligations
(1)
|
$
|
45,132
|
|
$
|
1,249
|
|
$
|
3,102
|
|
$
|
3,772
|
|
$
|
37,009
|
|
Deferred compensation obligations
(1)
|
23,732
|
|
2,752
|
|
5,166
|
|
4,471
|
|
11,343
|
|
|||||
Executive share option obligations
(1)
|
7,798
|
|
410
|
|
2,043
|
|
2,629
|
|
2,716
|
|
|||||
Supplemental executive retirement plan benefit obligations
(1)
|
3,342
|
|
480
|
|
407
|
|
356
|
|
2,099
|
|
|||||
Operating leases
(2)
|
1,866
|
|
958
|
|
908
|
|
—
|
|
—
|
|
|||||
Contracted services
|
15
|
|
15
|
|
—
|
|
—
|
|
—
|
|
|||||
Unrecognized tax benefits
(3)
|
5,228
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
87,113
|
|
$
|
5,864
|
|
$
|
11,626
|
|
$
|
11,228
|
|
$
|
53,167
|
|
|
Expiration By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal 2013
|
Fiscal
2014-2015
|
Fiscal
2016-2017
|
More than
5 Years
|
||||||||||
Contingent repurchase obligations
(2)
|
$
|
165,360
|
|
$
|
60,806
|
|
$
|
104,554
|
|
$
|
—
|
|
$
|
—
|
|
(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, President
|
|
Vice President, Chief Financial Officer
|
and Chairman of the Board
|
|
|
|
|
|
October 23, 2012
|
|
October 23, 2012
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Net revenues
|
$
|
581,679
|
|
|
$
|
496,418
|
|
|
$
|
449,484
|
|
Cost of goods sold
|
537,999
|
|
|
456,664
|
|
|
423,217
|
|
|||
Gross profit
|
43,680
|
|
|
39,754
|
|
|
26,267
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Selling
|
16,837
|
|
|
14,251
|
|
|
12,724
|
|
|||
General and administrative
|
17,267
|
|
|
14,263
|
|
|
13,023
|
|
|||
Assets held for sale impairment and (gain), net
|
50
|
|
|
(39
|
)
|
|
—
|
|
|||
Total operating expenses
|
34,154
|
|
|
28,475
|
|
|
25,747
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
9,526
|
|
|
11,279
|
|
|
520
|
|
|||
|
|
|
|
|
|
||||||
Non-operating income
|
581
|
|
|
658
|
|
|
222
|
|
|||
Income before income taxes
|
10,107
|
|
|
11,937
|
|
|
742
|
|
|||
|
|
|
|
|
|
||||||
(Benefit) provision for taxes
|
(34,865
|
)
|
|
94
|
|
|
(9,505
|
)
|
|||
Net income
|
$
|
44,972
|
|
|
$
|
11,843
|
|
|
$
|
10,247
|
|
|
|
|
|
|
|
||||||
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
Diluted
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
29,145
|
|
|
29,121
|
|
|
29,091
|
|
|||
Diluted
|
29,207
|
|
|
29,148
|
|
|
29,101
|
|
(In thousands, except per share data)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,683
|
|
|
$
|
69,307
|
|
Receivables, less allowance for doubtful accounts ($175 and $76, respectively)
|
22,726
|
|
|
19,981
|
|
||
Inventories
|
87,094
|
|
|
69,165
|
|
||
Prepaid expenses and other assets
|
4,509
|
|
|
4,227
|
|
||
Income taxes receivable
|
1,603
|
|
|
1,525
|
|
||
Deferred income taxes
|
8,453
|
|
|
649
|
|
||
Total current assets
|
187,068
|
|
|
164,854
|
|
||
Property, plant and equipment, net
|
19,978
|
|
|
22,589
|
|
||
Assets held for sale
|
550
|
|
|
600
|
|
||
Long-term investments
|
9,074
|
|
|
10,627
|
|
||
Investment in life insurance
|
23,127
|
|
|
23,669
|
|
||
Deferred income taxes
|
30,520
|
|
|
—
|
|
||
Goodwill
|
1,228
|
|
|
1,228
|
|
||
Amortizable intangible assets
|
641
|
|
|
720
|
|
||
Other assets
|
13,886
|
|
|
15,640
|
|
||
Total assets
|
$
|
286,072
|
|
|
$
|
239,927
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24,920
|
|
|
$
|
21,610
|
|
Income taxes payable
|
348
|
|
|
104
|
|
||
Accrued expenses:
|
|
|
|
||||
Accrued compensation
|
16,038
|
|
|
10,841
|
|
||
Product warranties
|
6,990
|
|
|
7,335
|
|
||
Self-insurance
|
4,137
|
|
|
3,203
|
|
||
Accrued loss on repurchases
|
627
|
|
|
1,174
|
|
||
Promotional
|
2,661
|
|
|
2,177
|
|
||
Other
|
5,297
|
|
|
4,874
|
|
||
Total current liabilities
|
61,018
|
|
|
51,318
|
|
||
Total long-term liabilities:
|
|
|
|
||||
Unrecognized tax benefits
|
5,228
|
|
|
5,387
|
|
||
Postretirement health care and deferred compensations benefits
|
75,135
|
|
|
74,492
|
|
||
Total long-term liabilities
|
80,363
|
|
|
79,879
|
|
||
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
|
28,496
|
|
|
30,131
|
|
||
Retained earnings
|
477,490
|
|
|
432,518
|
|
||
Accumulated other comprehensive income
|
(3,686
|
)
|
|
(454
|
)
|
||
Treasury stock, at cost (23,122 and 22,641 shares, respectively)
|
(383,497
|
)
|
|
(379,353
|
)
|
||
Total stockholders' equity
|
144,691
|
|
|
108,730
|
|
||
Total liabilities and stockholders' equity
|
$
|
286,072
|
|
|
$
|
239,927
|
|
|
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 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 loss
|
—
|
|
—
|
|
—
|
|
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
|
|
Stock option exercises
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Utilization of APIC pool due to stock award
|
—
|
|
—
|
|
(119
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(119
|
)
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
(2,011
|
)
|
—
|
|
—
|
|
120
|
|
2,011
|
|
—
|
|
||||||
Issuance of stock to directors
|
—
|
|
—
|
|
(214
|
)
|
—
|
|
—
|
|
27
|
|
449
|
|
235
|
|
||||||
Forfeitures
|
—
|
|
—
|
|
(95
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(95
|
)
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
804
|
|
—
|
|
—
|
|
—
|
|
—
|
|
804
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(628
|
)
|
(6,604
|
)
|
(6,604
|
)
|
||||||
Prior service cost and actuarial loss, net of $5,298 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,787
|
)
|
—
|
|
—
|
|
(5,787
|
)
|
||||||
Plan amendment, net of $1,729 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
2,869
|
|
—
|
|
—
|
|
2,869
|
|
||||||
Unrealized depreciation of investments, net of $189 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(314
|
)
|
—
|
|
—
|
|
(314
|
)
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
44,972
|
|
—
|
|
—
|
|
—
|
|
44,972
|
|
||||||
Balance, August 25, 2012
|
51,776
|
|
$
|
25,888
|
|
$
|
28,496
|
|
$
|
477,490
|
|
$
|
(3,686
|
)
|
(23,122
|
)
|
$
|
(383,497
|
)
|
$
|
144,691
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
44,972
|
|
|
$
|
11,843
|
|
|
$
|
10,247
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
4,872
|
|
|
5,492
|
|
|
6,340
|
|
|||
LIFO (income) expense
|
(613
|
)
|
|
2,075
|
|
|
(783
|
)
|
|||
Asset impairment
|
50
|
|
|
605
|
|
|
—
|
|
|||
Stock-based compensation
|
1,918
|
|
|
1,315
|
|
|
546
|
|
|||
Deferred income taxes including valuation allowance
|
(34,749
|
)
|
|
517
|
|
|
—
|
|
|||
Postretirement benefit income and deferred compensation expense
|
570
|
|
|
1,378
|
|
|
1,275
|
|
|||
Provision (reduction) for doubtful accounts
|
125
|
|
|
11
|
|
|
(37
|
)
|
|||
Loss (gain) on disposal of property
|
28
|
|
|
(994
|
)
|
|
25
|
|
|||
Gain on life insurance
|
(529
|
)
|
|
(372
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
90
|
|
|
111
|
|
|||
Increase in cash surrender value of life insurance policies
|
(732
|
)
|
|
(969
|
)
|
|
(1,090
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
(17,316
|
)
|
|
(23,792
|
)
|
|
4,107
|
|
|||
Receivables, prepaid and other assets
|
(2,085
|
)
|
|
101
|
|
|
(8,550
|
)
|
|||
Income taxes and unrecognized tax benefits
|
7
|
|
|
(2,127
|
)
|
|
14,692
|
|
|||
Accounts payable and accrued expenses
|
7,627
|
|
|
(1,551
|
)
|
|
9,756
|
|
|||
Postretirement and deferred compensation benefits
|
(4,030
|
)
|
|
(3,741
|
)
|
|
(3,600
|
)
|
|||
Net cash provided by (used in) operating activities
|
115
|
|
|
(10,119
|
)
|
|
33,039
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of investments, at par
|
1,050
|
|
|
7,150
|
|
|
15,850
|
|
|||
Proceeds from life insurance
|
1,652
|
|
|
659
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(2,213
|
)
|
|
(2,109
|
)
|
|
(1,874
|
)
|
|||
Proceeds from the sale of property
|
17
|
|
|
4,143
|
|
|
96
|
|
|||
Cash paid for acquisition, net of cash acquired
|
—
|
|
|
(4,694
|
)
|
|
—
|
|
|||
Other
|
(624
|
)
|
|
(914
|
)
|
|
262
|
|
|||
Net cash (used in) provided by investing activities
|
(118
|
)
|
|
4,235
|
|
|
14,334
|
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Payments for purchases of common stock
|
(6,604
|
)
|
|
(89
|
)
|
|
(250
|
)
|
|||
Payments of ARS portfolio
|
—
|
|
|
—
|
|
|
(9,100
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
83
|
|
|
280
|
|
|||
Other
|
(17
|
)
|
|
506
|
|
|
(178
|
)
|
|||
Net cash (used in) provided by financing activities
|
(6,621
|
)
|
|
500
|
|
|
(9,248
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(6,624
|
)
|
|
(5,384
|
)
|
|
38,125
|
|
|||
Cash and cash equivalents at beginning of year
|
69,307
|
|
|
74,691
|
|
|
36,566
|
|
|||
Cash and cash equivalents at end of year
|
$
|
62,683
|
|
|
$
|
69,307
|
|
|
$
|
74,691
|
|
|
|
|
|
|
|
||||||
Supplement cash flow disclosure:
|
|
|
|
|
|
||||||
Income taxes (refunded) paid, net
|
$
|
(134
|
)
|
|
$
|
1,703
|
|
|
$
|
(24,356
|
)
|
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 25, 2012
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Student loan ARS
|
|
$
|
9,074
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,074
|
|
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
|
7,924
|
|
|
7,924
|
|
|
—
|
|
|
—
|
|
||||
International equity funds
|
|
957
|
|
|
957
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
|
487
|
|
|
487
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
18,442
|
|
|
$
|
9,368
|
|
|
$
|
—
|
|
|
$
|
9,074
|
|
|
|
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
|
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
|||
Balance at beginning of year
|
$
|
10,627
|
|
|
$
|
17,785
|
|
Net change included in other comprehensive income
|
(503
|
)
|
|
(8
|
)
|
||
Sales
|
(1,050
|
)
|
|
(7,150
|
)
|
||
Balance at the end of year
|
$
|
9,074
|
|
|
$
|
10,627
|
|
|
|
|
|
|
|
|
|
Range
|
||||
(In thousands)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Low
|
|
High
|
||
Student loan ARS
|
|
$
|
9,074
|
|
|
Discounted Cash Flow
|
|
Projected ARS Yield
|
|
2.02%
|
|
2.16%
|
|
|
|
|
|
|
Discount for lack of marketability
|
|
2.95%
|
|
3.45%
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Finished goods
|
$
|
30,054
|
|
|
$
|
29,656
|
|
Work-in-process
|
45,240
|
|
|
31,966
|
|
||
Raw materials
|
42,824
|
|
|
39,180
|
|
||
Total
|
118,118
|
|
|
100,802
|
|
||
LIFO reserve
|
(31,024
|
)
|
|
(31,637
|
)
|
||
Total inventories
|
$
|
87,094
|
|
|
$
|
69,165
|
|
(In thousands)
|
|
August 25, 2012
|
|
August 27, 2011
|
||||
Land
|
|
$
|
757
|
|
|
$
|
767
|
|
Buildings and building improvements
|
|
49,641
|
|
|
49,226
|
|
||
Machinery and equipment
|
|
90,775
|
|
|
90,380
|
|
||
Transportation
|
|
8,858
|
|
|
8,837
|
|
||
Total property, plant and equipment, gross
|
|
150,031
|
|
|
149,210
|
|
||
Less accumulated depreciation
|
|
(130,053
|
)
|
|
(126,621
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
19,978
|
|
|
$
|
22,589
|
|
(In thousands)
|
Amount
|
|||
Year Ended:
|
2013
|
$
|
79
|
|
|
2014
|
79
|
|
|
|
2015
|
79
|
|
|
|
2016
|
79
|
|
|
|
2017
|
79
|
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Balance at beginning of year
|
$
|
7,335
|
|
|
$
|
7,634
|
|
|
$
|
6,408
|
|
Provision
|
5,756
|
|
|
5,566
|
|
|
6,209
|
|
|||
Claims paid
|
(6,101
|
)
|
|
(5,865
|
)
|
|
(4,983
|
)
|
|||
Balance at end of year
|
$
|
6,990
|
|
|
$
|
7,335
|
|
|
$
|
7,634
|
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Postretirement health care benefit cost
|
$
|
45,132
|
|
|
$
|
41,370
|
|
Non-qualified deferred compensation
|
23,630
|
|
|
24,622
|
|
||
Executive share option plan liability
|
7,798
|
|
|
9,286
|
|
||
SERP benefit liability
|
3,342
|
|
|
3,086
|
|
||
Executive deferred compensation
|
102
|
|
|
93
|
|
||
Total postretirement health care and deferred compensation benefits
|
80,004
|
|
|
78,457
|
|
||
Less current portion
|
(4,869
|
)
|
|
(3,965
|
)
|
||
Long-term postretirement health care and deferred compensation benefits
|
$
|
75,135
|
|
|
$
|
74,492
|
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Balance at beginning of year
|
$
|
41,370
|
|
|
$
|
40,327
|
|
Interest cost
|
1,849
|
|
|
1,905
|
|
||
Service cost
|
539
|
|
|
608
|
|
||
Net benefits paid
|
(1,213
|
)
|
|
(1,228
|
)
|
||
Actuarial loss
|
7,185
|
|
|
(242
|
)
|
||
Plan amendment
|
(4,598
|
)
|
|
—
|
|
||
Balance at end of year
|
$
|
45,132
|
|
|
$
|
41,370
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Interest cost
|
$
|
1,849
|
|
|
$
|
1,905
|
|
|
$
|
1,979
|
|
Service cost
|
539
|
|
|
608
|
|
|
555
|
|
|||
Amortization of prior service benefit
|
(4,592
|
)
|
|
(4,199
|
)
|
|
(4,199
|
)
|
|||
Amortization of net actuarial loss
|
1,029
|
|
|
1,095
|
|
|
875
|
|
|||
Net periodic postretirement benefit income
|
$
|
(1,175
|
)
|
|
$
|
(591
|
)
|
|
$
|
(790
|
)
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Prior service credit
|
$
|
(17,808
|
)
|
|
$
|
(17,801
|
)
|
Net actuarial loss
|
22,075
|
|
|
15,918
|
|
||
Accumulated other comprehensive income
|
$
|
4,267
|
|
|
$
|
(1,883
|
)
|
(In thousands)
|
|
Amount
|
|||
Year:
|
2013
|
|
$
|
1,249
|
|
|
2014
|
|
1,457
|
|
|
|
2015
|
|
1,645
|
|
|
|
2016
|
|
1,806
|
|
|
|
2017
|
|
1,967
|
|
|
|
2018 - 2022
|
|
11,936
|
|
|
|
Total
|
|
$
|
20,060
|
|
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Cash value
|
$
|
53,948
|
|
|
$
|
53,650
|
|
Borrowings
|
(30,821
|
)
|
|
(29,981
|
)
|
||
Investment in life insurance
|
$
|
23,127
|
|
|
$
|
23,669
|
|
(Dollars in thousands)
|
|
Fiscal 2012
|
|
Fiscal 2011
|
|
Fiscal 2010
|
||||||
Inventory repurchased:
|
|
|
|
|
|
|
||||||
Units
|
|
18
|
|
|
25
|
|
|
4
|
|
|||
Dollars
|
|
$
|
1,264
|
|
|
$
|
2,431
|
|
|
$
|
300
|
|
Inventory resold:
|
|
|
|
|
|
|
||||||
Units
|
|
18
|
|
|
25
|
|
|
5
|
|
|||
Cash collected
|
|
$
|
1,113
|
|
|
$
|
2,144
|
|
|
$
|
328
|
|
Loss recognized
|
|
$
|
151
|
|
|
$
|
287
|
|
|
$
|
44
|
|
Units in ending inventory
|
|
—
|
|
|
—
|
|
|
—
|
|
(In thousands)
|
|
Amount
|
|||
Year Ended:
|
2013
|
|
$
|
958
|
|
|
2014
|
|
685
|
|
|
|
2015
|
|
223
|
|
|
|
2016
|
|
—
|
|
|
|
2017
|
|
—
|
|
|
|
Total
|
|
$
|
1,866
|
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
468
|
|
|
$
|
588
|
|
|
$
|
(7,694
|
)
|
State
|
|
(584
|
)
|
|
(564
|
)
|
|
(3,255
|
)
|
|||
Total current tax provision (benefit)
|
|
(116
|
)
|
|
24
|
|
|
(10,949
|
)
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(33,218
|
)
|
|
62
|
|
|
1,260
|
|
|||
State
|
|
(1,531
|
)
|
|
8
|
|
|
184
|
|
|||
Total deferred tax (benefit) provision
|
|
(34,749
|
)
|
|
70
|
|
|
1,444
|
|
|||
Total tax (benefit) provision
|
|
$
|
(34,865
|
)
|
|
$
|
94
|
|
|
$
|
(9,505
|
)
|
|
|
Year Ended
|
|||||||
(A percentage)
|
|
August 25, 2012
|
|
|
August 27, 2011
|
|
August 28, 2010
|
||
US federal statutory rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
2.5
|
%
|
|
2.1
|
%
|
|
4.2
|
%
|
Tax-free and dividend income
|
|
(9.7
|
)%
|
|
(8.4
|
)%
|
|
(136.5
|
)%
|
Income tax credits
|
|
(1.7
|
)%
|
|
(4.6
|
)%
|
|
—
|
%
|
Domestic production activities deduction
|
|
(1.1
|
)%
|
|
(1.3
|
)%
|
|
—
|
%
|
Other permanent items
|
|
4.8
|
%
|
|
(0.1
|
)%
|
|
187.2
|
%
|
Valuation allowance
|
|
(372.8
|
)%
|
|
(16.8
|
)%
|
|
(735.3
|
)%
|
Uncertain tax positions settlements and adjustments
|
|
(1.6
|
)%
|
|
(4.1
|
)%
|
|
(430.6
|
)%
|
Amended state returns
|
|
0.6
|
%
|
|
—
|
%
|
|
(193.4
|
)%
|
Other
|
|
—
|
%
|
|
—
|
%
|
|
(11.6
|
)%
|
Effective tax (benefit) provision rate
|
|
(345.0
|
)%
|
|
0.8
|
%
|
|
(1,281.0
|
)%
|
|
August 25, 2012
|
|
August 27, 2011
|
||||
(In thousands)
|
Total
|
|
Total
|
||||
Current
|
|
|
|
||||
Warranty reserves
|
$
|
2,759
|
|
|
$
|
2,588
|
|
Self-insurance reserve
|
1,556
|
|
|
1,204
|
|
||
Accrued vacation
|
1,595
|
|
|
1,625
|
|
||
Inventory
|
186
|
|
|
669
|
|
||
Deferred compensation
|
1,215
|
|
|
1,022
|
|
||
Miscellaneous reserves
|
1,142
|
|
|
1,349
|
|
||
Total current
|
8,453
|
|
|
8,457
|
|
||
Noncurrent
|
|
|
|
||||
Postretirement health care benefits
|
16,508
|
|
|
15,087
|
|
||
Deferred compensation
|
12,416
|
|
|
13,493
|
|
||
Tax credits and NOL carryforwards
|
2,750
|
|
|
2,755
|
|
||
Unrecognized tax benefit
|
1,416
|
|
|
1,625
|
|
||
Depreciation
|
(2,037
|
)
|
|
(2,426
|
)
|
||
Other
|
1,036
|
|
|
908
|
|
||
Total noncurrent
|
32,089
|
|
|
31,442
|
|
||
Total gross deferred tax assets
|
40,542
|
|
|
39,899
|
|
||
Valuation allowance
|
(1,569
|
)
|
|
(39,250
|
)
|
||
Total deferred tax assets
|
$
|
38,973
|
|
|
$
|
649
|
|
•
|
In Fiscal 2009, we established a full valuation allowance on all deferred tax assets due to our
three
-year historical cumulative losses incurred combined with the uncertain market and economic conditions that reduced our ability to rely on our projections of any future taxable income.
|
•
|
In Fiscal 2011, we re-established deferred tax assets of
$649,000
, primarily due to taxable earnings achieved in Fiscal 2011 which increased the likelihood of realizing a portion of gross deferred tax assets in the future.
|
•
|
During the fourth quarter of Fiscal 2012, we evaluated the sustainability of our deferred tax assets which included the assessment of cumulative income or losses over recent prior periods. We determined that
$39.0 million
of our deferred tax assets were sustainable due to the fact that we are now in a
three
-year historical cumulative income position as opposed to a three-year historical loss position and have a positive future outlook. This resulted in a tax benefit through the reduction of our valuation allowance. At
August 25, 2012
, our deferred tax assets included
$1.4 million
of unused tax credits, which will expire in Fiscal 2014, and
$1.4 million
of state NOLs that will begin to expire in Fiscal 2013, if not otherwise used by us. A valuation allowance of
$1.6 million
has been maintained for these assets as it is unlikely that the
$1.4 million
of tax credits will be utilized before they expire and
$200,000
of state NOLs are currently not available to be utilized due to a suspension put in place by that state. Based on ASC 740 guidelines, we determined a valuation allowance of
$1.6 million
was appropriate as of
August 25, 2012
.
|
(In thousands)
|
Fiscal 2012
|
|
Fiscal 2011
|
|
Fiscal 2010
|
|||||||||
Unrecognized tax benefits - beginning balance
|
$
|
(5,387
|
)
|
|
|
$
|
(5,877
|
)
|
|
|
$
|
(9,012
|
)
|
|
Gross increases - tax positions in a prior period
|
—
|
|
|
|
—
|
|
|
|
(254
|
)
|
|
|||
Gross decreases - tax positions in a prior period
|
599
|
|
|
|
490
|
|
|
|
2,900
|
|
(1)
|
|||
Gross increases - current period tax positions
|
(440
|
)
|
|
|
—
|
|
|
|
(57
|
)
|
|
|||
Settlements
|
—
|
|
|
|
—
|
|
|
|
546
|
|
(2)
|
|||
Unrecognized tax benefits - ending balance
|
$
|
(5,228
|
)
|
|
|
$
|
(5,387
|
)
|
|
|
$
|
(5,877
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued interest and penalties (included in unrecognized tax benefits)
|
$
|
(2,180
|
)
|
|
|
$
|
(2,398
|
)
|
|
|
$
|
(2,509
|
)
|
|
(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 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
COLI appreciation
|
$
|
2,788
|
|
|
$
|
3,045
|
|
|
$
|
3,308
|
|
COLI death benefits
|
528
|
|
|
372
|
|
|
—
|
|
|||
COLI premiums
|
(514
|
)
|
|
(564
|
)
|
|
(571
|
)
|
|||
COLI interest expense
|
(1,795
|
)
|
|
(1,821
|
)
|
|
(1,957
|
)
|
|||
Total COLI
|
1,007
|
|
|
1,032
|
|
|
780
|
|
|||
Wells Fargo termination fee
|
—
|
|
|
—
|
|
|
(375
|
)
|
|||
Line of credit expenses (e.g. commitment fee, unused fee)
|
(571
|
)
|
|
(564
|
)
|
|
(592
|
)
|
|||
Total line of credit expense
|
(571
|
)
|
|
(564
|
)
|
|
(967
|
)
|
|||
Interest income
|
143
|
|
|
194
|
|
|
420
|
|
|||
Gain (loss) on foreign currency transactions
|
2
|
|
|
(4
|
)
|
|
(11
|
)
|
|||
Total non-operating income
|
$
|
581
|
|
|
$
|
658
|
|
|
$
|
222
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Share awards:
|
|
|
|
|
|
||||||
Performance-based annual plan employee award expense
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Performance-based long-term plan employee award expense
|
791
|
|
|
—
|
|
|
—
|
|
|||
Time-based employee award expense
|
685
|
|
|
1,068
|
|
|
370
|
|
|||
Time-based directors award expense
|
87
|
|
|
58
|
|
|
—
|
|
|||
Directors stock unit expense
|
235
|
|
|
189
|
|
|
176
|
|
|||
Total stock-based compensation
|
$
|
1,918
|
|
|
$
|
1,315
|
|
|
$
|
546
|
|
|
|
Year Ended
|
||||||||||||||||||||||
|
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||||||||||||||
|
|
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
|
|
812,983
|
|
$18 - $36
|
|
$
|
28.84
|
|
|
940,815
|
|
$9 - $36
|
|
$
|
27.82
|
|
|
1,010,224
|
|
$9 - $36
|
|
$
|
27.31
|
|
Options granted
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
Options exercised
|
|
—
|
|
—
|
|
—
|
|
|
(9,000
|
)
|
9 - 11
|
|
9.20
|
|
|
(30,500
|
)
|
9 - 11
|
|
9.20
|
|
|||
Options canceled
|
|
(85,319
|
)
|
19 - 32
|
|
26.81
|
|
|
(118,832
|
)
|
9 - 32
|
|
22.23
|
|
|
(38,909
|
)
|
9 - 36
|
|
29.18
|
|
|||
Outstanding at end of year
|
|
727,664
|
|
$18 - $36
|
|
$
|
29.08
|
|
|
812,983
|
|
$18 - $36
|
|
$
|
28.84
|
|
|
940,815
|
|
$9 - $36
|
|
$
|
27.82
|
|
Exercisable at end of year
|
|
727,664
|
|
$18 - $36
|
|
$
|
29.08
|
|
|
812,983
|
|
$18 - $36
|
|
$
|
28.84
|
|
|
940,815
|
|
$9 - $36
|
|
$
|
27.82
|
|
(In thousands)
|
Fiscal 2012
|
|
Fiscal 2011
|
|
Fiscal 2010
|
||||||
Aggregate intrinsic value of options exercised
(1)
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
156
|
|
Net cash proceeds from the exercise of stock options
|
—
|
|
|
83
|
|
|
280
|
|
|||
Actual income tax benefit realized from stock option exercises
|
—
|
|
|
20
|
|
|
59
|
|
(1)
|
The amount by which the closing price of our stock on the date of exercise exceeded the exercise price.
|
|
Year Ended
|
||||||||||||||||
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||||||||
|
Shares
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
Weighted Average Grant Date Fair Value
|
|||||||||
Beginning of year
|
148,500
|
|
$
|
13.49
|
|
|
28,110
|
|
$
|
28.21
|
|
|
82,240
|
|
$
|
29.97
|
|
Granted
|
50,000
|
|
7.96
|
|
|
151,000
|
|
13.49
|
|
|
—
|
|
—
|
|
|||
Vested
|
(120,044
|
)
|
11.19
|
|
|
(30,610
|
)
|
27.01
|
|
|
(53,930
|
)
|
30.90
|
|
|||
Canceled
|
(7,500
|
)
|
13.49
|
|
|
—
|
|
—
|
|
|
(200
|
)
|
28.21
|
|
|||
End of year
|
70,956
|
|
$
|
13.49
|
|
|
148,500
|
|
$
|
13.49
|
|
|
28,110
|
|
$
|
28.21
|
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||||||||
Motor homes
|
$
|
483,532
|
|
83.1
|
%
|
|
$
|
443,232
|
|
89.3
|
%
|
|
$
|
415,277
|
|
92.4
|
%
|
Towables
|
56,784
|
|
9.8
|
%
|
|
16,712
|
|
3.4
|
%
|
|
—
|
|
—
|
%
|
|||
Motor home parts and services
|
12,661
|
|
2.2
|
%
|
|
13,105
|
|
2.6
|
%
|
|
13,655
|
|
3.0
|
%
|
|||
Other manufactured products
|
28,702
|
|
4.9
|
%
|
|
23,369
|
|
4.7
|
%
|
|
20,552
|
|
4.6
|
%
|
|||
Total net revenues
|
$
|
581,679
|
|
100.0
|
%
|
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||||||||
United States
|
$
|
522,515
|
|
89.8
|
%
|
|
$
|
446,616
|
|
90.0
|
%
|
|
$
|
413,154
|
|
91.9
|
%
|
International
|
59,164
|
|
10.2
|
%
|
|
49,802
|
|
10.0
|
%
|
|
36,330
|
|
8.1
|
%
|
|||
Total net revenues
|
$
|
581,679
|
|
100.0
|
%
|
|
$
|
496,418
|
|
100.0
|
%
|
|
$
|
449,484
|
|
100.0
|
%
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Income per share - basic
|
|
|
|
|
|
||||||
Net income
|
$
|
44,972
|
|
|
$
|
11,843
|
|
|
$
|
10,247
|
|
Weighted average shares outstanding
|
29,145
|
|
|
29,121
|
|
|
29,091
|
|
|||
Net income per share - basic
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
||||||
Income per share - assuming dilution
|
|
|
|
|
|
||||||
Net income
|
$
|
44,972
|
|
|
$
|
11,843
|
|
|
$
|
10,247
|
|
Weighted average shares outstanding
|
29,145
|
|
|
29,121
|
|
|
29,091
|
|
|||
Dilutive impact of awards and options outstanding
|
62
|
|
|
27
|
|
|
10
|
|
|||
Weighted average shares and potential dilutive shares outstanding
|
29,207
|
|
|
29,148
|
|
|
29,101
|
|
|||
Net income per share - assuming dilution
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
Fiscal 2012
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share data)
|
November 26,
2011 |
|
February 25,
2012 |
|
May 26,
2012 |
|
August 25,
2012 |
||||||||
Net revenues
|
$
|
131,837
|
|
|
$
|
131,600
|
|
|
$
|
155,709
|
|
|
$
|
162,533
|
|
Gross profit
|
8,496
|
|
|
6,846
|
|
|
12,071
|
|
|
16,267
|
|
||||
Operating income (loss)
|
627
|
|
|
(1,164
|
)
|
|
3,527
|
|
|
6,536
|
|
||||
Net income (loss)
|
1,035
|
|
|
(912
|
)
|
|
3,941
|
|
|
40,908
|
|
||||
Net income (loss) per share (basic)
|
0.04
|
|
|
(0.03
|
)
|
|
0.13
|
|
|
1.41
|
|
||||
Net income (loss) per share (diluted)
|
0.04
|
|
|
(0.03
|
)
|
|
0.13
|
|
|
1.41
|
|
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
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
|
August 28, 2010
|
||||||
Net income
|
$
|
44,972
|
|
|
$
|
11,843
|
|
|
$
|
10,247
|
|
Unrealized (depreciation) appreciation of investments
|
(314
|
)
|
|
(5
|
)
|
|
213
|
|
|||
Amortization of actuarial loss
|
644
|
|
|
685
|
|
|
548
|
|
|||
(Increase) decrease in actuarial loss
|
(3,630
|
)
|
|
245
|
|
|
(3,451
|
)
|
|||
Plan amendment
|
2,869
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service credit
|
(2,801
|
)
|
|
(2,621
|
)
|
|
(2,608
|
)
|
|||
Comprehensive income
|
$
|
41,740
|
|
|
$
|
10,147
|
|
|
$
|
4,949
|
|
|
As Of
|
||||||
(In thousands)
|
August 25, 2012
|
|
August 27, 2011
|
||||
Impairment of investments
|
$
|
(359
|
)
|
|
$
|
(46
|
)
|
Actuarial loss
|
(14,439
|
)
|
|
(11,452
|
)
|
||
Prior service benefit
|
11,112
|
|
|
11,044
|
|
||
Accumulated other comprehensive loss
|
$
|
(3,686
|
)
|
|
$
|
(454
|
)
|
1.
|
Our consolidated financial statements are included in Item 8 and an index to financial statements appears on page 25 of this report.
|
2.
|
Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries
|
3.
|
Exhibits: See Exhibit Index on pages 54-56.
|
|
WINNEBAGO INDUSTRIES, INC.
|
|
|
|
|
|
By
|
/s/ Randy J. Potts
|
|
|
Randy J. Potts
|
|
|
|
|
|
Chief Executive Officer, President, Chairman of the Board
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Capacity
|
|
|
|
/s/ Randy J. Potts
|
|
|
Randy J. Potts
|
|
Chief Executive Officer, President, Chairman of the Board
(Principal Executive Officer)
|
|
|
|
/s/ Sarah N. Nielsen
|
|
|
Sarah N. Nielsen
|
|
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
/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/ Lawrence A. Erickson
|
|
|
Lawrence A. Erickson
|
|
Director
|
|
|
|
/s/ Gerald C. Kitch
|
|
|
Gerald C. Kitch
|
|
Director
|
|
|
|
/s/ Robert J. Olson
|
|
|
Robert J. Olson
|
|
Director
|
|
|
|
/s/ Mark T. Schroepfer
|
|
|
Mark T. Schroepfer
|
|
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.
|
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 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.*
|
10o.
|
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.*
|
10p.
|
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.*
|
10q.
|
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.*
|
10r.
|
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.*
|
10s.
|
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.*
|
10t.
|
Executive Change of Control Agreement dated August 1, 2011 between Winnebago Industries, Inc. and Donald L. Heidemann previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 27, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10u.
|
Executive Change of Control between Winnebago Industries, Inc. and Raymond M. Beebe dated June 1, 2012.*
|
10v.
|
Executive Change of Control between Winnebago Industries, Inc. and Steven S. Degnan dated June 20, 2012.*
|
10w.
|
Executive Change of Control between Winnebago Industries, Inc. and Scott C. Folkers dated June 20, 2012.*
|
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 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.*
|
10z.
|
Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2013 previously filed with the Registrant's Current Report on Form 8-K dated June 20, 2012 (Commission File Number 001-06403) and incorporated by reference herein.*
|
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 23, 2012
.
|
31.2
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
October 23, 2012
.
|
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 23, 2012
.
|
32.2
|
Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
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 25,
2012 |
|
Aug 27,
2011
|
|
Aug 28,
2010
|
|
Aug 29,
2009
|
||||||||
For the Year
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
581,679
|
|
|
$
|
496,418
|
|
|
$
|
449,484
|
|
|
$
|
211,519
|
|
Income (loss) before taxes
|
10,107
|
|
|
11,937
|
|
|
742
|
|
|
(58,063
|
)
|
||||
Pretax profit (loss) percent of revenue
|
1.7
|
%
|
|
2.4
|
%
|
|
0.2
|
%
|
|
(27.4
|
)%
|
||||
(Benefit) provision for income taxes
|
(34,865
|
)
|
|
94
|
|
|
(9,505
|
)
|
|
20,703
|
|
||||
Income tax (benefit) rate
|
(345.0
|
)%
|
|
0.8
|
%
|
|
(1,281.0
|
)%
|
|
35.7
|
%
|
||||
Income (loss) from continuing operations
|
44,972
|
|
|
11,843
|
|
|
10,247
|
|
|
(78,766
|
)
|
||||
Income from discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
44,972
|
|
|
$
|
11,843
|
|
|
$
|
10,247
|
|
|
$
|
(78,766
|
)
|
Income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
$
|
(2.71
|
)
|
Diluted
|
1.54
|
|
|
0.41
|
|
|
0.35
|
|
|
(2.71
|
)
|
||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.54
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
$
|
(2.71
|
)
|
Diluted
|
1.54
|
|
|
0.41
|
|
|
0.35
|
|
|
(2.71
|
)
|
||||
Weighted average common shares outstanding (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
29,145
|
|
|
29,121
|
|
|
29,091
|
|
|
29,040
|
|
||||
Diluted
|
29,207
|
|
|
29,148
|
|
|
29,101
|
|
|
29,051
|
|
||||
Cash dividends paid per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.12
|
|
Book value per share
|
5.05
|
|
|
3.73
|
|
|
3.35
|
|
|
3.17
|
|
||||
Return on assets (ROA)
(3)
|
17.1
|
%
|
|
5.1
|
%
|
|
4.6
|
%
|
|
(30
|
)%
|
||||
Return on equity (ROE)
(4)
|
35.5
|
%
|
|
11.5
|
%
|
|
10.8
|
%
|
|
(59.2
|
)%
|
||||
Return on invested capital (ROIC)
(5)
|
31.9
|
%
|
|
10.7
|
%
|
|
8.4
|
%
|
|
(41.9
|
)%
|
||||
Unit sales
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
2,579
|
|
|
2,436
|
|
|
2,452
|
|
|
822
|
|
||||
Class B
|
319
|
|
|
103
|
|
|
236
|
|
|
149
|
|
||||
Class C
|
1,744
|
|
|
1,856
|
|
|
1,745
|
|
|
1,225
|
|
||||
Total motor homes
|
4,642
|
|
|
4,395
|
|
|
4,433
|
|
|
2,196
|
|
||||
Travel trailers
|
1,372
|
|
|
575
|
|
|
—
|
|
|
—
|
|
||||
Fifth wheels
|
966
|
|
|
194
|
|
|
—
|
|
|
—
|
|
||||
Total towables
|
2,338
|
|
|
769
|
|
|
—
|
|
|
—
|
|
||||
At Year End
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
286,072
|
|
|
$
|
239,927
|
|
|
$
|
227,357
|
|
|
$
|
220,466
|
|
Stockholders' equity
|
144,691
|
|
|
108,730
|
|
|
97,527
|
|
|
92,331
|
|
||||
Market capitalization
|
315,481
|
|
|
208,027
|
|
|
263,492
|
|
|
337,991
|
|
||||
Working capital
|
126,050
|
|
|
113,536
|
|
|
91,345
|
|
|
79,460
|
|
||||
Current ratio
|
3.1 to 1
|
|
|
3.2 to 1
|
|
|
2.8 to 1
|
|
|
2.6 to 1
|
|
||||
Number of employees
|
2,380
|
|
|
2,130
|
|
|
1,950
|
|
|
1,630
|
|
||||
Motor home dealer inventory
|
1,927
|
|
|
1,958
|
|
|
2,044
|
|
|
1,694
|
|
||||
Towables dealer inventory
|
1,365
|
|
|
966
|
|
|
—
|
|
|
—
|
|
(1)
|
The fiscal years ended August 31, 2002 and August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aug 28,
2008
(1)
|
|
Aug 25,
2007 |
|
Aug. 26,
2006
|
|
Aug 27,
2005
|
|
Aug 28,
2004
|
|
Aug 30,
2003
|
|
Aug 2,
2002
(1)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
$
|
604,352
|
|
|
$
|
870,152
|
|
|
$
|
864,403
|
|
|
$
|
991,975
|
|
|
$
|
1,114,154
|
|
|
$
|
845,210
|
|
|
$
|
825,269
|
|
(5,441
|
)
|
|
61,409
|
|
|
68,195
|
|
|
100,890
|
|
|
112,234
|
|
|
78,693
|
|
|
81,324
|
|
|||||||
(0.9
|
)%
|
|
7.1
|
%
|
|
7.9
|
%
|
|
10.2
|
%
|
|
10.1
|
%
|
|
9.3
|
%
|
|
9.9
|
%
|
|||||||
(8,225
|
)
|
|
19,845
|
|
|
23,451
|
|
|
35,817
|
|
|
41,593
|
|
|
29,961
|
|
|
28,431
|
|
|||||||
(151.2
|
)%
|
|
32.3
|
%
|
|
34.4
|
%
|
|
35.5
|
%
|
|
37.1
|
%
|
|
38.1
|
%
|
|
35
|
%
|
|||||||
2,784
|
|
|
41,564
|
|
|
44,744
|
|
|
65,073
|
|
|
70,641
|
|
|
48,732
|
|
|
52,893
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
|
1,778
|
|
|||||||
$
|
2,784
|
|
|
$
|
41,564
|
|
|
$
|
44,744
|
|
|
$
|
65,073
|
|
|
$
|
70,641
|
|
|
$
|
49,884
|
|
|
$
|
54,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
0.10
|
|
|
1.33
|
|
|
1.39
|
|
|
1.95
|
|
|
2.06
|
|
|
1.35
|
|
|
1.37
|
|
|||||||
0.10
|
|
|
1.32
|
|
|
1.37
|
|
|
1.92
|
|
|
2.03
|
|
|
1.33
|
|
|
1.34
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|
0.04
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|
0.04
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$
|
0.10
|
|
|
$
|
1.33
|
|
|
$
|
1.39
|
|
|
$
|
1.95
|
|
|
$
|
2.06
|
|
|
$
|
1.38
|
|
|
$
|
1.41
|
|
0.10
|
|
|
1.32
|
|
|
1.37
|
|
|
1.92
|
|
|
2.03
|
|
|
1.36
|
|
|
1.38
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
29,093
|
|
|
31,162
|
|
|
32,265
|
|
|
33,382
|
|
|
34,214
|
|
|
36,974
|
|
|
39,898
|
|
|||||||
29,144
|
|
|
31,415
|
|
|
32,550
|
|
|
33,812
|
|
|
34,789
|
|
|
37,636
|
|
|
40,768
|
|
|||||||
$
|
0.48
|
|
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
5.98
|
|
|
7.05
|
|
|
7.01
|
|
|
7.15
|
|
|
6.01
|
|
|
5.78
|
|
|
4.81
|
|
|||||||
0.8
|
%
|
|
11.1
|
%
|
|
11.2
|
%
|
|
16.1
|
%
|
|
18.3
|
%
|
|
14
|
%
|
|
15.9
|
%
|
|||||||
1.5
|
%
|
|
19.5
|
%
|
|
19.7
|
%
|
|
29.7
|
%
|
|
34.4
|
%
|
|
25.6
|
%
|
|
28.2
|
%
|
|||||||
1.1
|
%
|
|
15.1
|
%
|
|
15.4
|
%
|
|
23
|
%
|
|
31.4
|
%
|
|
25.5
|
%
|
|
29.1
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
3,029
|
|
|
5,031
|
|
|
4,455
|
|
|
6,674
|
|
|
8,108
|
|
|
6,705
|
|
|
6,725
|
|
|||||||
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
763
|
|
|||||||
3,238
|
|
|
4,438
|
|
|
5,388
|
|
|
3,963
|
|
|
4,408
|
|
|
4,021
|
|
|
4,329
|
|
|||||||
6,407
|
|
|
9,469
|
|
|
9,843
|
|
|
10,637
|
|
|
12,516
|
|
|
11,034
|
|
|
11,817
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
$
|
305,455
|
|
|
$
|
366,510
|
|
|
$
|
384,715
|
|
|
$
|
412,960
|
|
|
$
|
394,556
|
|
|
$
|
377,462
|
|
|
$
|
337,077
|
|
173,924
|
|
|
208,354
|
|
|
218,322
|
|
|
235,887
|
|
|
201,875
|
|
|
210,626
|
|
|
179,815
|
|
|||||||
329,956
|
|
|
821,282
|
|
|
884,789
|
|
|
1,073,165
|
|
|
1,071,570
|
|
|
898,010
|
|
|
713,500
|
|
|||||||
108,548
|
|
|
168,863
|
|
|
187,038
|
|
|
197,469
|
|
|
164,175
|
|
|
164,017
|
|
|
144,303
|
|
|||||||
3.0 to 1
|
|
|
2.9 to 1
|
|
|
3.3 to 1
|
|
|
3.2 to 1
|
|
|
2.6 to 1
|
|
|
2.8 to 1
|
|
|
2.6 to 1
|
|
|||||||
2,250
|
|
|
3,310
|
|
|
3,150
|
|
|
3,610
|
|
|
4,220
|
|
|
3,750
|
|
|
3,685
|
|
|||||||
3,551
|
|
|
4,471
|
|
|
4,733
|
|
|
4,794
|
|
|
4,978
|
|
|
3,945
|
|
|
4,000
|
|
|||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(3)
|
Includes discontinued operations of Winnebago Acceptance Corporation for all years presented.
|
(4)
|
ROE - Current period net income divided by average equity balance using current and previous ending periods.
|
(5)
|
ROIC - Current period net income divided by average invested capital (total assets minus cash and non-interest bearing current liabilities) using current ending periods.
|
BOARD OF DIRECTORS
Randy J. Potts (53)
President, Chief Executive Officer,
and Chairman of the Board
Winnebago Industries, Inc.
Robert J. Olson (61)
Former President, Chief Executive Officer,
and Chairman of the Board
Winnebago Industries, Inc.
Irvin E. Aal (73) 1,3*
Former General Manager
Case Tyler Business Unit of CNH Global
Robert M. Chiusano (61) 2
Former Executive Vice President and Chief
Operating Officer - Commercial Systems
Rockwell Collins, Inc.
Jerry N. Currie (67) 1,3
President and Chief Executive Officer
CURRIES Company
Lawrence A. Erickson (63) 1**,2
Former Senior Vice President and Chief
Financial Officer
Rockwell Collins, Inc.
Gerald C. Kitch (74) *,2*,3
Former Executive Vice President
Pentair, Inc.
Mark T. Schroepfer (65) 1
Former President and Chief Executive Officer
Lincoln Industrial Corp
|
|
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
Suite 2800
50 South Sixth Street
Minneapolis, Minnesota 55402-1538
(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 2012 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
Randy J. Potts (53)
Chief Executive Officer and President
Steven S. Degnan (47)
Vice President, Sales and Marketing
Scott C. Folkers (50)
Vice President, General Counsel and Secretary
Robert J. Gossett (61)
Vice President, Administration
Daryl W. Krieger (49)
Vice President, Manufacturing
Sarah N. Nielsen (39)
Vice President, Chief Financial Officer
William J. O'Leary (63)
Vice President, Product Development
Donald L. Heidemann (40)
Treasurer/Director of Finance
|
|
Number of Shareholders of Record
As of October 9, 2012, Winnebago Industries had 3,343 shareholders of record.
Dividends Paid
No dividends were paid in Fiscal 2012. 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
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
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 18, 2012 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. Other risk factors that may emerge in the future as significant risks or uncertainties to Winnebago Industries will be disclosed in a future Quarterly Report on Form 10-Q or Current Report on Form 8-K.
|
A.
|
Beebe will represent the Client in the above-referenced Matters by advising and counseling, by investigating the law and facts, and in any other way that Beebe and the Client agree upon
|
B.
|
The Client hereby authorizes Beebe to act as its agent in all matters regarding any work agreed upon by Beebe and the Client.
|
A.
|
In consideration for the services rendered and to be rendered on the Client's behalf by Beebe, the Client hereby agrees to pay Beebe the sum of $100.00 per hour for services rendered. In addition, the Client shall reimburse Beebe for any expenses he incurs in performing any services rendered hereunder. Beebe may submit an invoice for payment of such fees on a monthly basis for any services rendered. Payment shall be made promptly and in no event later than 30 days following submission of the invoice.
|
A.
|
Beebe may withdraw from the representation of the Client in the above referenced Matter at any time if:
|
(1)
|
The Client renders it unreasonably difficult for Beebe to carry out its employment;
|
(2)
|
The Client insists that Beebe engage in conduct that is contrary to the judgment or advice of Beebe;
|
(3)
|
The Client deliberately disregards an agreement or obligation to Beebe as to expenses or fees, or for services rendered, including not paying bills upon presentation or in advance, such as when a retainer is requested or required by Beebe;
|
(4)
|
Beebe determines that a conflict of interest has arisen as a result of the representation of the Client and Beebe and Client agree that the conflict requires new counsel; or
|
(5)
|
The Client refuses to indemnify Beebe prior to any actions that the Client has requested Beebe to undertake and that Beebe believes and has advised the Client might result in possible sanctions for alleged groundless or bad faith actions or defenses.
|
B.
|
In the event that Beebe's financial arrangements are not met by the Client or in the event that any of the above events in subparagraph III.A. occur, or any other matter or issue presents itself during the representation that makes it difficult for Beebe to continue the representation, Beebe may withdraw as counsel. The Client specifically agrees to Beebe's withdrawal if Beebe's fees and expenses are not timely paid by the Client as set forth herein or any of the events in subparagraph III.A. above occur.
|
C.
|
The Client has the right to terminate the relationship with Beebe at any time and upon written notification. The Client's termination of Beebe does relinquish any of the financial obligations or other obligations set forth herein. If the Client terminates Beebe's representation, Beebe will promptly return to the Client any and all papers and property, as well as the balance of the Retainer not previously applied against outstanding invoices or the last month's fees and expenses.
|
A.
|
The Client will advise Beebe in writing of any change of address within ten (10) days of the making of such change.
|
B.
|
In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, or unenforceability shall not affect any other provisions, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision does not exist.
|
C.
|
The Client hereby acknowledges that the Client has carefully read this entire Agreement, and the Client fully understands and agrees to abide by all of the terms, conditions and obligations of this Agreement, and that the Client has received a true and correct copy of this Agreement.
|
D.
|
This Agreement constitutes the full and complete understanding and agreement of the parties hereto, supersedes all prior understandings and agreements, if any, and cannot be changed or terminated orally. All changes or modifications must be in writing and signed by the parties hereto.
|
E.
|
This Agreement shall be construed in accordance with the laws of the State of Iowa.
This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
|
F.
|
If Client should become seriously displeased or dissatisfied with any aspect whatsoever of his legal representation or in the event the Client should have any serious question concerning the s
|
G.
|
We recognize that technology is ever-evolving and that electronic communications can not be fully protected from unauthorized interception. In addition, human error may at times result in electronic communications being sent in error. Nevertheless, for efficiency purposes we may transmit information, including information of a confidential nature, by email to you unless you request us not to.
|
(a)
|
Continuing Director means (i) any member of the Board of Directors of the Company, while such person as a member of the Board, who is not an Affiliate or Associate of any Acquiring Person or of any such Acquiring Persons Affiliate or Associate and was a member of the Board prior to the time when such Acquiring Person shall have become an Acquiring Person, and (ii) any successor of a Continuing Director, while such successor is a member of the Board, who is not an Acquiring
|
(b)
|
Acquiring Person means any Person or any individual or group of Affiliates or Associates of such Person who acquires beneficial ownership, directly or indirectly, of 20% or more of the outstanding stock of the Company if such acquisition occurs in whole or in part following date of that persons agreement.
|
(c)
|
Affiliate means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
|
(d)
|
Associate means (1) any corporate, partnership, limited liability company, entity or organization (other than the Company or a majority-owned subsidiary of the Company) of which such a Person is an officer, director, member, or partner or is, directly or indirectly the beneficial owner of ten percent (10%) or more of the class of equity securities, (2) any trust or fund in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such person, or any relative of such spouse, or (4) any investment company for which such person or any Affiliate of such person serves as investment advisor.
|
(e)
|
Person means an individual, corporation, limited liability company, partnership, association, joint stock company, trust, unincorporated organization or government or political subdivision thereof.
|
(a)
|
“Continuing Director” means (i) any member of the Board of Directors of the Company, while such person as a member of the Board, who is not an Affiliate or Associate of any Acquiring Person or of any such Acquiring Person's Affiliate or Associate and was a member of the Board prior to the time when such Acquiring Person shall have become an Acquiring Person, and (ii) any successor of a Continuing Director, while such successor is a member of the Board, who is not an Acquiring Person or any Affiliate or Associate of any Acquiring Person or a representative or nominee of an Acquiring
|
(b)
|
“Acquiring Person” means any Person or any individual or group of Affiliates or Associates of such Person who acquires beneficial ownership, directly or indirectly, of 20% or more of the outstanding stock of the Company if such acquisition occurs in whole or in part following date of that person's agreement.
|
(c)
|
“Affiliate” means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
|
(d)
|
“Associate” means (1) any corporate, partnership, limited liability company, entity or organization (other than the Company or a majority-owned subsidiary of the Company) of which such a Person is an officer, director, member, or partner or is, directly or indirectly the beneficial owner of ten percent (10%) or more of the class of equity securities, (2) any trust or fund in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such person, or any relative of such spouse, or (4) any investment company for which such person or any Affiliate of such person serves as investment advisor.
|
(e)
|
“Person” means an individual, corporation, limited liability company, partnership, association, joint stock company, trust, unincorporated organization or government or political subdivision thereof.
|
|
|
Jurisdiction of
|
|
Percent of
|
Name of Corporation
|
|
Incorporation
|
|
Ownership
|
Winnebago Industries, Inc.
|
|
Iowa
|
|
Parent
|
Winnebago of Indiana, LLC
|
|
Iowa
|
|
100%
|
/s/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
October 23, 2012
|
1.
|
I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
|
2.
|
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;
|
3.
|
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;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this 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;
|
d.
|
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;
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involved management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
October 23, 2012
|
|
By:
|
/s/ Randy J. Potts
|
|
|
|
|
Randy J. Potts
|
|
|
|
|
Chief Executive Officer, President,
|
|
|
|
|
Chairman of the Board
|
1.
|
I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
|
2.
|
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;
|
3.
|
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;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this 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;
|
d.
|
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;
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involved management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
October 23, 2012
|
|
By:
|
/s/ Sarah N. Nielsen
|
|
|
|
|
Sarah N. Nielsen
|
|
|
|
|
Vice President, Chief Financial Officer
|
a.
|
This Annual Report on Form 10-K (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal year ended
August 25, 2012
as filed with the Securities and Exchange Commission on the date of this certificate, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
b.
|
the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
|
Date:
|
October 23, 2012
|
|
By:
|
/s/ Randy J. Potts
|
|
|
|
|
Randy J. Potts
|
|
|
|
|
Chief Executive Officer, President,
|
|
|
|
|
Chairman of the Board
|
a.
|
This Annual Report on Form 10-K (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal year ended
August 25, 2012
as filed with the Securities and Exchange Commission on the date of this certificate, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
b.
|
the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
|
Date:
|
October 23, 2012
|
|
By:
|
/s/ Sarah N. Nielsen
|
|
|
|
|
Sarah N. Nielsen
|
|
|
|
|
Vice President, Chief Financial Officer
|