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FORM 10-Q
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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 1, 2013
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________________ to _________________
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Commission File Number:
001-06403
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WINNEBAGO INDUSTRIES, INC.
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||||
(Exact name of registrant as specified in its charter)
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Iowa
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42-0802678
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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P. O. Box 152, Forest City, Iowa
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50436
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(Address of principal executive offices)
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(Zip Code)
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(641) 585-3535
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(Registrant's telephone number, including area code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller Reporting Company
o
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 2.
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Item 6.
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AOCI
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Accumulated Other Comprehensive Income (Loss)
|
ARS
|
Auction Rate Securities
|
ASC
|
Accounting Standards Codification
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ASP
|
Average Sales Price
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ASU
|
Accounting Standards Update
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COLI
|
Company Owned Life Insurance
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Credit Agreement
|
Credit Agreement dated as of October 31, 2012 by and between Winnebago Industries, Inc. and Winnebago of Indiana, LLC, as Borrowers, and General Electric Capital Corporation, as Agent
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DCF
|
Discounted Cash Flow
|
FASB
|
Financial Accounting Standards Board
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FIFO
|
First In, First Out
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GAAP
|
Generally Accepted Accounting Principles
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GECC
|
General Electric Capital Corporation
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IRS
|
Internal Revenue Service
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LIBOR
|
London Interbank Offered Rate
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LIFO
|
Last In, First Out
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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
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NMF
|
Non-Meaningful Figure
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NYSE
|
New York Stock Exchange
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RV
|
Recreation Vehicle
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RVIA
|
Recreation Vehicle Industry Association
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SEC
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U.S. Securities and Exchange Commission
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SERP
|
Supplemental Executive Retirement Plan
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Stat Surveys
|
Statistical Surveys, Inc.
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SunnyBrook
|
SunnyBrook RV, Inc.
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Towables
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Winnebago of Indiana, LLC, a wholly-owned subsidiary of Winnebago Industries, Inc.
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US
|
United States of America
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XBRL
|
eXtensible Business Reporting Language
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Quarter Ended
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Nine Months Ended
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||||||||||||
(In thousands, except per share data)
|
June 1,
2013 |
|
May 26,
2012 |
|
June 1,
2013 |
|
May 26,
2012 |
||||||||
Net revenues
|
$
|
218,199
|
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|
$
|
155,709
|
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$
|
588,919
|
|
|
$
|
419,146
|
|
Cost of goods sold
|
197,002
|
|
|
143,638
|
|
|
529,784
|
|
|
391,733
|
|
||||
Gross profit
|
21,197
|
|
|
12,071
|
|
|
59,135
|
|
|
27,413
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling
|
4,857
|
|
|
4,331
|
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13,649
|
|
|
12,485
|
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||||
General and administrative
|
6,092
|
|
|
4,213
|
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16,392
|
|
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11,938
|
|
||||
Loss on sale of asset held for sale
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Total operating expenses
|
10,949
|
|
|
8,544
|
|
|
30,069
|
|
|
24,423
|
|
||||
Operating income
|
10,248
|
|
|
3,527
|
|
|
29,066
|
|
|
2,990
|
|
||||
Non-operating income
|
144
|
|
|
402
|
|
|
739
|
|
|
549
|
|
||||
Income before income taxes
|
10,392
|
|
|
3,929
|
|
|
29,805
|
|
|
3,539
|
|
||||
Provision (benefit) for taxes
|
2,731
|
|
|
(12
|
)
|
|
8,468
|
|
|
(525
|
)
|
||||
Net income
|
$
|
7,661
|
|
|
$
|
3,941
|
|
|
$
|
21,337
|
|
|
$
|
4,064
|
|
|
|
|
|
|
|
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||||||||
Income per common share:
|
|
|
|
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|
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||||||||
Basic
|
$
|
0.27
|
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|
$
|
0.13
|
|
|
$
|
0.76
|
|
|
$
|
0.14
|
|
Diluted
|
$
|
0.27
|
|
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$
|
0.13
|
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$
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0.76
|
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$
|
0.14
|
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|
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|
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||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
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||||||||
Basic
|
27,987
|
|
|
29,225
|
|
|
28,128
|
|
|
29,171
|
|
||||
Diluted
|
28,087
|
|
|
29,263
|
|
|
28,218
|
|
|
29,243
|
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||||
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|
|
|
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||||||||
Net income
|
$
|
7,661
|
|
|
$
|
3,941
|
|
|
$
|
21,337
|
|
|
$
|
4,064
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
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||||||||
Amortization of prior service credit
(net of tax of $514, $(803), $1,430 and $0)
|
(853
|
)
|
|
(2,024
|
)
|
|
(2,373
|
)
|
|
(3,371
|
)
|
||||
Amortization of net actuarial loss
(net of tax of $(90), $(184), $206 and $0)
|
503
|
|
|
448
|
|
|
1,006
|
|
|
768
|
|
||||
Plan amendment
(net of tax of $0, $0, $1,613 and $0)
|
—
|
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—
|
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|
2,676
|
|
|
4,598
|
|
||||
Unrealized appreciation (depreciation) of investments
(net of tax of $(96), $212, $(63) and $202)
|
160
|
|
|
(351
|
)
|
|
104
|
|
|
(335
|
)
|
||||
Total other comprehensive (loss) income
|
(190
|
)
|
|
(1,927
|
)
|
|
1,413
|
|
|
1,660
|
|
||||
Comprehensive income
|
$
|
7,471
|
|
|
$
|
2,014
|
|
|
$
|
22,750
|
|
|
$
|
5,724
|
|
(In thousands, except per share data)
|
June 1,
2013 |
|
August 25,
2012 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
42,422
|
|
|
$
|
62,683
|
|
Short-term investments
|
4,605
|
|
|
—
|
|
||
Receivables, less allowance for doubtful accounts ($234 and $175)
|
31,421
|
|
|
22,726
|
|
||
Inventories
|
112,951
|
|
|
87,094
|
|
||
Prepaid expenses and other assets
|
6,718
|
|
|
4,509
|
|
||
Income taxes receivable and prepaid
|
2,416
|
|
|
1,603
|
|
||
Deferred income taxes
|
10,515
|
|
|
8,453
|
|
||
Total current assets
|
211,048
|
|
|
187,068
|
|
||
Property, plant and equipment, net
|
20,158
|
|
|
19,978
|
|
||
Assets held for sale
|
—
|
|
|
550
|
|
||
Long-term investments
|
4,385
|
|
|
9,074
|
|
||
Investment in life insurance
|
24,826
|
|
|
23,127
|
|
||
Deferred income taxes
|
28,112
|
|
|
30,520
|
|
||
Goodwill
|
1,228
|
|
|
1,228
|
|
||
Amortizable intangible assets
|
577
|
|
|
641
|
|
||
Other assets
|
12,537
|
|
|
13,886
|
|
||
Total assets
|
$
|
302,871
|
|
|
$
|
286,072
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
28,398
|
|
|
$
|
24,920
|
|
Income taxes payable
|
—
|
|
|
348
|
|
||
Accrued expenses:
|
|
|
|
||||
Accrued compensation
|
19,961
|
|
|
16,038
|
|
||
Product warranties
|
8,441
|
|
|
6,990
|
|
||
Self-insurance
|
4,868
|
|
|
4,137
|
|
||
Accrued loss on repurchases
|
1,250
|
|
|
627
|
|
||
Promotional
|
2,239
|
|
|
2,661
|
|
||
Other
|
4,329
|
|
|
5,297
|
|
||
Total current liabilities
|
69,486
|
|
|
61,018
|
|
||
Total long-term liabilities:
|
|
|
|
||||
Unrecognized tax benefits
|
4,931
|
|
|
5,228
|
|
||
Postretirement health care and deferred compensations benefits
|
70,354
|
|
|
75,135
|
|
||
Total long-term liabilities
|
75,285
|
|
|
80,363
|
|
||
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
|
28,960
|
|
|
28,496
|
|
||
Retained earnings
|
498,827
|
|
|
477,490
|
|
||
Accumulated other comprehensive loss
|
(2,273
|
)
|
|
(3,686
|
)
|
||
Treasury stock, at cost (23,854 and 23,122 shares)
|
(393,302
|
)
|
|
(383,497
|
)
|
||
Total stockholders' equity
|
158,100
|
|
|
144,691
|
|
||
Total liabilities and stockholders' equity
|
$
|
302,871
|
|
|
$
|
286,072
|
|
|
Nine Months Ended
|
||||||
(In thousands)
|
June 1,
2013 |
|
May 26,
2012 |
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
21,337
|
|
|
$
|
4,064
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,190
|
|
|
3,786
|
|
||
LIFO expense
|
438
|
|
|
844
|
|
||
Stock-based compensation
|
1,258
|
|
|
863
|
|
||
Deferred income taxes including valuation allowance
|
(1,243
|
)
|
|
(753
|
)
|
||
Postretirement benefit income and deferred compensation expense
|
259
|
|
|
510
|
|
||
Provision for doubtful accounts
|
62
|
|
|
28
|
|
||
(Gain) loss on disposal of property
|
(34
|
)
|
|
20
|
|
||
Gain on life insurance
|
(536
|
)
|
|
(281
|
)
|
||
Increase in cash surrender value of life insurance policies
|
(853
|
)
|
|
(523
|
)
|
||
Other
|
—
|
|
|
579
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Inventories
|
(26,295
|
)
|
|
(1,283
|
)
|
||
Receivables, prepaid and other assets
|
(10,819
|
)
|
|
1,893
|
|
||
Income taxes and unrecognized tax benefits
|
(234
|
)
|
|
105
|
|
||
Accounts payable and accrued expenses
|
9,895
|
|
|
4,950
|
|
||
Postretirement and deferred compensation benefits
|
(3,359
|
)
|
|
(3,053
|
)
|
||
Net cash (used in) provided by operating activities
|
(6,934
|
)
|
|
11,749
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from the sale of investments, at par
|
250
|
|
|
750
|
|
||
Proceeds from life insurance
|
1,004
|
|
|
1,404
|
|
||
Purchases of property and equipment
|
(3,322
|
)
|
|
(1,527
|
)
|
||
Proceeds from the sale of property
|
637
|
|
|
16
|
|
||
Repayments of COLI borrowings
|
(1,371
|
)
|
|
—
|
|
||
Other
|
692
|
|
|
(558
|
)
|
||
Net cash (used in) provided by investing activities
|
(2,110
|
)
|
|
85
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payments for purchases of common stock
|
(11,123
|
)
|
|
(343
|
)
|
||
Other
|
(94
|
)
|
|
33
|
|
||
Net cash used in financing activities
|
(11,217
|
)
|
|
(310
|
)
|
||
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(20,261
|
)
|
|
11,524
|
|
||
Cash and cash equivalents at beginning of period
|
62,683
|
|
|
69,307
|
|
||
Cash and cash equivalents at end of period
|
$
|
42,422
|
|
|
$
|
80,831
|
|
|
|
|
|
||||
Supplement cash flow disclosure:
|
|
|
|
||||
Income taxes paid, net of refunds
|
$
|
9,946
|
|
|
$
|
115
|
|
|
|
Fair Value at
June 1,
2013
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1 Quoted Prices in Active Markets for Identical Assets
|
|
Level 2 Significant Other
Observable Inputs
|
|
Level 3 Significant
Unobservable Inputs
|
|||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Student loan ARS with pending redemption
|
|
$
|
4,605
|
|
|
$
|
—
|
|
|
$
|
4,605
|
|
|
$
|
—
|
|
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Student loan ARS
|
|
4,385
|
|
|
—
|
|
|
—
|
|
|
4,385
|
|
||||
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
|
7,171
|
|
|
7,171
|
|
|
—
|
|
|
—
|
|
||||
International equity funds
|
|
805
|
|
|
805
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
|
387
|
|
|
387
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
17,353
|
|
|
$
|
8,363
|
|
|
$
|
4,605
|
|
|
$
|
4,385
|
|
|
|
Fair Value at
August 25,
2012
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1 Quoted Prices in Active Markets for Identical Assets
|
|
Level 2 Significant Other
Observable Inputs
|
|
Level 3 Significant
Unobservable Inputs
|
|||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Student loan ARS
|
|
$
|
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
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
June 1,
2013 |
|
May 26,
2012 |
||||||||
Balance at beginning of period
|
|
$
|
8,735
|
|
|
$
|
9,903
|
|
|
$
|
9,074
|
|
|
$
|
10,627
|
|
Transfer to Level 2
|
|
(4,605
|
)
|
|
(250
|
)
|
|
(4,855
|
)
|
|
(500
|
)
|
||||
Net change included in other comprehensive income
|
|
255
|
|
|
(562
|
)
|
|
166
|
|
|
(536
|
)
|
||||
Sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
||||
Balance at end of period
|
|
$
|
4,385
|
|
|
$
|
9,091
|
|
|
$
|
4,385
|
|
|
$
|
9,091
|
|
|
|
|
|
|
|
|
|
Range
|
||||
(In thousands)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Low
|
|
High
|
||
Student loan ARS
|
|
$
|
4,385
|
|
|
DCF
|
|
Projected ARS yield
|
|
1.92%
|
|
2.03%
|
|
|
|
|
|
|
Discount for lack of marketability
|
|
2.94%
|
|
3.70%
|
(In thousands)
|
|
June 1,
2013 |
|
August 25,
2012 |
||||
Finished goods
|
|
$
|
50,781
|
|
|
$
|
30,054
|
|
Work-in-process
|
|
48,300
|
|
|
45,240
|
|
||
Raw materials
|
|
45,332
|
|
|
42,824
|
|
||
Total
|
|
144,413
|
|
|
118,118
|
|
||
LIFO reserve
|
|
(31,462
|
)
|
|
(31,024
|
)
|
||
Total inventories
|
|
$
|
112,951
|
|
|
$
|
87,094
|
|
(In thousands)
|
|
June 1,
2013 |
|
August 25,
2012 |
||||
Land
|
|
$
|
757
|
|
|
$
|
757
|
|
Buildings and building improvements
|
|
50,428
|
|
|
49,641
|
|
||
Machinery and equipment
|
|
90,671
|
|
|
90,775
|
|
||
Transportation
|
|
8,864
|
|
|
8,858
|
|
||
Total property, plant and equipment, gross
|
|
150,720
|
|
|
150,031
|
|
||
Less accumulated depreciation
|
|
(130,562
|
)
|
|
(130,053
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
20,158
|
|
|
$
|
19,978
|
|
|
|
June 1, 2013
|
|
August 25, 2012
|
||||||||||||
(In thousands)
|
|
Cost
|
|
Accumulated Amortization
|
|
Cost
|
|
Accumulated Amortization
|
||||||||
Dealer network
|
|
$
|
534
|
|
|
$
|
129
|
|
|
$
|
534
|
|
|
$
|
88
|
|
Trademarks
|
|
196
|
|
|
47
|
|
|
196
|
|
|
32
|
|
||||
Non-compete agreement
|
|
40
|
|
|
17
|
|
|
40
|
|
|
10
|
|
||||
Total
|
|
$
|
770
|
|
|
$
|
193
|
|
|
$
|
770
|
|
|
$
|
130
|
|
(In thousands)
|
|
Amount
|
|||
Year Ended:
|
2014
|
|
$
|
86
|
|
|
2015
|
|
77
|
|
|
|
2016
|
|
73
|
|
|
|
2017
|
|
73
|
|
|
|
2018
|
|
73
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
June 1,
2013 |
|
May 26,
2012 |
||||||||
Balance at beginning of period
|
|
$
|
8,065
|
|
|
$
|
6,530
|
|
|
$
|
6,990
|
|
|
$
|
7,335
|
|
Provision
|
|
2,118
|
|
|
1,645
|
|
|
7,032
|
|
|
3,928
|
|
||||
Claims paid
|
|
(1,742
|
)
|
|
(1,580
|
)
|
|
(5,581
|
)
|
|
(4,668
|
)
|
||||
Balance at end of period
|
|
$
|
8,441
|
|
|
$
|
6,595
|
|
|
$
|
8,441
|
|
|
$
|
6,595
|
|
(In thousands)
|
|
June 1,
2013 |
|
August 25,
2012 |
||||
Postretirement health care benefit cost
|
|
$
|
41,576
|
|
|
$
|
45,132
|
|
Non-qualified deferred compensation
|
|
22,687
|
|
|
23,630
|
|
||
Executive share option plan liability
|
|
7,135
|
|
|
7,798
|
|
||
SERP benefit liability
|
|
3,042
|
|
|
3,342
|
|
||
Executive deferred compensation
|
|
105
|
|
|
102
|
|
||
Officer stock-based compensation
|
|
450
|
|
|
—
|
|
||
Total postretirement health care and deferred compensation benefits
|
|
74,995
|
|
|
80,004
|
|
||
Less current portion
|
|
(4,641
|
)
|
|
(4,869
|
)
|
||
Long-term postretirement health care and deferred compensation benefits
|
|
$
|
70,354
|
|
|
$
|
75,135
|
|
•
|
In Fiscal 2005, we established dollar caps on the amount that we will pay for postretirement health care benefits per retiree on an annual basis so that we were not exposed to continued medical inflation. Retirees are required to pay a monthly premium in excess of the employer dollar caps for medical coverage based on years of service and age at retirement.
|
•
|
In January 2012 the employer established dollar caps were reduced by
10%
, which reduced our liability for postretirement health care by
$4.6 million
and is being amortized as prior service credit over
7.8 years
.
|
•
|
In January 2013 the employer established dollar caps were further reduced by
10%
, which reduced our liability for postretirement health care by approximately
$4.3 million
and is being amortized as prior service credit over
7.5 years
.
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
June 1,
2013 |
|
May 26,
2012 |
||||||||
Interest cost
|
|
$
|
373
|
|
|
$
|
453
|
|
|
$
|
1,136
|
|
|
$
|
1,397
|
|
Service cost
|
|
140
|
|
|
132
|
|
|
433
|
|
|
407
|
|
||||
Amortization of prior service benefit
|
|
(1,366
|
)
|
|
(1,221
|
)
|
|
(3,803
|
)
|
|
(3,372
|
)
|
||||
Amortization of net actuarial loss
|
|
407
|
|
|
263
|
|
|
1,195
|
|
|
766
|
|
||||
Net periodic postretirement benefit income
|
|
$
|
(446
|
)
|
|
$
|
(373
|
)
|
|
$
|
(1,039
|
)
|
|
$
|
(802
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Payments for postretirement health care
|
|
$
|
271
|
|
|
$
|
297
|
|
|
$
|
836
|
|
|
$
|
916
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
June 1,
2013 |
|
May 26,
2012 |
||||||||
Inventory repurchased:
|
|
|
|
|
|
|
|
|
||||||||
Units
|
|
13
|
|
|
1
|
|
|
13
|
|
|
18
|
|
||||
Dollars
|
|
$
|
260
|
|
|
$
|
16
|
|
|
$
|
260
|
|
|
$
|
1,264
|
|
Inventory resold:
|
|
|
|
|
|
|
|
|
||||||||
Units
|
|
13
|
|
|
1
|
|
|
13
|
|
|
18
|
|
||||
Cash collected
|
|
$
|
207
|
|
|
$
|
11
|
|
|
$
|
207
|
|
|
$
|
1,113
|
|
Loss recognized
|
|
$
|
53
|
|
|
$
|
5
|
|
|
$
|
53
|
|
|
$
|
151
|
|
Units in ending inventory
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands, except per share data)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
June 1,
2013 |
|
May 26,
2012 |
||||||||
Income per share - basic
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
7,661
|
|
|
$
|
3,941
|
|
|
$
|
21,337
|
|
|
$
|
4,064
|
|
Weighted average shares outstanding
|
|
27,987
|
|
|
29,225
|
|
|
28,128
|
|
|
29,171
|
|
||||
Net income per share - basic
|
|
$
|
0.27
|
|
|
$
|
0.13
|
|
|
$
|
0.76
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income per share - assuming dilution
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
7,661
|
|
|
$
|
3,941
|
|
|
$
|
21,337
|
|
|
$
|
4,064
|
|
Weighted average shares outstanding
|
|
27,987
|
|
|
29,225
|
|
|
28,128
|
|
|
29,171
|
|
||||
Dilutive impact of awards and options outstanding
|
|
100
|
|
|
38
|
|
|
90
|
|
|
72
|
|
||||
Weighted average shares and potential dilutive shares outstanding
|
|
28,087
|
|
|
29,263
|
|
|
28,218
|
|
|
29,243
|
|
||||
Net income per share - assuming dilution
|
|
$
|
0.27
|
|
|
$
|
0.13
|
|
|
$
|
0.76
|
|
|
$
|
0.14
|
|
|
|
Through April 30
|
|
Calendar Year
|
||||||||
US Retail Motorized:
|
|
2013
|
2012
|
|
2012
|
2011
|
2010
|
|||||
Class A gas
|
|
23.2
|
%
|
22.2
|
%
|
|
24.2
|
%
|
22.2
|
%
|
23.7
|
%
|
Class A diesel
|
|
17.7
|
%
|
20.1
|
%
|
|
19.4
|
%
|
17.6
|
%
|
15.2
|
%
|
Total Class A
|
|
21.1
|
%
|
21.3
|
%
|
|
22.2
|
%
|
20.2
|
%
|
19.5
|
%
|
Class C
|
|
15.5
|
%
|
18.7
|
%
|
|
18.3
|
%
|
17.4
|
%
|
17.9
|
%
|
Total Class A and C
|
|
18.4
|
%
|
20.1
|
%
|
|
20.5
|
%
|
19.0
|
%
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|||||
Class B
|
|
19.0
|
%
|
15.6
|
%
|
|
17.6
|
%
|
7.9
|
%
|
15.6
|
%
|
|
|
|
|
|
|
|
|
|||||
|
|
Through April 30
|
|
Calendar Year
|
||||||||
Canadian Retail Motorized:
|
|
2013
|
2012
|
|
2012
|
2011
|
2010
|
|||||
Class A gas
|
|
12.0
|
%
|
14.1
|
%
|
|
15.3
|
%
|
16.5
|
%
|
14.9
|
%
|
Class A diesel
|
|
16.4
|
%
|
17.1
|
%
|
|
17.3
|
%
|
18.0
|
%
|
9.9
|
%
|
Total Class A
|
|
13.6
|
%
|
15.2
|
%
|
|
16.1
|
%
|
17.1
|
%
|
12.6
|
%
|
Class C
|
|
15.3
|
%
|
10.6
|
%
|
|
14.9
|
%
|
15.9
|
%
|
13.8
|
%
|
Total Class A and C
|
|
14.5
|
%
|
12.8
|
%
|
|
15.5
|
%
|
16.5
|
%
|
13.2
|
%
|
|
|
|
|
|
|
|
|
|||||
Class B
|
|
17.5
|
%
|
4.3
|
%
|
|
12.7
|
%
|
7.1
|
%
|
4.8
|
%
|
|
|
US
|
|
Canadian
|
||||||||||||||||
|
|
Through April 30
|
|
Calendar Year
|
|
Through April 30
|
|
Calendar Year
|
||||||||||||
Retail Towables:
|
|
2013
|
2012
|
|
2012
|
2011
|
|
2013
|
2012
|
|
2012
|
2011
|
||||||||
Travel trailer
|
|
0.9
|
%
|
0.8
|
%
|
|
0.8
|
%
|
0.6
|
%
|
|
0.9
|
%
|
0.5
|
%
|
|
0.6
|
%
|
0.5
|
%
|
Fifth wheel
|
|
0.8
|
%
|
1.0
|
%
|
|
1.1
|
%
|
0.5
|
%
|
|
1.3
|
%
|
1.1
|
%
|
|
1.5
|
%
|
0.6
|
%
|
Total towables
|
|
0.9
|
%
|
0.9
|
%
|
|
0.9
|
%
|
0.6
|
%
|
|
1.0
|
%
|
0.6
|
%
|
|
0.9
|
%
|
0.5
|
%
|
|
|
Class A, B & C Motorhomes
|
|
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
|
||||||||
Q4 2011
|
|
1,088
|
|
1,198
|
|
1,958
|
|
681
|
|
|
358
|
|
420
|
|
966
|
|
293
|
|
Q1 2012
|
|
1,040
|
|
1,053
|
|
1,945
|
|
618
|
|
|
435
|
|
255
|
|
1,146
|
|
460
|
|
Q2 2012
|
|
1,001
|
|
872
|
|
2,074
|
|
1,004
|
|
|
562
|
|
332
|
|
1,376
|
|
417
|
|
Q3 2012
|
|
1,280
|
|
1,414
|
|
1,940
|
|
1,237
|
|
|
646
|
|
652
|
|
1,370
|
|
505
|
|
Rolling 12 months
|
|
4,409
|
|
4,537
|
|
|
|
|
2,001
|
|
1,659
|
|
|
|
||||
June 2011-May 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Q4 2012
|
|
1,321
|
|
1,334
|
|
1,927
|
|
1,473
|
|
|
695
|
|
700
|
|
1,365
|
|
411
|
|
Q1 2013
|
|
1,534
|
|
1,416
|
|
2,045
|
|
2,118
|
|
|
557
|
|
367
|
|
1,555
|
|
687
|
|
Q2 2013
|
|
1,419
|
|
1,072
|
|
2,392
|
|
2,752
|
|
|
548
|
|
328
|
|
1,775
|
|
381
|
|
Q3 2013
|
|
1,978
|
|
1,736
|
|
2,634
|
|
2,846
|
|
|
713
|
|
846
|
|
1,642
|
|
443
|
|
Rolling 12 months
|
|
6,252
|
|
5,558
|
|
|
|
|
|
2,513
|
|
2,241
|
|
|
|
|||
June 2012-May 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
During the first three quarters of Fiscal 2013 motor home deliveries increased by approximately 48.5% as compared to the first three fiscal quarters of 2012. In addition retail demand for our motorized products grew 26.9% when comparing the first three fiscal quarters of 2013 to fiscal 2012. As a result, dealer inventory grew by 35.8% when comparing the same time periods. We view this as a reflection of our dealer network's confidence in our products and the overall industry as they prepare for the historically stronger summer selling season. Our belief of improving dealer confidence is further supported by the continued growth in our sales order backlog. Even as we delivered nearly 2,000 motor homes in the fiscal third quarter of 2013; our strongest unit volume quarter since the first fiscal quarter of 2008, our sales order backlog grew by approximately 3% on a consecutive fiscal quarter comparison.
|
•
|
The continuing strong demand for our motorized products has led to enhanced financial performance. The sales incentive environment has improved as compared to a year ago and the incremental volume has provided operating leverage in multiple areas. Motorized operating profit increased by over 900% when comparing the first three fiscal quarters of 2013 to the first three quarters of fiscal 2012.
|
•
|
Towables generated an operating loss of $3.0 million in the first nine months of Fiscal 2013 compared to an operating loss of $115,000 in the first nine months of Fiscal 2012. The two most significant issues that negatively impacted Towables' operating performance during the first nine months of Fiscal 2013 were increased warranty expense due to escalating negative claim experience and unfavorable overhead variances due to lower production. Significant changes have been made throughout the first half of Fiscal 2013 in key management positions to address the recent performance problems. Notably, a new Towables President was named in January 2013 and leadership responsibilities of warranty and service were centralized to the Company's headquarters in Iowa to better leverage the Company's industry leading capabilities, processes and expertise of long time motorized resources. During February 2013, production was idled in one of the assembly plants where production issues had been pervasive and only a small core group of employees were retained to train and work in the other assembly plant that has not experienced similar issues. Production is expected to resume in this plant during the fourth quarter of Fiscal 2013.
|
•
|
During the third quarter much progress was made at Towables. New product was introduced and we believe was well received at our Dealer Day event held in late April as evidenced by the increase in sales order backlog of 16.3% on a consecutive fiscal quarter comparison. Retail registrations also grew as compared to the same quarter last year by 29.8%, reflecting the growing consumer demand of our Towable product. Positive cash flow was generated from operations in the quarter, primarily due to inventory reductions of $3.9 million.
|
|
US and Canada Industry Class A, B & C Motorhomes
|
||||||||||||||||||
|
Wholesale Shipments
(1)
|
|
Retail Registrations
(2)
|
||||||||||||||||
|
Calendar Year
|
|
Calendar Year
|
||||||||||||||||
|
|
|
|
(Decrease)
|
|
|
|
|
|
|
|
|
|||||||
(In units)
|
2012
|
|
|
2011
|
|
Increase
|
|
Change
|
|
|
2012
|
|
|
2011
|
|
Increase
|
|
Change
|
|
Q1
|
6,869
|
|
|
6,888
|
|
(19
|
)
|
(0.3
|
)%
|
|
5,706
|
|
|
5,114
|
|
592
|
|
11.6
|
%
|
Q2
|
7,707
|
|
|
7,868
|
|
(161
|
)
|
(2.0
|
)%
|
|
8,206
|
|
|
8,140
|
|
66
|
|
0.8
|
%
|
Q3
|
6,678
|
|
|
5,267
|
|
1,411
|
|
26.8
|
%
|
|
6,916
|
|
|
6,102
|
|
814
|
|
13.3
|
%
|
Q4
|
6,944
|
|
|
4,807
|
|
2,137
|
|
44.5
|
%
|
|
4,922
|
|
|
4,623
|
|
299
|
|
6.5
|
%
|
Total
|
28,198
|
|
|
24,830
|
|
3,368
|
|
13.6
|
%
|
|
25,750
|
|
|
23,979
|
|
1,771
|
|
7.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In units)
|
2013
|
|
|
2012
|
|
Increase
|
|
Change
|
|
|
2013
|
|
|
2012
|
|
Increase
|
|
Change
|
|
Q1
|
8,500
|
|
|
6,869
|
|
1,631
|
|
23.7
|
%
|
|
7,050
|
|
|
5,706
|
|
1,344
|
|
23.6
|
%
|
April
|
3,780
|
|
|
2,552
|
|
1,228
|
|
48.1
|
%
|
|
3,300
|
|
|
2,640
|
|
660
|
|
25.0
|
%
|
May
|
3,698
|
|
|
2,829
|
|
869
|
|
30.7
|
%
|
|
|
(4)
|
2,883
|
|
|
|
|||
June
|
3,089
|
|
(3)
|
2,326
|
|
763
|
|
32.8
|
%
|
|
|
(4)
|
2,683
|
|
|
|
|||
Q2
|
10,567
|
|
(3)
|
7,707
|
|
2,860
|
|
37.1
|
%
|
|
|
(4)
|
8,206
|
|
|
|
|
|
|
Q3
|
8,000
|
|
(3)
|
6,678
|
|
1,322
|
|
19.8
|
%
|
|
|
|
(4)
|
6,916
|
|
|
|
|
|
Q4
|
7,501
|
|
(3)
|
6,944
|
|
557
|
|
8.0
|
%
|
|
|
(4)
|
4,922
|
|
|
|
|||
Total
|
34,568
|
|
(3)
|
28,198
|
|
6,370
|
|
22.6
|
%
|
|
|
|
|
25,750
|
|
|
|
|
(1)
|
Class A, B and C wholesale shipments as reported by RVIA.
|
(2)
|
Class A, B and C retail registrations as reported by Stat Surveys for the US and Canada combined.
|
(3)
|
Monthly and quarterly 2013 Class A, B and C wholesale shipments 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 Summer 2013 Industry Forecast Issue. The RVIA annual 2013 wholesale shipment forecast was 33,500 (prior to actual April and May shipments being available). The RVIA 2014 wholesale shipment forecast is 35,600.
|
(4)
|
Stat Surveys has not issued a projection for 2013 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)
|
2012
|
|
|
2011
|
|
Increase
|
|
Change
|
|
|
2012
|
|
|
2011
|
|
Increase
|
|
Change
|
|
Q1
|
60,402
|
|
|
54,132
|
|
6,270
|
|
11.6
|
%
|
|
39,093
|
|
|
33,698
|
|
5,395
|
|
16.0
|
%
|
Q2
|
71,095
|
|
|
65,987
|
|
5,108
|
|
7.7
|
%
|
|
83,990
|
|
|
79,155
|
|
4,835
|
|
6.1
|
%
|
Q3
|
56,601
|
|
|
47,547
|
|
9,054
|
|
19.0
|
%
|
|
67,344
|
|
|
63,014
|
|
4,330
|
|
6.9
|
%
|
Q4
|
54,782
|
|
|
45,266
|
|
9,516
|
|
21.0
|
%
|
|
32,469
|
|
|
30,044
|
|
2,425
|
|
8.1
|
%
|
Total
|
242,880
|
|
|
212,932
|
|
29,948
|
|
14.1
|
%
|
|
222,896
|
|
|
205,911
|
|
16,985
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In units)
|
2013
|
|
|
2012
|
|
Increase
|
|
Change
|
|
|
2013
|
|
|
2012
|
|
Increase
|
|
Change
|
|
Q1
|
66,745
|
|
|
60,402
|
|
6,343
|
|
10.5
|
%
|
|
42,261
|
|
|
39,093
|
|
3,168
|
|
8.1
|
%
|
April
|
26,716
|
|
|
22,751
|
|
3,965
|
|
17.4
|
%
|
|
27,258
|
|
|
24,950
|
|
2,308
|
|
9.3
|
%
|
May
|
27,179
|
|
|
24,546
|
|
2,633
|
|
10.7
|
%
|
|
|
(4)
|
30,390
|
|
|
|
|||
June
|
24,714
|
|
(3)
|
23,798
|
|
916
|
|
3.8
|
%
|
|
|
(4)
|
28,650
|
|
|
|
|||
Q2
|
78,609
|
|
(3)
|
71,095
|
|
7,514
|
|
10.6
|
%
|
|
|
(4)
|
83,990
|
|
|
|
|
|
|
Q3
|
62,700
|
|
(3)
|
56,601
|
|
6,099
|
|
10.8
|
%
|
|
|
(4)
|
67,344
|
|
|
|
|
|
|
Q4
|
56,000
|
|
(3)
|
54,782
|
|
1,218
|
|
2.2
|
%
|
|
|
(4)
|
32,469
|
|
|
|
|||
Total
|
264,054
|
|
(3)
|
242,880
|
|
21,174
|
|
8.7
|
%
|
|
|
|
|
222,896
|
|
|
|
|
(1)
|
Towable wholesale shipments as reported by RVIA.
|
(2)
|
Towable retail registrations as reported by Stat Surveys for the US and Canada combined.
|
(3)
|
Monthly and quarterly 2013 towable wholesale shipments 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 Summer 2013 Industry Forecast Issue. The RVIA annual 2013 wholesale shipment forecast was 261,500 (prior to actual April and May shipments being available). The RVIA 2014 wholesale shipment forecast is 271,100.
|
(4)
|
Stat Surveys has not issued a projection for 2013 retail demand for this period.
|
(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 cancelled 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.
|
|
|
Quarter Ended
|
||||||||||||||||
(In thousands, except percent
and per share data)
|
|
June 1,
2013 |
% of
Revenues
(1)
|
|
May 26,
2012 |
% of
Revenues
(1)
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
|
$
|
218,199
|
|
100.0
|
%
|
|
$
|
155,709
|
|
100.0
|
%
|
|
$
|
62,490
|
|
40.1
|
%
|
Cost of goods sold
|
|
197,002
|
|
90.3
|
%
|
|
143,638
|
|
92.2
|
%
|
|
53,364
|
|
37.2
|
%
|
|||
Gross profit
|
|
21,197
|
|
9.7
|
%
|
|
12,071
|
|
7.8
|
%
|
|
9,126
|
|
75.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling
|
|
4,857
|
|
2.2
|
%
|
|
4,331
|
|
2.8
|
%
|
|
526
|
|
12.1
|
%
|
|||
General and administrative
|
|
6,092
|
|
2.8
|
%
|
|
4,213
|
|
2.7
|
%
|
|
1,879
|
|
44.6
|
%
|
|||
Operating expenses
|
|
10,949
|
|
5.0
|
%
|
|
8,544
|
|
5.5
|
%
|
|
2,405
|
|
28.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income
|
|
10,248
|
|
4.7
|
%
|
|
3,527
|
|
2.3
|
%
|
|
6,721
|
|
190.6
|
%
|
|||
Non-operating income
|
|
144
|
|
0.1
|
%
|
|
402
|
|
0.3
|
%
|
|
(258
|
)
|
(64.2
|
)%
|
|||
Income before income taxes
|
|
10,392
|
|
4.8
|
%
|
|
3,929
|
|
2.5
|
%
|
|
6,463
|
|
164.5
|
%
|
|||
Provision (benefit) for taxes
|
|
2,731
|
|
1.3
|
%
|
|
(12
|
)
|
—
|
%
|
|
2,743
|
|
NMF
|
|
|||
Net income
|
|
$
|
7,661
|
|
3.5
|
%
|
|
$
|
3,941
|
|
2.5
|
%
|
|
$
|
3,720
|
|
94.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted income per share
|
|
$
|
0.27
|
|
|
|
$
|
0.13
|
|
|
|
$
|
0.14
|
|
107.7
|
%
|
||
Diluted average shares outstanding
|
|
28,087
|
|
|
|
29,263
|
|
|
|
(1,176
|
)
|
(4.0
|
)%
|
|
|
Quarter Ended
|
||||||||||||||||
(In units)
|
|
June 1,
2013 |
Product
Mix %
(1)
|
|
May 26,
2012 |
Product
Mix %
(1)
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Motorhomes:
|
|
|
|
|
|
|
|
|
|
|||||||||
Class A gas
|
|
656
|
|
33.2
|
%
|
|
429
|
|
33.5
|
%
|
|
227
|
|
52.9
|
%
|
|||
Class A diesel
|
|
323
|
|
16.3
|
%
|
|
234
|
|
18.3
|
%
|
|
89
|
|
38.0
|
%
|
|||
Total Class A
|
|
979
|
|
49.5
|
%
|
|
663
|
|
51.8
|
%
|
|
316
|
|
47.7
|
%
|
|||
Class B
|
|
78
|
|
3.9
|
%
|
|
87
|
|
6.8
|
%
|
|
(9
|
)
|
(10.3
|
)%
|
|||
Class C
|
|
921
|
|
46.6
|
%
|
|
530
|
|
41.4
|
%
|
|
391
|
|
73.8
|
%
|
|||
Total motorhome deliveries
|
|
1,978
|
|
100.0
|
%
|
|
1,280
|
|
100.0
|
%
|
|
698
|
|
54.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
|
$
|
97.9
|
|
|
|
$
|
101.7
|
|
|
|
$
|
(3.7
|
)
|
(3.7
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||||
Towables:
|
|
|
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
|
587
|
|
82.3
|
%
|
|
357
|
|
55.3
|
%
|
|
230
|
|
64.4
|
%
|
|||
Fifth wheel
|
|
126
|
|
17.7
|
%
|
|
289
|
|
44.7
|
%
|
|
(163
|
)
|
(56.4
|
)%
|
|||
Total towable deliveries
|
|
713
|
|
100.0
|
%
|
|
646
|
|
100.0
|
%
|
|
67
|
|
10.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
|
$
|
21.5
|
|
|
|
$
|
25.1
|
|
|
|
$
|
(3.6
|
)
|
(14.5
|
)%
|
|
|
Quarter Ended
|
||||||||||||||||
(In thousands)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
Increase
(Decrease)
|
%
Change
|
|||||||||||
Motorhomes
(1)
|
|
$
|
191,514
|
|
87.8
|
%
|
|
$
|
128,016
|
|
82.2
|
%
|
|
$
|
63,498
|
|
49.6
|
%
|
Towables
(2)
|
|
15,345
|
|
7.0
|
%
|
|
16,392
|
|
10.5
|
%
|
|
(1,047
|
)
|
(6.4
|
)%
|
|||
Motorhome parts and services
|
|
3,282
|
|
1.5
|
%
|
|
2,909
|
|
1.9
|
%
|
|
373
|
|
12.8
|
%
|
|||
Other manufactured products
|
|
8,058
|
|
3.7
|
%
|
|
8,392
|
|
5.4
|
%
|
|
(334
|
)
|
(4.0
|
)%
|
|||
Total net revenues
|
|
$
|
218,199
|
|
100.0
|
%
|
|
$
|
155,709
|
|
100.0
|
%
|
|
$
|
62,490
|
|
40.1
|
%
|
(1)
|
Motorhome 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
84.6%
this year from
85.6%
last year which was primarily due to a lower percentage of sales discounts and incentives of net revenues than the prior year.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs
decreased
to
5.7%
of net revenues compared to
6.6%
for
Fiscal 2012
. This difference was primarily due to significantly higher production levels in
Fiscal 2013
which resulted in higher absorption of fixed overhead costs.
|
•
|
All factors considered, gross profit
increased
from
7.8%
to
9.7%
of net revenues.
|
|
|
Nine Months Ended
|
||||||||||||||||
(In units)
|
|
June 1,
2013 |
Product
Mix %
(1)
|
|
May 26,
2012 |
Product
Mix %
(1)
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Motorhomes:
|
|
|
|
|
|
|
|
|
|
|||||||||
Class A gas
|
|
1,779
|
|
36.1
|
%
|
|
1,163
|
|
35.0
|
%
|
|
616
|
|
53.0
|
%
|
|||
Class A diesel
|
|
989
|
|
20.1
|
%
|
|
701
|
|
21.1
|
%
|
|
288
|
|
41.1
|
%
|
|||
Total Class A
|
|
2,768
|
|
56.1
|
%
|
|
1,864
|
|
56.1
|
%
|
|
904
|
|
48.5
|
%
|
|||
Class B
|
|
263
|
|
5.3
|
%
|
|
215
|
|
6.5
|
%
|
|
48
|
|
22.3
|
%
|
|||
Class C
|
|
1,900
|
|
38.5
|
%
|
|
1,242
|
|
37.4
|
%
|
|
658
|
|
53.0
|
%
|
|||
Total motorhome deliveries
|
|
4,931
|
|
100.0
|
%
|
|
3,321
|
|
100.0
|
%
|
|
1,610
|
|
48.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
|
$
|
106.2
|
|
|
|
$
|
106.0
|
|
|
|
$
|
0.1
|
|
0.1
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||||
Towables:
|
|
|
|
|
|
|
|
|
|
|||||||||
Travel trailer
|
|
1,433
|
|
78.8
|
%
|
|
928
|
|
56.5
|
%
|
|
505
|
|
54.4
|
%
|
|||
Fifth wheel
|
|
385
|
|
21.2
|
%
|
|
715
|
|
43.5
|
%
|
|
(330
|
)
|
(46.2
|
)%
|
|||
Total towable deliveries
|
|
1,818
|
|
100.0
|
%
|
|
1,643
|
|
100.0
|
%
|
|
175
|
|
10.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP (in thousands)
|
|
$
|
21.6
|
|
|
|
$
|
24.6
|
|
|
|
$
|
(3.1
|
)
|
(12.4
|
)%
|
|
|
Nine Months Ended
|
||||||||||||||||
(In thousands)
|
|
June 1,
2013 |
|
May 26,
2012 |
|
Increase
(Decrease)
|
%
Change
|
|||||||||||
Motorhomes
(1)
|
|
$
|
517,216
|
|
87.8
|
%
|
|
$
|
347,510
|
|
82.9
|
%
|
|
$
|
169,706
|
|
48.8
|
%
|
Towables
(2)
|
|
39,309
|
|
6.7
|
%
|
|
40,948
|
|
9.8
|
%
|
|
(1,639
|
)
|
(4.0
|
)%
|
|||
Motorhome parts and services
|
|
9,570
|
|
1.6
|
%
|
|
8,695
|
|
2.1
|
%
|
|
875
|
|
10.1
|
%
|
|||
Other manufactured products
|
|
22,824
|
|
3.9
|
%
|
|
21,993
|
|
5.2
|
%
|
|
831
|
|
3.8
|
%
|
|||
Total net revenues
|
|
$
|
588,919
|
|
100.0
|
%
|
|
$
|
419,146
|
|
100.0
|
%
|
|
$
|
169,773
|
|
40.5
|
%
|
(1)
|
Motorhome 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
84.2%
this year from
85.9%
last year which was primarily due to lower material costs and greater production efficiencies due to increased production levels.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs
decreased
to
5.8%
of net revenues compared to
7.6%
for
Fiscal 2012
. This difference was primarily due significantly higher production levels in
Fiscal 2013
which resulted in higher absorption of fixed overhead costs.
|
•
|
All factors considered, gross profit
increased
from
6.5%
to
10.0%
of net revenues.
|
•
|
Generated net income of
$21.3 million
|
•
|
Increase in inventory of
$26.3 million
: The increase was primarily a result of significantly more finished goods units ready for delivery and in transit
|
•
|
Stock repurchases of approximately
$11.1 million
|
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
|
||||||||
03/03/13 - 04/06/13
|
20,280
|
|
$
|
20.32
|
|
20,280
|
|
|
$
|
43,787,000
|
|
|
04/07/13 - 05/04/13
|
133,377
|
|
$
|
17.58
|
|
133,377
|
|
|
$
|
41,442,000
|
|
|
05/05/13 - 06/01/13
|
—
|
|
$
|
—
|
|
—
|
|
|
$
|
41,442,000
|
|
|
Total
|
153,657
|
|
$
|
17.94
|
|
153,657
|
|
|
$
|
41,442,000
|
|
|
10.1
|
Winnebago Industries, Inc. Directors' Deferred Compensation Plan as amended on July 1, 2013.
|
31.1
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
June 28, 2013
.
|
31.2
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
June 28, 2013
.
|
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
June 28, 2013
.
|
32.2
|
Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
June 28, 2013
.
|
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
|
|
|
WINNEBAGO INDUSTRIES, INC.
|
|
|
|
|
|
|
|
Date:
|
June 28, 2013
|
By
|
/s/ Randy J. Potts
|
|
|
|
|
Randy J. Potts
|
|
|
|
|
Chief Executive Officer, President, Chairman of the Board
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Date:
|
June 28, 2013
|
By
|
/s/ Sarah N. Nielsen
|
|
|
|
|
Sarah N. Nielsen
|
|
|
|
|
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
1.
|
Plan
|
2.
|
Effective Date and Plan Year
|
3.
|
Purpose of the Plan
|
4.
|
Participants
|
5.
|
Compensation Eligible for Deferral
|
a.
|
"Money Credits" which are described in Section 7(a); or
|
b.
|
"Winnebago Stock Units" which are described in Section 7(b).
|
7.
|
Director's Deferral Accounts
|
8.
|
Events of Distribution of Director's Deferral Accounts
|
a.
|
Designated date, which date shall be at least six months following the Participant's election to convert Deferred Compensation into Winnebago Stock Units, if so elected by the Participant;
|
b.
|
Termination of service as a Director;
|
c.
|
Death;
|
d.
|
Disability. For purposes hereof a Participant shall be considered disabled if the Participant:
|
(i)
|
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or
|
(ii)
|
is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 3 months under an accident and health plan covering employees of the participant's employer
|
e.
|
A "Change of Control” (as defined below).
|
9.
|
Form of Distribution of Director's Deferral Accounts
|
a.
|
a lump sum; or
|
b.
|
approximately equal annual installments over a three-year period.
|
c.
|
approximately equal annual installments over a five-year period.
|
10.
|
Timing of Distributions
|
11.
|
Distributions Upon a Change Of Control and Subsequent Termination of Service
|
12.
|
Distributions to a Specified Employee
|
13.
|
Beneficiary
|
14.
|
Participant's Rights Unsecured
|
15.
|
Deposit of Funds Into Grantor Trust
|
16.
|
Plan Administrator
|
17.
|
Amendments to the Plan
|
18.
|
Termination of Plan
|
19.
|
Expenses
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");
|
2.
|
Based on my knowledge, this 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 Report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this 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 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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this 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 Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
d.
|
disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's
third
fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
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:
|
June 28, 2013
|
|
By:
|
/s/ Randy J. Potts
|
|
|
|
|
Randy J. Potts
|
|
|
|
|
Chief Executive Officer, President,
|
|
|
|
|
Chairman of the Board
|
1.
|
I have reviewed this
Quarterly
Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");
|
2.
|
Based on my knowledge, this 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 Report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this 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 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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this 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 Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
d.
|
disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's
third
fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
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:
|
June 28, 2013
|
|
By:
|
/s/ Sarah N. Nielsen
|
|
|
|
|
Sarah N. Nielsen
|
|
|
|
|
Vice President, Chief Financial Officer
|
a.
|
This
Quarterly
Report on Form 10-Q (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal quarter ended
June 1, 2013
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:
|
June 28, 2013
|
|
By:
|
/s/ Randy J. Potts
|
|
|
|
|
Randy J. Potts
|
|
|
|
|
Chief Executive Officer, President,
|
|
|
|
|
Chairman of the Board
|
a.
|
This Quarterly Report on Form 10-Q (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal quarter ended
June 1, 2013
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:
|
June 28, 2013
|
|
By:
|
/s/ Sarah N. Nielsen
|
|
|
|
|
Sarah N. Nielsen
|
|
|
|
|
Vice President, Chief Financial Officer
|