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FORM 10-K
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Iowa
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42-0802678
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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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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Title of each class
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Name of each exchange on which registered
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Common Stock ($.50 par value)
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The New York Stock Exchange, Inc.
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Chicago Stock Exchange, Inc.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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AOCI
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Accumulated Other Comprehensive Income (Loss)
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Amended Credit Agreement
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Credit Agreement dated as of May 28, 2014 by and between Winnebago Industries, Inc and Winnebago of Indiana, LLC, as Borrowers, and Wells Fargo Capital Finance, as Agent
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ARS
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Auction Rate Securities
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ASC
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Accounting Standards Codification
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ASP
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Average Sales Price
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ASU
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Accounting Standards Update
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COLI
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Company Owned Life Insurance
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Credit Agreement
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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 (as amended May 28, 2014)
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EPS
|
Earnings Per Share
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ERP
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Enterprise Resource Planning
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FASB
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Financial Accounting Standards Board
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FIFO
|
First In, First Out
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GAAP
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Generally Accepted Accounting Principles
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GECC
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General Electric Capital Corporation
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Grand Design
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Grand Design RV, LLC
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IRS
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Internal Revenue Service
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IT
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Information Technology
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JPMorgan
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JPMorgan Chase Bank, N.A.
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LIBOR
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London Interbank Offered Rate
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LIFO
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Last In, First Out
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LTIP
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Long-Term Incentive Plan
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MVA
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Motor Vehicle Act
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NMF
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Non-Meaningful Figure
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NOL
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Net Operating Loss
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NYSE
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New York Stock Exchange
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OCI
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Other Comprehensive Income
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Octavius
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Octavius Corporation, a wholly-owned subsidiary of Winnebago Industries, Inc.
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OEM
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Original Equipment Manufacturing
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OSHA
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Occupational Safety and Health Administration
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ROE
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Return on Equity
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ROIC
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Return on Invested Capital
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RV
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Recreation Vehicle
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RVIA
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Recreation Vehicle Industry Association
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SEC
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U.S. Securities and Exchange Commission
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SERP
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Supplemental Executive Retirement Plan
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SIR
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Self-Insured Retention
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Stat Surveys
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Statistical Surveys, Inc.
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SunnyBrook
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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
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United States of America
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XBRL
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eXtensible Business Reporting Language
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YTD
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Year to Date
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Year Ended
(1)
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||||||||||||||||||||||||||||
(In thousands)
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August 27, 2016
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August 29, 2015
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August 30, 2014
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August 31, 2013
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August 25, 2012
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||||||||||||||||||||
Motorhomes
(2)
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$
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875,004
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89.7
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%
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$
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872,915
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89.4
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%
|
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$
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853,488
|
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90.3
|
%
|
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$
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718,580
|
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89.5
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%
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$
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496,193
|
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85.3
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%
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Towables
(3)
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89,412
|
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9.2
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%
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71,684
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7.3
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%
|
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58,123
|
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6.1
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%
|
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54,683
|
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6.8
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%
|
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56,784
|
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9.8
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%
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|||||
Other manufactured products
|
10,810
|
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1.1
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%
|
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31,906
|
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3.3
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%
|
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33,552
|
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3.6
|
%
|
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29,902
|
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3.7
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%
|
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28,702
|
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4.9
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%
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|||||
Total net revenues
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$
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975,226
|
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100.0
|
%
|
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$
|
976,505
|
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100.0
|
%
|
|
$
|
945,163
|
|
100.0
|
%
|
|
$
|
803,165
|
|
100.0
|
%
|
|
$
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581,679
|
|
100.0
|
%
|
(1)
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The fiscal year ended August 31, 2013 contained 53 weeks; all other fiscal years contained 52 weeks.
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(2)
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Includes motorhome units, parts and services
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(3)
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Includes towable units and parts.
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Type
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Description
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Winnebago products offerings
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Class A
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Conventional motorhomes 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 motorhome manufacturer.
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Gas: Adventurer, Sightseer, Suncruiser, Sunova, Sunstar, Sunstar LX, Vista, Vista LX
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Diesel: Forza, Grand Tour, Journey, Tour, Via
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Class B
(gas and diesel)
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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.
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Winnebago Touring Coach (Era, Paseo, Travato)
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Class C
(gas and diesel)
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Motorhomes built on van-type chassis onto which the motorhome manufacturer constructs a living area with access to the driver's compartment.
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Aspect, Cambria, Fuse, Minnie Winnie, Navion, Spirit, Trend, View
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Year Ended
(1)(2)
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|||||||||||||||||||||||
Units
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August 27, 2016
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August 29, 2015
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August 30, 2014
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August 31, 2013
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August 25, 2012
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|||||||||||||||
Class A
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2,925
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31.4
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%
|
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3,442
|
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37.8
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%
|
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4,466
|
|
51.0
|
%
|
|
3,761
|
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55.1
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%
|
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2,579
|
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55.6
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%
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Class B
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1,239
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13.3
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%
|
|
991
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10.9
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%
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|
751
|
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8.6
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%
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|
372
|
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5.5
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%
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|
319
|
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6.9
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%
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Class C
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5,143
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55.3
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%
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4,664
|
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51.3
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%
|
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3,538
|
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40.4
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%
|
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2,688
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39.4
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%
|
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1,744
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37.6
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%
|
Total motorhomes
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9,307
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100.0
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%
|
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9,097
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100.0
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%
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8,755
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100.0
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%
|
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6,821
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100.0
|
%
|
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4,642
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100.0
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%
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(1)
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The fiscal year ended August 31, 2013 contained 53 weeks; all other fiscal years contained 52 weeks.
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(2)
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Percentages may not add due to rounding differences.
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Type
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Description
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Winnebago product offerings
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Travel trailer
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Conventional travel trailers are towed by means of a hitch attached to the frame of the vehicle.
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Winnie Drop, Micro Minnie, Minnie, Ultralite, Instinct, Spyder (Toy Hauler)
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Fifth wheel
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Fifth wheel trailers are constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch.
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Destination, Latitude, Voyage, Voyage XLT, Scorpion (Toy Hauler)
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Year Ended
(1)(2)
|
|
|
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|||||||||||||||||
Units
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August 27, 2016
|
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August 29, 2015
|
|
August 30, 2014
|
|
August 31, 2013
|
|
August 25, 2012
|
|||||||||||||||
Travel trailer
|
3,613
|
|
86.0
|
%
|
|
2,182
|
|
81.7
|
%
|
|
2,052
|
|
81.8
|
%
|
|
2,038
|
|
80.4
|
%
|
|
1,372
|
|
58.7
|
%
|
Fifth wheel
|
586
|
|
14.0
|
%
|
|
488
|
|
18.3
|
%
|
|
457
|
|
18.2
|
%
|
|
497
|
|
19.6
|
%
|
|
966
|
|
41.3
|
%
|
Total towables
|
4,199
|
|
100.0
|
%
|
|
2,670
|
|
100.0
|
%
|
|
2,509
|
|
100.0
|
%
|
|
2,535
|
|
100.0
|
%
|
|
2,338
|
|
100.0
|
%
|
(1)
|
The fiscal year ended August 31, 2013 contained 53 weeks; all other fiscal years contained 52 weeks.
|
(2)
|
Percentages may not add due to rounding differences.
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Name
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Office (Year First Elected an Officer)
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Age
|
Michael J. Happe
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President and Chief Executive Officer (2016)
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45
|
Ashis N. Bhattacharya
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Vice President, Strategic Planning and Development (2016)
|
53
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S. Scott Degnan
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Vice President and General Manager, Towables Business (2012)
|
51
|
Steven R. Dummett
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Vice President, Product Development (2015 - September 2016)
|
61
|
Scott C. Folkers
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Vice President, General Counsel & Secretary (2012)
|
54
|
Brian D. Hazelton
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Vice President and General Manager, Motorhome Business (August 2016)
|
51
|
Daryl W. Krieger
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Vice President, Manufacturing (2010 - September 2016)
|
53
|
Sarah N. Nielsen
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Vice President, Chief Financial Officer (2005)
|
43
|
Christopher D. West
|
Vice President, Operations (September 2016)
|
44
|
Bret A. Woodson
|
Vice President, Administration (2015)
|
46
|
Donald L. Heidemann
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Treasurer and Director of Finance (2007)
|
44
|
•
|
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
|
•
|
the adverse impact on margins due to increases in raw material costs which we are unable to pass on to customers without negatively affecting sales.
|
•
|
diversion of management’s attention;
|
•
|
disruption to our existing operations and plans;
|
•
|
inability to effectively manage our expanded operations;
|
•
|
difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies;
|
•
|
inability to successfully integrate or develop a distribution channel for acquired product lines;
|
•
|
potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers;
|
•
|
adverse impact on overall profitability if our expanded operations do not achieve the financial results projected in our valuation model;
|
•
|
inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and
|
•
|
incorrect estimates made in the accounting for acquisitions, incurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results.
|
Fiscal 2016
|
High
|
Low
|
Close
|
|
Fiscal 2015
|
High
|
Low
|
Close
|
||||||||||||
First Quarter
|
$
|
22.59
|
|
$
|
17.80
|
|
$
|
22.23
|
|
|
First Quarter
|
$
|
25.79
|
|
$
|
20.25
|
|
$
|
25.18
|
|
Second Quarter
|
23.30
|
|
15.41
|
|
18.80
|
|
|
Second Quarter
|
26.44
|
|
18.82
|
|
23.21
|
|
||||||
Third Quarter
|
23.09
|
|
18.68
|
|
18.73
|
|
|
Third Quarter
|
24.26
|
|
20.00
|
|
21.73
|
|
||||||
Fourth Quarter
|
24.39
|
|
20.32
|
|
23.91
|
|
|
Fourth Quarter
|
24.73
|
|
18.98
|
|
20.42
|
|
Date Paid
|
|
Amount
|
||
November 25, 2015
|
|
$
|
0.10
|
|
January 27, 2016
|
|
0.10
|
|
|
April 27, 2016
|
|
0.10
|
|
|
July 27, 2016
|
|
0.10
|
|
|
Total
|
|
$
|
0.40
|
|
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
|
|||||||||
05/29/16 - 07/02/16
|
364
|
|
$
|
21.52
|
|
364
|
|
|
|
$
|
3,997,000
|
|
|
07/03/16 - 07/30/16
|
—
|
|
$
|
—
|
|
—
|
|
|
|
$
|
3,997,000
|
|
|
07/31/16 - 08/27/16
|
—
|
|
$
|
—
|
|
—
|
|
|
|
$
|
3,997,000
|
|
|
Total
|
364
|
|
$
|
21.52
|
|
364
|
|
|
|
$
|
3,997,000
|
|
|
|
(a)
|
(b)
|
|
(c)
|
||||||
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 - 2004 Plan
(1)
|
43,127
|
|
(1)
|
—
|
|
(3)
|
—
|
|
|
|
Equity compensation plans
approved by shareholders - 2014 Plan
|
250,754
|
|
(2)
|
$
|
16.67
|
|
(3)
|
2,599,258
|
|
(4)
|
Equity compensation plans not
approved by shareholders
(5)
|
86,506
|
|
(6)
|
—
|
|
(3)
|
—
|
|
(7)
|
|
Total
|
380,387
|
|
|
$
|
16.67
|
|
|
2,599,258
|
|
|
(1)
|
This number represents unvested share awards granted under the 2004 Plan. No new grants may be made under the 2004 Plan.
|
(3)
|
This number represents the weighted average exercise price of outstanding stock options only. Restricted share awards do not have an exercise price so weighted average is not applicable.
|
(4)
|
This number represents stock options available for grant under the 2014 Plan as of
August 27, 2016
.
|
(5)
|
Our sole equity compensation plan not previously submitted to our shareholders for approval is the Directors' Deferred Compensation Plan, as amended ("Directors' Plan"). The Board of Directors may terminate the Directors' Plan at any time. If not terminated earlier, the Directors' Plan will automatically terminate on June 30, 2023. For a description of the key provisions of the Directors' Plan, see the information in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held
December 13, 2016
under the caption "Director Compensation," which information is incorporated by reference herein.
|
6)
|
Represents shares of common stock issued to a trust which underlie stock units, payable on a one-for-one basis, credited to stock unit accounts as of
August 27, 2016
under the Directors' Plan.
|
(7)
|
The table does not reflect a specific number of stock units which may be distributed pursuant to the Directors' Plan. The Directors' Plan does not limit the number of stock units issuable thereunder. The number of stock units to be distributed pursuant to the Directors' 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
|
8/27/11
|
8/25/12
|
|
8/31/13
|
|
8/30/14
|
|
8/29/15
|
|
8/27/16
|
||||||
Winnebago Industries, Inc.
|
100.00
|
|
158.96
|
|
|
321.54
|
|
|
357.05
|
|
|
299.84
|
|
|
357.95
|
|
S&P 500 Index
|
100.00
|
|
122.47
|
|
|
144.97
|
|
|
181.57
|
|
|
183.96
|
|
|
205.06
|
|
Peer Group
|
100.00
|
|
151.94
|
|
|
234.38
|
|
|
294.85
|
|
|
294.23
|
|
|
267.91
|
|
|
Fiscal Years Ended
|
||||||||||||||||||
(In thousands, except EPS)
|
8/27/16
|
|
8/29/15
|
|
8/30/14
|
|
8/31/13
(1)
|
|
8/25/12
(2)
|
||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
975,226
|
|
|
$
|
976,505
|
|
|
$
|
945,163
|
|
|
$
|
803,165
|
|
|
$
|
581,679
|
|
Net income
|
45,496
|
|
|
41,210
|
|
|
45,053
|
|
|
31,953
|
|
|
44,972
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income - basic
|
1.69
|
|
|
1.53
|
|
|
1.64
|
|
|
1.14
|
|
|
1.54
|
|
|||||
Net income - diluted
|
1.68
|
|
|
1.52
|
|
|
1.64
|
|
|
1.13
|
|
|
1.54
|
|
|||||
Dividends declared and paid per common share
|
0.40
|
|
|
0.36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
390,718
|
|
|
362,174
|
|
|
358,302
|
|
|
309,145
|
|
|
286,072
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
|
Rolling 12 Months Through August
|
|
Calendar Year
|
||||||||
US and Canada
|
|
2016
|
2015
|
|
2015
|
2014
|
2013
|
|||||
Motorized A, B, C
|
|
18.6
|
%
|
20.8
|
%
|
|
20.4
|
%
|
20.7
|
%
|
18.6
|
%
|
|
|
|
|
|
|
|
|
|||||
Travel trailer and fifth wheels
|
|
1.1
|
%
|
0.9
|
%
|
|
0.9
|
%
|
0.8
|
%
|
1.0
|
%
|
(In thousands)
|
Revenues
|
|
Gross Profit
|
|
Gross Margin
|
|
Operating
Income
|
|
Operating
Margin
|
|||||||||||||||||||||
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
|||||||||||||||||
Q1
|
$
|
214,223
|
|
224,403
|
|
|
$
|
25,249
|
|
$
|
24,386
|
|
|
11.8
|
%
|
10.9
|
%
|
|
$
|
12,759
|
|
$
|
14,442
|
|
|
6.0
|
%
|
6.4
|
%
|
|
Q2
|
225,672
|
|
234,543
|
|
|
25,276
|
|
24,258
|
|
|
11.2
|
%
|
10.3
|
%
|
|
13,503
|
|
11,948
|
|
|
6.0
|
%
|
5.1
|
%
|
||||||
Q3
|
272,077
|
|
266,510
|
|
|
30,257
|
|
28,183
|
|
|
11.1
|
%
|
10.6
|
%
|
|
20,593
|
|
16,118
|
|
|
7.6
|
%
|
6.0
|
%
|
||||||
Q4
|
263,254
|
|
251,049
|
|
|
31,867
|
|
28,053
|
|
|
12.1
|
%
|
11.2
|
%
|
|
18,886
|
|
16,911
|
|
|
7.2
|
%
|
6.7
|
%
|
||||||
Total
|
$
|
975,226
|
|
$
|
976,505
|
|
|
$
|
112,649
|
|
$
|
104,880
|
|
|
11.6
|
%
|
10.7
|
%
|
|
$
|
65,741
|
|
$
|
59,419
|
|
|
6.7
|
%
|
6.1
|
%
|
•
|
Our motorized wholesale deliveries increased by approximately 2.3% in Fiscal 2016 as compared to Fiscal 2015. Strong demand for our Class B and Class C products was partially offset by weaker demand in Class A products. We anticipate continued strong demand in the Class B and C categories.
|
•
|
Our Towables operation generated operating income of $4.6 million in Fiscal 2016 compared to operating income of $2.6 million in Fiscal 2015. Towable net revenue experienced growth of approximately 25%, this was a significant driver in the 77% increase in operating income. Net revenue growth was enhanced in part by the increase in our dealer network. The growth in
|
•
|
Total revenue declined modestly in 2016 due mainly to other manufactured products revenues which decreased by $21.1 million. This was primarily due to our exit of the aluminum extrusion and bus businesses. Both of these operations provided very low margins. Although total revenues did decline, gross profit and operating income increased in part due to the exit of these low margin operations as well as operating improvement in motorized and towable operations.
|
•
|
The continued strong financial performance of our business has allowed us to make substantial investments in Fiscal 2016 including the implementation of an ERP system and purchase of our Junction City, Oregon plant.
|
•
|
Wholesale unit shipments: RV product delivered to the dealers, which is reported monthly by RVIA
|
•
|
Retail unit registrations: consumer purchases of RVs from dealers, which is reported by Stat Surveys
|
|
|
US and Canada Industry
|
||||||||||||||||
|
|
Wholesale Unit Shipments per RVIA
|
|
Retail Unit Registrations per Stat Surveys
|
||||||||||||||
|
|
Rolling 12 Months through August
|
|
Rolling 12 Months through August
|
||||||||||||||
(In units)
|
|
2016
|
2015
|
Increase
|
Change
|
|
2016
|
2015
|
Increase
|
Change
|
||||||||
Towable
(1)
|
|
342,154
|
|
309,039
|
|
33,115
|
|
10.7
|
%
|
|
336,604
|
|
306,987
|
|
29,617
|
|
9.6
|
%
|
Motorized
(2)
|
|
52,648
|
|
45,248
|
|
7,400
|
|
16.4
|
%
|
|
47,953
|
|
43,370
|
|
4,583
|
|
10.6
|
%
|
Combined
|
|
394,802
|
|
354,287
|
|
40,515
|
|
11.4
|
%
|
|
384,557
|
|
350,357
|
|
34,200
|
|
9.8
|
%
|
(1)
|
Towable: Fifth wheel and travel trailer products
|
(2)
|
Motorized: Class A, B and C products
|
|
|
Calendar Year
|
|||||||
Wholesale Unit Shipment Forecast per RVIA
(1)
|
|
2017
|
|
2016
|
|
Unit Change
|
% Change
|
||
Towable
|
|
344,300
|
|
340,600
|
|
3,700
|
|
1.1
|
%
|
Motorized
|
|
53,900
|
|
52,200
|
|
1,700
|
|
3.3
|
%
|
Combined
|
|
398,200
|
|
392,800
|
|
5,400
|
|
1.4
|
%
|
(1)
|
Prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the Roadsigns RV Fall 2016 Industry Forecast Issue.
|
|
|
As Of
|
||||||||||
Backlog
(1)
|
|
August 27,
2016 |
August 29,
2015 |
(Decrease)
Increase |
%
Change
|
|||||||
Motorhomes (in units)
|
|
1,139
|
|
1,754
|
|
(615
|
)
|
(35.1
|
)%
|
|||
Motorhomes (approximate revenue in thousands)
|
|
$
|
107,621
|
|
$
|
156,353
|
|
$
|
(48,732
|
)
|
(31.2
|
)%
|
Towables (in units)
|
|
492
|
|
248
|
|
244
|
|
98.4
|
%
|
|||
Towables (approximate revenue in thousands)
|
|
$
|
8,420
|
|
$
|
6,171
|
|
$
|
2,249
|
|
36.4
|
%
|
(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.
|
|
|
As Of
|
|||||||
|
|
August 27,
2016 |
August 29,
2015 |
Increase
|
%
Change
|
||||
Motorhomes
|
|
4,345
|
|
4,072
|
|
273
|
|
6.7
|
%
|
Towables
|
|
2,156
|
|
1,663
|
|
493
|
|
29.6
|
%
|
|
|
Fiscal
|
|
Fiscal 2016
|
|
Cumulative
|
||||||||||||||||||
(In thousands)
|
|
2015
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
|
Investment
|
||||||||||||||
Capitalized
|
|
$
|
3,291
|
|
|
$
|
1,412
|
|
$
|
1,798
|
|
$
|
1,898
|
|
$
|
2,690
|
|
$
|
7,798
|
|
|
$
|
11,089
|
|
Expensed
|
|
2,528
|
|
|
1,363
|
|
1,432
|
|
1,742
|
|
1,393
|
|
5,930
|
|
|
8,458
|
|
|||||||
Total
|
|
$
|
5,819
|
|
|
$
|
2,775
|
|
$
|
3,230
|
|
$
|
3,640
|
|
$
|
4,083
|
|
$
|
13,728
|
|
|
$
|
19,547
|
|
(1)
|
During Fiscal 2016, we placed in service
$6.3
million of our cumulative investment. These capitalized investments are amortized over a 10‑year life.
|
|
Year Ended
|
||||||||||||||
(In thousands, except percent and
per share data)
|
August 27,
2016 |
% of
Revenues
(1)
|
August 29,
2015 |
% of
Revenues
(1)
|
(Decrease)
Increase
|
%
Change
|
|||||||||
Net revenues
|
$
|
975,226
|
|
100.0
|
%
|
$
|
976,505
|
|
100.0
|
%
|
$
|
(1,279
|
)
|
(0.1
|
)%
|
Cost of goods sold
|
862,577
|
|
88.4
|
%
|
871,625
|
|
89.3
|
%
|
(9,048
|
)
|
(1.0
|
)%
|
|||
Gross profit
|
112,649
|
|
11.6
|
%
|
104,880
|
|
10.7
|
%
|
7,769
|
|
7.4
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
19,823
|
|
2.0
|
%
|
19,161
|
|
2.0
|
%
|
662
|
|
3.5
|
%
|
|||
General and administrative
|
27,085
|
|
2.8
|
%
|
25,838
|
|
2.6
|
%
|
1,247
|
|
4.8
|
%
|
|||
Impairment on fixed assets
|
—
|
|
—
|
%
|
462
|
|
—
|
%
|
(462
|
)
|
NMF
|
|
|||
Operating expenses
|
46,908
|
|
4.8
|
%
|
45,461
|
|
4.7
|
%
|
1,447
|
|
3.2
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income
|
65,741
|
|
6.7
|
%
|
59,419
|
|
6.1
|
%
|
6,322
|
|
10.6
|
%
|
|||
Non-operating income
|
457
|
|
—
|
%
|
115
|
|
—
|
%
|
342
|
|
297.4
|
%
|
|||
Income before income taxes
|
66,198
|
|
6.8
|
%
|
59,534
|
|
6.1
|
%
|
6,664
|
|
11.2
|
%
|
|||
Provision for taxes
|
20,702
|
|
2.1
|
%
|
18,324
|
|
1.9
|
%
|
2,378
|
|
13.0
|
%
|
|||
Net income
|
$
|
45,496
|
|
4.7
|
%
|
$
|
41,210
|
|
4.2
|
%
|
$
|
4,286
|
|
10.4
|
%
|
Diluted income per share
|
$
|
1.68
|
|
|
$
|
1.52
|
|
|
$
|
0.16
|
|
10.5
|
%
|
||
Diluted average shares outstanding
|
27,033
|
|
|
27,051
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||||||||
|
August 27,
2016 |
Product
Mix %
(1)
|
|
August 29,
2015 |
Product
Mix %
(1)
|
|
(Decrease)
Increase
|
%
Change
|
|||||||||
Class A
|
2,925
|
|
31.4
|
%
|
|
3,442
|
|
37.8
|
%
|
|
(517
|
)
|
(15.0
|
)%
|
|||
Class B
|
1,239
|
|
13.3
|
%
|
|
991
|
|
10.9
|
%
|
|
248
|
|
25.0
|
%
|
|||
Class C
|
5,143
|
|
55.3
|
%
|
|
4,664
|
|
51.3
|
%
|
|
479
|
|
10.3
|
%
|
|||
Total motorhome deliveries
|
9,307
|
|
100.0
|
%
|
|
9,097
|
|
100.0
|
%
|
|
210
|
|
2.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Motorhome ASP
|
$
|
93,116
|
|
|
|
$
|
94,841
|
|
|
|
$
|
(1,725
|
)
|
(1.8
|
)%
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||||
Motorhomes
(1)
|
$
|
875,004
|
|
89.7
|
%
|
|
$
|
872,915
|
|
89.4
|
%
|
|
$
|
2,089
|
|
0.2
|
%
|
Towables
(2)
|
89,412
|
|
9.2
|
%
|
|
71,684
|
|
7.3
|
%
|
|
17,728
|
|
24.7
|
%
|
|||
Other manufactured products
|
10,810
|
|
1.1
|
%
|
|
31,906
|
|
3.3
|
%
|
|
(21,096
|
)
|
(66.1
|
)%
|
|||
Total net revenues
|
$
|
975,226
|
|
100.0
|
%
|
|
$
|
976,505
|
|
100.0
|
%
|
|
$
|
(1,279
|
)
|
(0.1
|
)%
|
(1)
|
Includes motorhome units, parts, and services
|
(2)
|
Includes towable units and parts
|
•
|
Unit growth was 25.0% for Class B and and 10.3% for Class C products which was partially offset by a decline in demand for higher priced Class A products.
|
•
|
Total motorhome ASP decreased
1.8%
in
Fiscal 2016
compared to Fiscal 2015 because Fiscal 2016 saw more deliveries of lower priced Class B and C unit sales. ASPs did increase in every motorhome product category during Fiscal 2016, however, this did not offset the decline due to the lower mix of Class A products in Fiscal 2016.
|
•
|
Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, decreased to
83.2%
from
84.0%
primarily due to improved material sourcing, product shift to a more favorable mix, and cessation of bus and virtually all aluminum extrusion operations which were less profitable than the remainder of our RV products.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs were comparable at
5.2%
of net revenues compared to
5.2%
in the prior year.
|
•
|
All factors considered, gross profit increased from
10.7%
to
11.6%
of net revenues.
|
|
Year Ended
|
||||||||||||||
(In thousands, except percent and per share data)
|
August 29,
2015 |
% of
Revenues
(1)
|
August 30,
2014 |
% of
Revenues
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
976,505
|
|
100.0
|
%
|
$
|
945,163
|
|
100.0
|
%
|
$
|
31,342
|
|
3.3
|
%
|
Cost of goods sold
|
871,625
|
|
89.3
|
%
|
841,166
|
|
89.0
|
%
|
30,459
|
|
3.6
|
%
|
|||
Gross profit
|
104,880
|
|
10.7
|
%
|
103,997
|
|
11.0
|
%
|
883
|
|
0.8
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
19,161
|
|
2.0
|
%
|
18,293
|
|
1.9
|
%
|
868
|
|
4.7
|
%
|
|||
General and administrative
|
25,838
|
|
2.6
|
%
|
22,424
|
|
2.4
|
%
|
3,414
|
|
15.2
|
%
|
|||
(Gain) loss on real estate
|
462
|
|
—
|
%
|
(629
|
)
|
(0.1
|
)%
|
1,091
|
|
NMF
|
|
|||
Operating expenses
|
45,461
|
|
4.7
|
%
|
40,088
|
|
4.2
|
%
|
5,373
|
|
13.4
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income
|
59,419
|
|
6.1
|
%
|
63,909
|
|
6.8
|
%
|
(4,490
|
)
|
(7.0
|
)%
|
|||
Non-operating income
|
115
|
|
—
|
%
|
768
|
|
0.1
|
%
|
(653
|
)
|
(85.0
|
)%
|
|||
Income before income taxes
|
59,534
|
|
6.1
|
%
|
64,677
|
|
6.8
|
%
|
(5,143
|
)
|
(8.0
|
)%
|
|||
Provision for taxes
|
18,324
|
|
1.9
|
%
|
19,624
|
|
2.1
|
%
|
(1,300
|
)
|
(6.6
|
)%
|
|||
Net income
|
$
|
41,210
|
|
4.2
|
%
|
$
|
45,053
|
|
4.8
|
%
|
$
|
(3,843
|
)
|
(8.5
|
)%
|
Diluted income per share
|
$
|
1.52
|
|
|
$
|
1.64
|
|
|
$
|
(0.12
|
)
|
(7.3
|
)%
|
||
Diluted average shares outstanding
|
27,051
|
|
|
27,545
|
|
|
|
|
(1)
|
Percentages may not add due to rounding differences.
|
|
Year Ended
|
||||||||||||||||
|
August 29,
2015 |
Product
Mix %
(2)
|
|
August 30,
2014
(1)
|
Product
Mix % (2) |
|
(Decrease)
Increase
|
%
Change
|
|||||||||
Class A
|
3,442
|
|
37.8
|
%
|
|
4,466
|
|
51.0
|
%
|
|
(1,024
|
)
|
(22.9
|
)%
|
|||
Class B
|
991
|
|
10.9
|
%
|
|
751
|
|
8.6
|
%
|
|
240
|
|
32.0
|
%
|
|||
Class C
|
4,664
|
|
51.3
|
%
|
|
3,538
|
|
40.4
|
%
|
|
1,126
|
|
31.8
|
%
|
|||
Total motorhome deliveries
|
9,097
|
|
100.0
|
%
|
|
8,755
|
|
100.0
|
%
|
|
342
|
|
3.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Motorhome ASP
|
$
|
94,841
|
|
|
|
$
|
96,437
|
|
|
|
$
|
(1,596
|
)
|
(1.7
|
)%
|
|
Year Ended
|
||||||||||||||||
|
August 29,
2015 |
Product
Mix %
(1)
|
|
August 30,
2014 |
Product
Mix % (1) |
|
Increase
|
%
Change
|
|||||||||
Travel trailer
|
2,182
|
|
81.7
|
%
|
|
2,052
|
|
81.8
|
%
|
|
130
|
|
6.3
|
%
|
|||
Fifth wheel
|
488
|
|
18.3
|
%
|
|
457
|
|
18.2
|
%
|
|
31
|
|
6.8
|
%
|
|||
Total towable unit deliveries
|
2,670
|
|
100.0
|
%
|
|
2,509
|
|
100.0
|
%
|
|
161
|
|
6.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Towable ASP
|
$
|
27,012
|
|
|
|
$
|
23,312
|
|
|
|
$
|
3,700
|
|
15.9
|
%
|
(1)
|
Percentages and dollars may not add due to rounding differences.
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 29, 2015
|
|
August 30, 2014
|
|
Increase
(Decrease)
|
%
Change
|
|||||||||||
Motorhomes
(1)
|
$
|
872,915
|
|
89.4
|
%
|
|
$
|
853,488
|
|
90.3
|
%
|
|
$
|
19,427
|
|
2.3
|
%
|
Towables
(2)
|
71,684
|
|
7.3
|
%
|
|
58,123
|
|
6.1
|
%
|
|
13,561
|
|
23.3
|
%
|
|||
Other manufactured products
|
31,906
|
|
3.3
|
%
|
|
33,552
|
|
3.6
|
%
|
|
(1,646
|
)
|
(4.9
|
)%
|
|||
Total net revenues
|
$
|
976,505
|
|
100.0
|
%
|
|
$
|
945,163
|
|
100.0
|
%
|
|
$
|
31,342
|
|
3.3
|
%
|
(1)
|
Includes motorhome units, parts and service
|
(2)
|
Includes towable units and parts
|
•
|
The increase in incremental revenues was due to the change in our sales agreement with Apollo, a US RV rental company. During Fiscal 2015 we delivered 535 rental units to Apollo. During Fiscal 2014 we delivered 520 rental units to Apollo, of which only 177 were reported as motorhome sales; the remaining 343 were recorded as operating leases due to a repurchase obligation in Fiscal 2014.
|
•
|
Total motorhome ASP decreased 1.7% in Fiscal 2015 compared to Fiscal 2014 due to a mix shift from higher priced Class A products in Fiscal 2014 to lower priced Class B and C unit sales in Fiscal 2015. ASPs increased in every product category during Fiscal 2015.
|
•
|
Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, increased to 84.0% from 83.7% primarily due to increased warranty expense and related warranty recall reserve and higher workers compensation expense.
|
•
|
Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to 5.2% of net revenues compared to 5.3%.
|
•
|
All factors considered, gross profit decreased from 11.0% to 10.7% of net revenues.
|
•
|
Generated net income of
$45.5 million
|
•
|
Capital expenditures of
$24.6 million
|
•
|
Dividend payments of
$10.9 million
|
•
|
Stock repurchases of
$3.1 million
|
|
Payments Due By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal
2017
|
Fiscal
2018-2019
|
Fiscal
2020-2021
|
More than
5 Years
|
||||||||||
Postretirement health care obligations
(1)
|
$
|
6,346
|
|
$
|
416
|
|
$
|
664
|
|
$
|
944
|
|
$
|
4,322
|
|
Deferred compensation obligations
(1)
|
18,392
|
|
2,740
|
|
5,322
|
|
4,752
|
|
5,578
|
|
|||||
Executive share option obligations
(1)
|
3,341
|
|
763
|
|
2,032
|
|
546
|
|
—
|
|
|||||
Supplemental executive retirement plan benefit obligations
(1)
|
2,681
|
|
347
|
|
603
|
|
566
|
|
1,165
|
|
|||||
Operating leases
(2)
|
275
|
|
128
|
|
137
|
|
10
|
|
—
|
|
|||||
Contracted services
|
157
|
|
82
|
|
50
|
|
25
|
|
—
|
|
|||||
Unrecognized tax benefits
(3)
|
2,461
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
33,653
|
|
$
|
4,476
|
|
$
|
8,808
|
|
$
|
6,843
|
|
$
|
11,065
|
|
|
Expiration By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal
2017
|
Fiscal
2018-2019
|
Fiscal
2020-2021
|
More than
5 Years
|
||||||||||
Contingent repurchase obligations
(2)
|
$
|
409,258
|
|
$
|
197,222
|
|
$
|
212,036
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
See
Note 8
.
|
(2)
|
See
Note 9
.
|
(3)
|
We are not able to reasonably estimate in which future periods these amounts will ultimately be settled.
|
•
|
an order for a product has been received from a dealer
|
•
|
written or verbal approval for payment has been received from the dealer's floorplan financing institution (if applicable)
|
•
|
an independent transportation company has accepted responsibility for the product as agent for the dealer; and
|
•
|
the product is removed from the Company's property for delivery to the dealer.
|
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/ Michael J. Happe
|
|
/s/ Sarah N. Nielsen
|
Michael J. Happe
|
|
Sarah N. Nielsen
|
President, Chief Executive Officer
|
|
Vice President, Chief Financial Officer
|
|
|
|
October 18, 2016
|
|
October 18, 2016
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Net revenues
|
$
|
975,226
|
|
|
$
|
976,505
|
|
|
$
|
945,163
|
|
Cost of goods sold
|
862,577
|
|
|
871,625
|
|
|
841,166
|
|
|||
Gross profit
|
112,649
|
|
|
104,880
|
|
|
103,997
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Selling
|
19,823
|
|
|
19,161
|
|
|
18,293
|
|
|||
General and administrative
|
27,085
|
|
|
25,838
|
|
|
22,424
|
|
|||
Impairment (gain on sale) of fixed assets
|
—
|
|
|
462
|
|
|
(629
|
)
|
|||
Total operating expenses
|
46,908
|
|
|
45,461
|
|
|
40,088
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
65,741
|
|
|
59,419
|
|
|
63,909
|
|
|||
|
|
|
|
|
|
||||||
Non-operating income
|
457
|
|
|
115
|
|
|
768
|
|
|||
Income before income taxes
|
66,198
|
|
|
59,534
|
|
|
64,677
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
20,702
|
|
|
18,324
|
|
|
19,624
|
|
|||
Net income
|
$
|
45,496
|
|
|
$
|
41,210
|
|
|
$
|
45,053
|
|
|
|
|
|
|
|
||||||
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.69
|
|
|
$
|
1.53
|
|
|
$
|
1.64
|
|
Diluted
|
$
|
1.68
|
|
|
$
|
1.52
|
|
|
$
|
1.64
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
26,925
|
|
|
26,941
|
|
|
27,430
|
|
|||
Diluted
|
27,033
|
|
|
27,051
|
|
|
27,545
|
|
|||
|
|
|
|
|
|
||||||
Dividends paid per common share
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
45,496
|
|
|
$
|
41,210
|
|
|
$
|
45,053
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of prior service credit
(net of tax of $2,947, $2,110, and $2,068) |
(4,788
|
)
|
|
(3,428
|
)
|
|
(3,582
|
)
|
|||
Amortization of net actuarial loss
(net of tax of $621, $565, and $337) |
1,010
|
|
|
918
|
|
|
749
|
|
|||
Increase in actuarial loss
(net of tax of $415, $250, and $1,348) |
(674
|
)
|
|
(407
|
)
|
|
(2,191
|
)
|
|||
Plan amendment
(net of tax of $10,895, $1,509, and $1,364) |
17,701
|
|
|
2,451
|
|
|
2,216
|
|
|||
Unrealized appreciation of investments
(net of tax of $0, $0, and $91) |
—
|
|
|
—
|
|
|
151
|
|
|||
Total other comprehensive income (loss)
|
13,249
|
|
|
(466
|
)
|
|
(2,657
|
)
|
|||
Comprehensive income
|
$
|
58,745
|
|
|
$
|
40,744
|
|
|
$
|
42,396
|
|
(In thousands, except per share data)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
85,583
|
|
|
$
|
70,239
|
|
Receivables, less allowance for doubtful accounts ($278 and $120, respectively)
|
66,184
|
|
|
66,936
|
|
||
Inventories
|
122,522
|
|
|
112,165
|
|
||
Prepaid expenses and other assets
|
6,300
|
|
|
6,882
|
|
||
Deferred income taxes
|
—
|
|
|
9,995
|
|
||
Total current assets
|
280,589
|
|
|
266,217
|
|
||
Property, plant and equipment, net
|
55,931
|
|
|
37,250
|
|
||
Investment in life insurance
|
26,492
|
|
|
26,172
|
|
||
Deferred income taxes
|
18,753
|
|
|
21,994
|
|
||
Goodwill
|
1,228
|
|
|
1,228
|
|
||
Other assets
|
7,725
|
|
|
9,313
|
|
||
Total assets
|
$
|
390,718
|
|
|
$
|
362,174
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
44,134
|
|
|
$
|
33,158
|
|
Income taxes payable
|
19
|
|
|
2,314
|
|
||
Accrued expenses:
|
|
|
|
||||
Accrued compensation
|
19,699
|
|
|
18,346
|
|
||
Product warranties
|
12,412
|
|
|
11,254
|
|
||
Self-insurance
|
5,812
|
|
|
6,242
|
|
||
Accrued loss on repurchases
|
881
|
|
|
1,329
|
|
||
Promotional
|
4,756
|
|
|
3,149
|
|
||
Other
|
5,236
|
|
|
5,818
|
|
||
Total current liabilities
|
92,949
|
|
|
81,610
|
|
||
Total long-term liabilities:
|
|
|
|
||||
Unrecognized tax benefits
|
2,461
|
|
|
2,511
|
|
||
Postretirement health care and deferred compensations benefits
|
26,949
|
|
|
57,090
|
|
||
Total long-term liabilities
|
29,410
|
|
|
59,601
|
|
||
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
|
32,717
|
|
|
32,018
|
|
||
Retained earnings
|
620,546
|
|
|
585,941
|
|
||
Accumulated other comprehensive income (loss)
|
10,975
|
|
|
(2,274
|
)
|
||
Treasury stock, at cost (24,875 and 24,825 shares, respectively)
|
(421,767
|
)
|
|
(420,610
|
)
|
||
Total stockholders' equity
|
268,359
|
|
|
220,963
|
|
||
Total liabilities and stockholders' equity
|
$
|
390,718
|
|
|
$
|
362,174
|
|
|
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 31, 2013
|
51,776
|
|
$
|
25,888
|
|
$
|
29,334
|
|
$
|
509,443
|
|
$
|
849
|
|
(23,917
|
)
|
$
|
(394,785
|
)
|
$
|
170,729
|
|
Stock option exercises
|
—
|
|
—
|
|
771
|
|
—
|
|
—
|
|
78
|
|
1,286
|
|
2,057
|
|
||||||
Creation/(utilization) of APIC pool due to stock award
|
—
|
|
—
|
|
441
|
|
—
|
|
—
|
|
—
|
|
—
|
|
441
|
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
(779
|
)
|
—
|
|
—
|
|
137
|
|
2,279
|
|
1,500
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
1,905
|
|
—
|
|
—
|
|
3
|
|
60
|
|
1,965
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,028
|
)
|
(26,340
|
)
|
(26,340
|
)
|
||||||
Prior service cost and actuarial loss, net of $3,079 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,024
|
)
|
—
|
|
—
|
|
(5,024
|
)
|
||||||
Plan amendment, net of $1,364 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
2,216
|
|
—
|
|
—
|
|
2,216
|
|
||||||
Unrealized appreciation of investments, net of $91 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
151
|
|
—
|
|
—
|
|
151
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
45,053
|
|
—
|
|
—
|
|
—
|
|
45,053
|
|
||||||
Balance, August 30, 2014
|
51,776
|
|
$
|
25,888
|
|
$
|
31,672
|
|
$
|
554,496
|
|
$
|
(1,808
|
)
|
(24,727
|
)
|
$
|
(417,500
|
)
|
$
|
192,748
|
|
Creation/(utilization) of APIC pool due to stock award
|
—
|
|
—
|
|
124
|
|
—
|
|
—
|
|
—
|
|
—
|
|
124
|
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
(1,950
|
)
|
—
|
|
—
|
|
199
|
|
3,360
|
|
1,410
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
2,172
|
|
—
|
|
—
|
|
3
|
|
49
|
|
2,221
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(300
|
)
|
(6,519
|
)
|
(6,519
|
)
|
||||||
Cash dividends paid and accrued on common stock-$0.36 per share
|
—
|
|
—
|
|
—
|
|
(9,765
|
)
|
—
|
|
—
|
|
—
|
|
(9,765
|
)
|
||||||
Prior service cost and actuarial loss, net of $1,795 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,917
|
)
|
—
|
|
—
|
|
(2,917
|
)
|
||||||
Plan amendment, net of $1,509 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
2,451
|
|
—
|
|
—
|
|
2,451
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
41,210
|
|
—
|
|
—
|
|
—
|
|
41,210
|
|
||||||
Balance, August 29, 2015
|
51,776
|
|
$
|
25,888
|
|
$
|
32,018
|
|
$
|
585,941
|
|
$
|
(2,274
|
)
|
(24,825
|
)
|
$
|
(420,610
|
)
|
$
|
220,963
|
|
Creation/(utilization) of APIC pool due to stock award
|
—
|
|
—
|
|
33
|
|
—
|
|
—
|
|
—
|
|
—
|
|
33
|
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
(1,309
|
)
|
—
|
|
—
|
|
108
|
|
1,826
|
|
517
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
1,975
|
|
—
|
|
—
|
|
5
|
|
83
|
|
2,058
|
|
||||||
Payments for the purchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(163
|
)
|
(3,066
|
)
|
(3,066
|
)
|
||||||
Cash dividends paid and accrued on common stock-$0.40 per share
|
—
|
|
—
|
|
—
|
|
(10,891
|
)
|
—
|
|
—
|
|
—
|
|
(10,891
|
)
|
||||||
Prior service cost and actuarial loss, net of $2,741 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,452
|
)
|
—
|
|
—
|
|
(4,452
|
)
|
||||||
Plan amendment, net of $10,895 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
17,701
|
|
—
|
|
—
|
|
17,701
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
45,496
|
|
—
|
|
—
|
|
—
|
|
45,496
|
|
||||||
Balance, August 27, 2016
|
51,776
|
|
$
|
25,888
|
|
$
|
32,717
|
|
$
|
620,546
|
|
$
|
10,975
|
|
(24,875
|
)
|
$
|
(421,767
|
)
|
$
|
268,359
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
45,496
|
|
|
$
|
41,210
|
|
|
$
|
45,053
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
5,745
|
|
|
4,513
|
|
|
3,997
|
|
|||
LIFO expense
|
1,153
|
|
|
1,244
|
|
|
1,456
|
|
|||
Asset impairment
|
—
|
|
|
462
|
|
|
—
|
|
|||
Stock-based compensation
|
3,293
|
|
|
3,097
|
|
|
3,386
|
|
|||
Deferred income taxes
|
2,233
|
|
|
215
|
|
|
(48
|
)
|
|||
Postretirement benefit income and deferred compensation expense
|
(4,292
|
)
|
|
(843
|
)
|
|
(979
|
)
|
|||
Provision (benefit) for doubtful accounts
|
188
|
|
|
(1
|
)
|
|
(19
|
)
|
|||
Loss (gain) on disposal of property
|
2
|
|
|
(14
|
)
|
|
(691
|
)
|
|||
Gain on life insurance
|
(266
|
)
|
|
(11
|
)
|
|
(726
|
)
|
|||
Increase in cash surrender value of life insurance policies
|
(859
|
)
|
|
(883
|
)
|
|
(805
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
(11,510
|
)
|
|
(561
|
)
|
|
(1,763
|
)
|
|||
Receivables, prepaid and other assets
|
1,217
|
|
|
2,458
|
|
|
(38,233
|
)
|
|||
Investment in operating leases, net of repurchase obligations
|
—
|
|
|
(72
|
)
|
|
72
|
|
|||
Income taxes and unrecognized tax benefits
|
85
|
|
|
408
|
|
|
5,625
|
|
|||
Accounts payable and accrued expenses
|
14,253
|
|
|
(1,880
|
)
|
|
10,919
|
|
|||
Postretirement and deferred compensation benefits
|
(3,992
|
)
|
|
(4,159
|
)
|
|
(4,008
|
)
|
|||
Net cash provided by operating activities
|
52,746
|
|
|
45,183
|
|
|
23,236
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of investments
|
—
|
|
|
—
|
|
|
2,350
|
|
|||
Proceeds from life insurance
|
1,093
|
|
|
43
|
|
|
1,737
|
|
|||
Purchases of property and equipment
|
(24,551
|
)
|
|
(16,573
|
)
|
|
(10,476
|
)
|
|||
Proceeds from the sale of property
|
18
|
|
|
65
|
|
|
2,423
|
|
|||
Other
|
48
|
|
|
(52
|
)
|
|
(1,402
|
)
|
|||
Net cash used in investing activities
|
(23,392
|
)
|
|
(16,517
|
)
|
|
(5,368
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Payments for purchases of common stock
|
(3,066
|
)
|
|
(6,519
|
)
|
|
(26,340
|
)
|
|||
Payments of cash dividends
|
(10,891
|
)
|
|
(9,765
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
2,080
|
|
|||
Borrowings on loans
|
—
|
|
|
22,000
|
|
|
—
|
|
|||
Repayments on loans
|
—
|
|
|
(22,000
|
)
|
|
—
|
|
|||
Other
|
(53
|
)
|
|
53
|
|
|
(81
|
)
|
|||
Net cash used in financing activities
|
(14,010
|
)
|
|
(16,231
|
)
|
|
(24,341
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
15,344
|
|
|
12,435
|
|
|
(6,473
|
)
|
|||
Cash and cash equivalents at beginning of year
|
70,239
|
|
|
57,804
|
|
|
64,277
|
|
|||
Cash and cash equivalents at end of year
|
$
|
85,583
|
|
|
$
|
70,239
|
|
|
$
|
57,804
|
|
|
|
|
|
|
|
||||||
Supplement cash flow disclosure:
|
|
|
|
|
|
||||||
Income taxes paid, net
|
$
|
18,449
|
|
|
$
|
17,658
|
|
|
$
|
14,061
|
|
Interest paid
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Capital expenditures in accounts payable
|
$
|
903
|
|
|
$
|
—
|
|
|
$
|
—
|
|
See notes to consolidated financial statements.
|
|
|
|
|
|
Asset Class
|
Asset Life
|
Buildings
|
10-30 years
|
Machinery and equipment
|
3-15 years
|
Software
|
3-10 years
|
Transportation equipment
|
4-6 years
|
•
|
an order for a product has been received from a dealer
|
•
|
written or verbal approval for payment has been received from the dealer's floorplan financing institution (if applicable)
|
•
|
an independent transportation company has accepted responsibility for the product as agent for the dealer; and
|
•
|
the product is removed from the Company's property for delivery to the dealer.
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets in nonactive markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
|
|
Fair Value at August 27, 2016
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Cash equivalents
(1)
|
|
$
|
77,234
|
|
|
$
|
77,234
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
|
3,587
|
|
|
3,515
|
|
|
72
|
|
|
—
|
|
||||
International equity funds
|
|
258
|
|
|
225
|
|
|
33
|
|
|
—
|
|
||||
Fixed income funds
|
|
265
|
|
|
206
|
|
|
59
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
81,344
|
|
|
$
|
81,180
|
|
|
$
|
164
|
|
|
$
|
—
|
|
(1)
|
Cash equivalent balances valued using Level 1 inputs include only those accounts that may fluctuate in value. Cash in disbursing accounts and on-demand accounts are not included above.
|
|
|
Fair Value at August 29, 2015
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Cash equivalents
(1)
|
|
63,107
|
|
|
$
|
63,107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
|
4,937
|
|
|
4,894
|
|
|
43
|
|
|
—
|
|
||||
International equity funds
|
|
493
|
|
|
477
|
|
|
16
|
|
|
—
|
|
||||
Fixed income funds
|
|
284
|
|
|
251
|
|
|
33
|
|
|
—
|
|
||||
Total assets at fair value
|
|
$
|
68,821
|
|
|
$
|
68,729
|
|
|
$
|
92
|
|
|
$
|
—
|
|
(1)
|
Cash equivalent balances valued using Level 1 inputs include only those accounts that may fluctuate in value. Cash in disbursing accounts and on-demand accounts are not included above.
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Finished goods
|
$
|
19,129
|
|
|
$
|
12,179
|
|
Work-in-process
|
76,350
|
|
|
66,602
|
|
||
Raw materials
|
60,740
|
|
|
65,928
|
|
||
Total
|
156,219
|
|
|
144,709
|
|
||
LIFO reserve
|
(33,697
|
)
|
|
(32,544
|
)
|
||
Total inventories
|
$
|
122,522
|
|
|
$
|
112,165
|
|
(In thousands)
|
|
August 27, 2016
|
|
August 29, 2015
|
||||
Land
|
|
$
|
3,864
|
|
|
$
|
1,874
|
|
Buildings and building improvements
|
|
62,073
|
|
|
53,388
|
|
||
Machinery and equipment
|
|
95,087
|
|
|
94,034
|
|
||
Software
|
|
15,878
|
|
|
8,033
|
|
||
Transportation
|
|
8,956
|
|
|
8,913
|
|
||
Total property, plant and equipment, gross
|
|
185,858
|
|
|
166,242
|
|
||
Less accumulated depreciation
|
|
(129,927
|
)
|
|
(128,992
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
55,931
|
|
|
$
|
37,250
|
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Balance at beginning of year
|
$
|
11,254
|
|
|
$
|
9,501
|
|
|
$
|
8,443
|
|
Provision
|
16,503
|
|
|
12,892
|
|
|
10,947
|
|
|||
Claims paid
|
(15,345
|
)
|
|
(11,139
|
)
|
|
(9,889
|
)
|
|||
Balance at end of year
|
$
|
12,412
|
|
|
$
|
11,254
|
|
|
$
|
9,501
|
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Postretirement health care benefit cost
|
$
|
6,346
|
|
|
$
|
34,535
|
|
Non-qualified deferred compensation
|
18,003
|
|
|
19,508
|
|
||
Executive share option plan liability
|
3,341
|
|
|
4,788
|
|
||
SERP benefit liability
|
2,681
|
|
|
2,649
|
|
||
Executive deferred compensation
|
389
|
|
|
299
|
|
||
Officer stock-based compensation
|
763
|
|
|
242
|
|
||
Total postretirement health care and deferred compensation benefits
|
31,523
|
|
|
62,021
|
|
||
Less current portion
(1)
|
(4,574
|
)
|
|
(4,931
|
)
|
||
Long-term postretirement health care and deferred compensation benefits
(2)
|
$
|
26,949
|
|
|
$
|
57,090
|
|
(1)
|
Included in current liabilities in the Consolidated Balance Sheets
|
(2)
|
Included in long-term liabilities in the Consolidated Balance Sheets
|
Date
|
|
Plan Amendment
|
|
Dollar Cap Reduction
|
|
Liability Reduction (in thousands)
|
|
Amortization Period
(1)
|
||||
Fiscal 2005
|
|
Established employer dollar cap
|
|
|
|
$
|
40,414
|
|
|
11.5
|
years
|
|
January 2012
|
|
Reduced employer dollar cap
|
|
10
|
%
|
|
4,598
|
|
|
7.8
|
years
|
|
January 2013
|
|
Reduced employer dollar cap
|
|
10
|
%
|
|
4,289
|
|
|
7.5
|
years
|
|
January 2014
|
|
Reduced employer dollar cap
|
|
10
|
%
|
|
3,580
|
|
|
7.3
|
years
|
|
January 2015
|
|
Reduced employer dollar cap
|
|
10
|
%
|
|
3,960
|
|
|
7.1
|
years
|
|
January 2016
|
|
Reduced employer dollar cap for retirees under age 65; discontinued retiree benefits for retirees age 65 and over
|
|
10
|
%
|
|
28,596
|
|
|
6.9
|
years
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Balance at beginning of year
|
$
|
34,535
|
|
|
$
|
36,930
|
|
Interest cost
|
327
|
|
|
1,382
|
|
||
Service cost
|
108
|
|
|
427
|
|
||
Net benefits paid
|
(878
|
)
|
|
(928
|
)
|
||
Actuarial loss
|
850
|
|
|
684
|
|
||
Plan amendment
|
(28,596
|
)
|
|
(3,960
|
)
|
||
Balance at end of year
|
$
|
6,346
|
|
|
$
|
34,535
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Interest cost
|
$
|
327
|
|
|
$
|
1,382
|
|
|
$
|
1,540
|
|
Service cost
|
108
|
|
|
427
|
|
|
393
|
|
|||
Amortization of prior service benefit
|
(7,736
|
)
|
|
(5,538
|
)
|
|
(5,650
|
)
|
|||
Amortization of net actuarial loss
|
1,612
|
|
|
1,465
|
|
|
1,077
|
|
|||
Net periodic postretirement benefit income
|
$
|
(5,689
|
)
|
|
$
|
(2,264
|
)
|
|
$
|
(2,640
|
)
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Prior service credit
|
$
|
(34,139
|
)
|
|
$
|
(13,279
|
)
|
Net actuarial loss
|
15,648
|
|
|
16,410
|
|
||
Accumulated other comprehensive income
|
$
|
(18,491
|
)
|
|
$
|
3,131
|
|
(In thousands)
|
|
Amount
|
|||
Year:
|
2017
|
|
$
|
416
|
|
|
2018
|
|
283
|
|
|
|
2019
|
|
381
|
|
|
|
2020
|
|
455
|
|
|
|
2021
|
|
489
|
|
|
|
2022 - 2026
|
|
2,484
|
|
|
|
Total
|
|
$
|
4,508
|
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Cash value
|
$
|
60,263
|
|
|
$
|
58,501
|
|
Borrowings
|
(33,771
|
)
|
|
(32,329
|
)
|
||
Investment in life insurance
|
$
|
26,492
|
|
|
$
|
26,172
|
|
(Dollars in thousands)
|
|
Fiscal 2016
|
|
Fiscal 2015
(1)
|
|
Fiscal 2014
|
||||||
Inventory repurchased:
|
|
|
|
|
|
|
||||||
Units
|
|
29
|
|
|
62
|
|
|
21
|
|
|||
Dollars
|
|
$
|
1,605
|
|
|
$
|
7,472
|
|
|
$
|
467
|
|
Inventory resold:
|
|
|
|
|
|
|
||||||
Units
|
|
28
|
|
|
62
|
|
|
20
|
|
|||
Cash collected
|
|
$
|
1,510
|
|
|
$
|
6,409
|
|
|
$
|
392
|
|
Loss recognized
|
|
$
|
95
|
|
|
$
|
1,063
|
|
|
$
|
75
|
|
Units in ending inventory
|
|
1
|
|
|
1
|
|
|
1
|
|
(In thousands)
|
|
Amount
|
|||
Year Ended:
|
2017
|
|
$
|
128
|
|
|
2018
|
|
77
|
|
|
|
2019
|
|
60
|
|
|
|
2020
|
|
6
|
|
|
|
2021
|
|
4
|
|
|
|
Total
|
|
$
|
275
|
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
14,293
|
|
|
$
|
15,406
|
|
|
$
|
17,923
|
|
State
|
|
1,685
|
|
|
1,124
|
|
|
(170
|
)
|
|||
Total
|
|
15,978
|
|
|
16,530
|
|
|
17,753
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
4,280
|
|
|
1,486
|
|
|
1,415
|
|
|||
State
|
|
444
|
|
|
308
|
|
|
456
|
|
|||
Total
|
|
4,724
|
|
|
1,794
|
|
|
1,871
|
|
|||
Income Tax Expense
|
|
$
|
20,702
|
|
|
$
|
18,324
|
|
|
$
|
19,624
|
|
|
|
Year Ended
|
|||||||
(A percentage)
|
|
August 27, 2016
|
|
|
August 29, 2015
|
|
August 30, 2014
|
||
US federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
2.5
|
%
|
|
2.4
|
%
|
|
2.3
|
%
|
Tax-free and dividend income
|
|
(1.3
|
)%
|
|
(1.3
|
)%
|
|
(1.5
|
)%
|
Income tax credits
|
|
(1.1
|
)%
|
|
(0.3
|
)%
|
|
(0.4
|
)%
|
Domestic production activities deduction
|
|
(2.5
|
)%
|
|
(3.7
|
)%
|
|
(2.8
|
)%
|
Other permanent items
|
|
(1.3
|
)%
|
|
(0.8
|
)%
|
|
(0.9
|
)%
|
Valuation allowance
|
|
—
|
%
|
|
—
|
%
|
|
(0.4
|
)%
|
Uncertain tax positions settlements and adjustments
|
|
—
|
%
|
|
(0.5
|
)%
|
|
(1.0
|
)%
|
Effective tax provision rate
|
|
31.3
|
%
|
|
30.8
|
%
|
|
30.3
|
%
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Deferred income tax asset (liability)
|
|
|
|
||||
Deferred compensation
|
$
|
9,609
|
|
|
$
|
10,757
|
|
Warranty reserves
|
4,729
|
|
|
4,288
|
|
||
Postretirement health care benefits
|
2,262
|
|
|
12,792
|
|
||
Self-insurance reserve
|
2,214
|
|
|
2,378
|
|
||
Accrued vacation
|
2,006
|
|
|
1,938
|
|
||
Stock based compensation
|
1,030
|
|
|
1,239
|
|
||
Unrecognized tax benefit
|
698
|
|
|
726
|
|
||
Other
(1)
|
1,785
|
|
|
1,592
|
|
||
Total deferred tax assets
|
24,333
|
|
|
35,710
|
|
||
Inventory
|
(1,930
|
)
|
|
(2,383
|
)
|
||
Depreciation
|
(3,650
|
)
|
|
(1,338
|
)
|
||
Total deferred tax liabilities
|
(5,580
|
)
|
|
(3,721
|
)
|
||
Total deferred income tax assets, net of deferred tax liabilities
|
$
|
18,753
|
|
|
$
|
31,989
|
|
(1)
|
At
August 27, 2016
, Other includes
$95,000
related to state NOLs that will begin to expire in Fiscal 2021. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized.
|
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Unrecognized tax benefits - beginning balance
|
$
|
1,589
|
|
|
$
|
1,709
|
|
|
$
|
2,134
|
|
Gross decreases - tax positions in a prior period
|
(355
|
)
|
|
(568
|
)
|
|
(816
|
)
|
|||
Gross increases - current period tax positions
|
476
|
|
|
448
|
|
|
391
|
|
|||
Unrecognized tax benefits - ending balance
|
1,710
|
|
|
1,589
|
|
|
1,709
|
|
|||
Accrued interest and penalties
|
751
|
|
|
922
|
|
|
1,315
|
|
|||
Total unrecognized tax benefits
|
$
|
2,461
|
|
|
$
|
2,511
|
|
|
$
|
3,024
|
|
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Annual incentive accrual (in thousands)
|
$
|
1,467
|
|
|
$
|
454
|
|
|
$
|
2,600
|
|
Date of award
|
10/11/2016
|
|
|
10/13/2015
|
|
|
10/14/2014
|
|
|||
Stock-based portion of annual incentive accrual (in thousands)
|
$
|
489
|
|
|
$
|
157
|
|
|
$
|
866
|
|
Restricted shares awarded
|
17,532
|
|
|
7,914
|
|
|
40,495
|
|
|||
Shares repurchased for payroll taxes
|
(8,412
|
)
|
|
(3,511
|
)
|
|
(20,638
|
)
|
|||
Restricted shares issued
|
9,120
|
|
|
4,403
|
|
|
19,857
|
|
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
LTIP accrual (in thousands)
|
$
|
318
|
|
|
$
|
360
|
|
|
$
|
540
|
|
LTIP plan year
|
2014-2016
|
|
|
2013-2015
|
|
|
2012-2014
|
|
|||
Date of award
|
10/11/2016
|
|
|
10/13/2015
|
|
|
10/14/2014
|
|
|||
Restricted shares awarded
|
11,419
|
|
|
18,156
|
|
|
25,529
|
|
|||
Shares repurchased for payroll taxes
|
(5,539
|
)
|
|
(8,529
|
)
|
|
(13,011
|
)
|
|||
Restricted shares issued
|
5,880
|
|
|
9,627
|
|
|
12,518
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Share awards:
|
|
|
|
|
|
||||||
Performance-based annual plan employee award expense
|
$
|
489
|
|
|
$
|
157
|
|
|
$
|
866
|
|
Performance-based LTIP employee award expense
|
318
|
|
|
360
|
|
|
540
|
|
|||
Time-based employee award expense
|
1,583
|
|
|
2,060
|
|
|
1,472
|
|
|||
Time-based directors award expense
|
743
|
|
|
412
|
|
|
410
|
|
|||
Directors stock unit expense
|
149
|
|
|
108
|
|
|
98
|
|
|||
Stock options
|
11
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation
|
$
|
3,293
|
|
|
$
|
3,097
|
|
|
$
|
3,386
|
|
|
|
Year Ended
|
|||||||||||||||||||||||
|
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
|||||||||||||||||||
|
|
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
|
|
167,394
|
|
$26 - $34
|
|
$
|
28.30
|
|
|
457,421
|
|
$26 - $36
|
|
$
|
30.38
|
|
|
664,994
|
|
$26 - $36
|
|
$
|
29.83
|
|
|
Options granted
|
|
10,000
|
|
$16 - $17
|
|
16.67
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Options exercised
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
(77,833
|
)
|
$26 - $27
|
|
26.72
|
|
||||
Options cancelled
|
|
(167,394
|
)
|
$26 - $34
|
|
28.30
|
|
|
(290,027
|
)
|
$26 - $36
|
|
31.58
|
|
|
(129,740
|
)
|
$26 - $35
|
|
29.75
|
|
||||
Outstanding at end of year
|
|
10,000
|
|
$16 - $17
|
|
$
|
16.67
|
|
|
167,394
|
|
$26 - $34
|
|
$
|
28.30
|
|
|
457,421
|
|
$26 - $36
|
|
$
|
30.38
|
|
|
Exercisable at end of year
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
167,394
|
|
$26 - $34
|
|
$
|
28.30
|
|
|
457,421
|
|
$26 - $36
|
|
$
|
30.38
|
|
Vested and expected to vest at end of year
|
|
10,000
|
|
$16 - $17
|
|
$
|
16.67
|
|
|
167,394
|
|
$26 - $34
|
|
$
|
28.30
|
|
|
457,421
|
|
$26 - $36
|
|
$
|
30.38
|
|
Valuation Assumptions
(1)
|
Fiscal 2016
|
||
Expected dividend yield
|
2.40
|
%
|
|
Risk-free interest rate
(2)
|
1.49
|
%
|
|
Expected life (in years)
(3)
|
5
|
|
|
Expected volatility
(4)
|
43.52
|
%
|
|
Weighted average fair value of options granted
|
|
$5.31
|
|
(In thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Aggregate intrinsic value of options exercised
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173
|
|
Net cash proceeds from the exercise of stock options
|
—
|
|
|
—
|
|
|
2,080
|
|
|||
Actual income tax benefit realized from stock option exercises
|
—
|
|
|
—
|
|
|
63
|
|
(1)
|
The amount by which the closing price of our stock on the date of exercise exceeded the exercise price.
|
|
Year Ended
|
||||||||||||||||
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||||||||
|
Shares
|
Weighted Average Grant Date
Fair Value
|
|
Shares
|
Weighted Average Grant Date
Fair Value
|
|
Shares
|
Weighted Average Grant Date
Fair Value
|
|||||||||
Beginning of year
|
163,420
|
|
$
|
20.83
|
|
|
198,523
|
|
$
|
18.98
|
|
|
190,962
|
|
$
|
12.46
|
|
Granted
|
240,270
|
|
19.72
|
|
|
165,624
|
|
21.70
|
|
|
138,345
|
|
27.44
|
|
|||
Vested
|
(110,283
|
)
|
19.44
|
|
|
(198,693
|
)
|
19.71
|
|
|
(129,817
|
)
|
18.82
|
|
|||
Canceled
|
(9,526
|
)
|
20.28
|
|
|
(2,034
|
)
|
20.58
|
|
|
(967
|
)
|
18.44
|
|
|||
End of year
|
283,881
|
|
$
|
20.45
|
|
|
163,420
|
|
$
|
20.83
|
|
|
198,523
|
|
$
|
18.98
|
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||||||||
Motorhomes, parts and service
|
$
|
875,004
|
|
89.7
|
%
|
|
$
|
872,915
|
|
89.4
|
%
|
|
$
|
853,488
|
|
90.3
|
%
|
Towables and parts
|
89,412
|
|
9.2
|
%
|
|
71,684
|
|
7.3
|
%
|
|
58,123
|
|
6.1
|
%
|
|||
Other manufactured products
|
10,810
|
|
1.1
|
%
|
|
31,906
|
|
3.3
|
%
|
|
33,552
|
|
3.6
|
%
|
|||
Total net revenues
|
$
|
975,226
|
|
100.0
|
%
|
|
$
|
976,505
|
|
100.0
|
%
|
|
$
|
945,163
|
|
100.0
|
%
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||||||||
United States
|
$
|
940,230
|
|
96.4
|
%
|
|
$
|
920,315
|
|
94.2
|
%
|
|
$
|
873,910
|
|
92.5
|
%
|
International
|
34,996
|
|
3.6
|
%
|
|
56,190
|
|
5.8
|
%
|
|
71,253
|
|
7.5
|
%
|
|||
Total net revenues
|
$
|
975,226
|
|
100.0
|
%
|
|
$
|
976,505
|
|
100.0
|
%
|
|
$
|
945,163
|
|
100.0
|
%
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 27, 2016
|
|
August 29, 2015
|
|
August 30, 2014
|
||||||
Income per share - basic
|
|
|
|
|
|
||||||
Net income
|
$
|
45,496
|
|
|
$
|
41,210
|
|
|
$
|
45,053
|
|
Weighted average shares outstanding
|
26,925
|
|
|
26,941
|
|
|
27,430
|
|
|||
Net income per share - basic
|
$
|
1.69
|
|
|
$
|
1.53
|
|
|
$
|
1.64
|
|
|
|
|
|
|
|
||||||
Income per share - assuming dilution
|
|
|
|
|
|
||||||
Net income
|
$
|
45,496
|
|
|
$
|
41,210
|
|
|
$
|
45,053
|
|
Weighted average shares outstanding
|
26,925
|
|
|
26,941
|
|
|
27,430
|
|
|||
Dilutive impact of awards and options outstanding
|
108
|
|
|
110
|
|
|
115
|
|
|||
Weighted average shares and potential dilutive shares outstanding
|
27,033
|
|
|
27,051
|
|
|
27,545
|
|
|||
Net income per share - assuming dilution
|
$
|
1.68
|
|
|
$
|
1.52
|
|
|
$
|
1.64
|
|
Fiscal 2016
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share data)
|
November 28,
2015 |
|
February 27,
2016 |
|
May 28,
2016 |
|
August 27,
2016 |
||||||||
Net revenues
|
$
|
214,223
|
|
|
$
|
225,672
|
|
|
$
|
272,077
|
|
|
$
|
263,254
|
|
Gross profit
|
25,249
|
|
|
25,276
|
|
|
30,257
|
|
|
31,867
|
|
||||
Operating income
|
12,759
|
|
|
13,503
|
|
|
20,593
|
|
|
18,886
|
|
||||
Net income
|
8,558
|
|
|
9,354
|
|
|
14,438
|
|
|
13,146
|
|
||||
Net income per share (basic)
|
0.32
|
|
|
0.35
|
|
|
0.54
|
|
|
0.49
|
|
||||
Net income per share (diluted)
|
0.32
|
|
|
0.35
|
|
|
0.53
|
|
|
0.49
|
|
Fiscal 2015
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share data)
|
November 29,
2014 |
|
February 28,
2015 |
|
May 30,
2015 |
|
August 29,
2015 |
||||||||
Net revenues
|
$
|
224,403
|
|
|
$
|
234,543
|
|
|
$
|
266,510
|
|
|
$
|
251,049
|
|
Gross profit
|
24,386
|
|
|
24,258
|
|
|
28,183
|
|
|
28,053
|
|
||||
Operating income
|
14,442
|
|
|
11,948
|
|
|
16,118
|
|
|
16,911
|
|
||||
Net income
|
9,895
|
|
|
8,096
|
|
|
11,502
|
|
|
11,717
|
|
||||
Net income per share (basic)
|
0.37
|
|
|
0.30
|
|
|
0.43
|
|
|
0.43
|
|
||||
Net income per share (diluted)
|
0.37
|
|
|
0.30
|
|
|
0.43
|
|
|
0.43
|
|
|
Year Ended
|
||||||
(In thousands)
|
August 27, 2016
|
|
August 29, 2015
|
||||
Balance at beginning of year
|
$
|
(2,274
|
)
|
|
$
|
(1,808
|
)
|
|
|
|
|
||||
OCI before reclassifications
|
17,027
|
|
|
2,044
|
|
||
Amounts reclassified from AOCI
|
(3,778
|
)
|
|
(2,510
|
)
|
||
Net current-period OCI
|
13,249
|
|
|
(466
|
)
|
||
|
|
|
|
||||
Balance at end of year
|
$
|
10,975
|
|
|
$
|
(2,274
|
)
|
|
|
|
|
Year Ended
|
||||||
(In thousands)
|
|
Location on Consolidated Statements of Income and Comprehensive Income
|
|
August 27, 2016
|
|
August 29, 2015
|
||||
Amortization of prior service credit
|
|
Cost of goods sold
|
|
$
|
(4,788
|
)
|
|
$
|
(3,428
|
)
|
Amortization of net actuarial loss
|
|
Cost of goods sold
|
|
1,010
|
|
|
918
|
|
||
Total reclassifications
|
|
|
|
$
|
(3,778
|
)
|
|
$
|
(2,510
|
)
|
1.
|
Our consolidated financial statements are included in Item 8 and an index to financial statements appears on page 26 of this report.
|
2.
|
Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries
|
3.
|
Exhibits: See Exhibit Index on pages 53-56.
|
|
WINNEBAGO INDUSTRIES, INC.
|
|
|
|
|
|
By
|
/s/ Michael J. Happe
|
|
|
Michael J. Happe
|
|
|
|
|
|
President, Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Capacity
|
|
|
|
/s/ Michael J. Happe
|
|
|
Michael J. Happe
|
|
President, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ Sarah N. Nielsen
|
|
|
Sarah N. Nielsen
|
|
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Christopher J. Braun
|
|
|
Christopher J. Braun
|
|
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/ William C. Fisher
|
|
|
William C. Fisher
|
|
Director
|
|
|
|
/s/ David W. Miles
|
|
|
David W. Miles
|
|
Director
|
|
|
|
/s/ Martha T. Rodamaker
|
|
|
Martha T. Rodamaker
|
|
Director
|
|
|
|
/s/ Mark T. Schroepfer
|
|
|
Mark T. Schroepfer
|
|
Director
|
2a.
|
Securities Purchase Agreement by and among, Grand Design RV, LLC, Octavius Corporation, Winnebago Industries, Inc. Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P., SP GE VIII-B GD RV Holdings, L.P., RDB IIII, Inc., and each of the shareholders of RDB III, Inc.previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
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. 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.*
|
10c.
|
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.*
|
10d.
|
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.*
|
10e.
|
Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan previously filed as Appendix B with the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on December 17, 2013 (Commission File Number 001-06403) and incorporated by reference herein and the Supplement dated December 6, 2013 previously filed (Commission File Number 001-06403) and incorporated by reference herein.*
|
10f.
|
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.*
|
10g.
|
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.*
|
10h.
|
Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2014, 2015 and 2016 previously filed with the Registrant's Current Report on Form 8-K dated June 19, 2013 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10i.
|
Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2015, 2016 and 2017 previously filed with the Registrant's Current Report on Form 8-K dated June 18, 2014 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10j.
|
Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2016, 2017 and 2018 previously filed with the Registrant's Current Report on Form 8-K dated June 16, 2015 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10k.
|
Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2017, 2018 and 2019 previously filed with the Registrant's Current Report on Form 8-K dated October 14, 2016 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10l.
|
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.*
|
10m.
|
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.*
|
10n.
|
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.*
|
10o.
|
Executive Change of Control dated June 20, 2012 between Winnebago Industries, Inc. and Steven S. Degnan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 25, 2012 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10p.
|
Executive Change of Control dated June 20, 2012 between Winnebago Industries, Inc. and Scott C. Folkers previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 25, 2012 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10q.
|
Executive Change of Control between Winnebago Industries, Inc. and Steven R. Dummett previously filed with the Registrant's Current Report on Form 8-K dated January 12, 2015 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10r.
|
Executive Change of Control between Winnebago Industries, Inc. and Bret A. Woodson previously filed with the Registrant's Current Report on Form 8-K dated January 12, 2015 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10s.
|
Executive Change of Control between Winnebago Industries, Inc. and Michael J. Happe previously filed with the Registrant's Current Report on Form 8-K dated April 26, 2016 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10t.
|
Executive Change of Control Agreement between Winnebago Industries, Inc. and Ashis Bhattacharya dated June 1, 2016.*
|
10u.
|
Executive Change of Control Agreement between Winnebago Industries, Inc. and Brian Hazelton dated September 16, 2016.*
|
10v.
|
Executive Change of Control Agreement between Winnebago Industries, Inc. and Chris West dated September 26, 2016.*
|
10w.
|
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.*
|
10x.
|
Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2015 previously filed with the Registrant's Current Report on Form 8-K dated June 18, 2014 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10y.
|
Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2016 previously filed with the Registrant's Current Report on Form 8-K dated June 16, 2015 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10z.
|
Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2017 previously filed with the Registrant's Current Report on Form 8-K dated October 14, 2016 (Commission File Number 001-06403) and incorporated by reference herein.*
|
10aa.
|
Winnebago Industries, Inc. Credit Agreement with GECC (later acquired by Wells Fargo Capital Finance) previously filed with the Registrant's Current Report on Form 8-K dated October 31, 2012 and amended on Form 8-K dated May 28, 2014 (Commission File Number 001-06403) and incorporated by reference herein.
|
10ab.
|
Winnebago Industries, Inc. Registration Statement previously filed on Form S-3 on April 4, 2013 (Commission File Number 333-187720) and amended on Form S-3A on April 30, 2013 (Commission File Number 333-187720) and incorporated by reference herein.
|
10ac.
|
Winnebago Industries, Inc. Registration Statement previously filed on Form S-8 on March 28, 2014 (Commission File Number 333-194854) and incorporated by reference herein.
|
10ad.
|
Non-competition, Non-solicitation and Confidentiality Agreement by and among Octavius Corporation, Winnebago Industries, Inc., Grand Design RV, LLC, RDB III, Inc., Ronald Fenech, Donald Clark and William Fenech previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10ae.
|
Non-Solicitation and Confidentiality Agreement by and among Octavius Corporation, Winnebago Industries, Inc., Grand Design, RV, LLC, Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P., and SP GE VIII-B GD RV Holdings previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10af.
|
Registration Rights Agreement by and among Winnebago Industries, Inc. and the Shareholder Parties previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10ag.
|
Standstill Agreement by and among Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Growth Equity Fund-VIII-A, L.P., Summit Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P. and SP GE VIII-B GD RV Holdings, L.P. and Winnebago Industries, Inc. previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10ah.
|
Standstill Agreement by and among Donald Clark, Ronald Fenech, William Fenech and Winnebago Industries, Inc. previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10ai.
|
Lock-up Letter Agreement to Winnebago Industries, Inc. from Donald Clark, Ronald Fenech and William Fenech previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10aj.
|
Consulting Agreement by and between Winnebago Industries, Inc., and Ronald Fenech previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10ak.
|
Consulting Agreement by and between Winnebago Industries, Inc. and William Fenech previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10al.
|
Employment Agreement by and between Grand Design RV, LLC and Donald Clark previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
|
10am.
|
Commitment Letter between Winnebago Industries, Inc. and JPMorgan Chase Bank, N.A. previously filed with the Registrant's Current Report on Form 8-K dated October 5, 2016 (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.
|
31.1
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
October 18, 2016
.
|
31.2
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated
October 18, 2016
.
|
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 18, 2016
.
|
32.2
|
Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
October 18, 2016
.
|
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
|
BOARD OF DIRECTORS
Michael J. Happe (45)
President, Chief Executive Officer
Winnebago Industries, Inc.
Christopher J. Braun (50) 1
Former Chief Executive Officer
Teton Buildings
Robert M. Chiusano (65)** 2
Chairman of the Board
Winnebago Industries, Inc.
Former Executive Vice President and Chief
Operating Officer - Commercial Systems
Rockwell Collins, Inc.
Jerry N. Currie (71) 1,3
Former President and Chief Executive Officer
CURRIES Company
Lawrence A. Erickson (67) 2
Former Senior Vice President and Chief
Financial Officer
Rockwell Collins, Inc.
William C. Fisher (62) 2*
Former Vice President and Chief Information
Officer
Polaris Industries, Inc.
David W. Miles (59) 1
Chairman and Principal Owner
Miles Capital, Inc.
Martha T. Rodamaker (54) 2,3*
President and Chief Executive Officer
First Citizens National Bank
Mark T. Schroepfer (69) 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:
Sam Jefson, PR Specialist
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@wgo.net
|
|
Independent Auditors
Deloitte & Touche LLP
Suite 2800
50 South Sixth Street
Minneapolis, Minnesota 55402-1844
(612) 397-4000
NYSE Annual CEO Certification and Sarbanes-Oxley
Section 302 Certifications
We submitted the annual Chief Executive Officer Certification to the New York Stock Exchange (NYSE) as required under the corporate governance rules of the NYSE. We also filed as exhibits to our 2015 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://wgo.net/investor.html.
Information contained on Winnebago Industries' website is not incorporated into this Annual Report or other securities filings.
|
|
|
OFFICERS
Michael J. Happe (45)
President, Chief Executive Officer
Ashis N. Bhattacharya (53)
Vice President, Stategic Planning and
Development
S. Scott Degnan (51)
Vice President & General Manager-Towables
Business
Scott C. Folkers (54)
Vice President, General Counsel and Secretary
Brian D. Hazelton (51)
Vice President & General Manager-
Motorhome Business
Donald L. Heidemann (44)
Treasurer/Director of Finance
Sarah N. Nielsen (43)
Vice President, Chief Financial Officer
Christopher D. West (44)
Vice President, Operations
Bret A. Woodson (46)
Vice President, Administration
|
|
Number of Shareholders of Record
As of October 10, 2016, Winnebago Industries had 2,893 shareholders of record.
Dividends Paid
Quarterly cash dividends of $0.10 were paid in Fiscal 2016 and $.09 in Fiscal 2015.
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, MN 55164-0854 or
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Telephone: (800) 468-9716 or (651) 450-4064
Inquiries:
www.shareowneronline.com
Annual Meeting
The Annual Meeting of Shareholders is scheduled to be held on Tuesday, December 13, 2016 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)
|
“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 Person or of any affiliate or associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.
|
(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 the Executive’s execution of this 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.
|
|
W
INNEBAGO
I
NDUSTRIES,
I
NC.
|
|
|
|
|
|
By:
|
/s/ Bret A. Woodson
|
|
|
Bret A. Woodson
|
|
|
Vice President of Administration
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
/s/ Ashis Bhattacharya
|
|
|
Ashis Bhattacharya
|
(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 Person or of any affiliate or associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.
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(b)
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“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 the Executive’s execution of this Agreement.
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(c)
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“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.
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(d)
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“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.
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W
INNEBAGO
I
NDUSTRIES,
I
NC.
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By:
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/s/ Bret A. Woodson
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Bret A. Woodson
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Vice President of Administration
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EXECUTIVE:
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/s/ Brian Hazelton
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Brian Hazelton
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(a)
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“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 Person or of any affiliate or associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.
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(b)
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“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 the Executive’s execution of this Agreement.
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(c)
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“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.
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(d)
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“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.
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W
INNEBAGO
I
NDUSTRIES,
I
NC.
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By:
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/s/ Bret A. Woodson
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Bret A. Woodson
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Vice President of Administration
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EXECUTIVE:
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/s/ Chris West
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Chris West
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Jurisdiction of
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Percent of
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Name of Corporation
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Incorporation
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Ownership
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Winnebago Industries, Inc.
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Iowa
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Parent
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Winnebago of Indiana, LLC
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Iowa
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100%
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/s/ DELOITTE & TOUCHE LLP
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Minneapolis, Minnesota
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October 18, 2016
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1.
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I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
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2.
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Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
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3.
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Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
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4.
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The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
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d.
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disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
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5.
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The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
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a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
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b.
|
any fraud, whether or not material, that involved management or other employees who have a significant role in the Registrant's internal control over financial reporting.
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Date:
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October 18, 2016
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By:
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/s/ Michael J. Happe
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Michael J. Happe
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President, Chief Executive Officer
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1.
|
I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
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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;
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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;
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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.
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Date:
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October 18, 2016
|
|
By:
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/s/ Sarah N. Nielsen
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Sarah N. Nielsen
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Vice President, Chief Financial Officer
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a.
|
This Annual Report on Form 10-K (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal year ended
August 27, 2016
as filed with the Securities and Exchange Commission on the date of this certificate, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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b.
|
the information contained in this periodic report fairly represents, in all material respects, the financial condition and results of operations of the issuer.
|
Date:
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October 18, 2016
|
|
By:
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/s/ Michael J. Happe
|
|
|
|
|
Michael J. Happe
|
|
|
|
|
President, Chief Executive Officer
|
|
|
|
|
|
a.
|
This Annual Report on Form 10-K (“periodic report”) of Winnebago Industries, Inc. (the “issuer”), for the fiscal year ended
August 27, 2016
as filed with the Securities and Exchange Commission on the date of this certificate, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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b.
|
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 18, 2016
|
|
By:
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/s/ Sarah N. Nielsen
|
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Sarah N. Nielsen
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|
Vice President, Chief Financial Officer
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