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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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Type
|
Description
|
Winnebago products offerings
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Class A
(gas and diesel)
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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.
|
Gas: Adventurer, Intent
(1)
, Sightseer, Suncruiser, Sunova, Sunstar, Sunstar LX, Vista, Vista LX
|
Diesel: Forza, Grand Tour, Horizon
(1)
, 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, Revel
(1)
, 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, Outlook
(1)
, Spirit, Trend, View
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(1)
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New product offerings introduced in Fiscal 2018.
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Year Ended
(1)
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|||||||||||||
Units
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August 25, 2018
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August 26, 2017
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August 27, 2016
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|||||||||
Class A
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2,997
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31.4
|
%
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|
3,182
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|
34.4
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%
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|
2,925
|
|
31.4
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%
|
Class B
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2,012
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21.1
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%
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1,541
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16.6
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%
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1,239
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13.3
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%
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Class C
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4,539
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47.5
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%
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4,537
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49.0
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%
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5,143
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|
55.3
|
%
|
Total motorhomes
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9,548
|
|
100.0
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%
|
|
9,260
|
|
100.0
|
%
|
|
9,307
|
|
100.0
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%
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(1)
|
Percentages may not add due to rounding differences.
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Type
|
Description
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Winnebago product offerings
|
Grand Design product offerings
|
Travel trailer
|
Conventional travel trailers are towed by means of a hitch attached to the frame of the vehicle.
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Micro Minnie, Minnie, Minnie Drop, Minnie Plus
|
Imagine, Reflection, Transcend
(1)
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Fifth wheel
|
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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Minnie Plus
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Momentum, Reflection, Solitude
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(1)
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New product offerings introduced in Fiscal 2018.
|
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Year Ended
(1)
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|||||||||||||
Units
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August 25, 2018
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|
August 26, 2017
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|
August 27, 2016
|
|||||||||
Travel trailer
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22,360
|
|
61.1
|
%
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|
13,650
|
|
60.7
|
%
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3,613
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|
86.0
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%
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Fifth wheel
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14,229
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38.9
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%
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8,824
|
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39.3
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%
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|
586
|
|
14.0
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%
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Total towables
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36,589
|
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100.0
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%
|
|
22,474
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100.0
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%
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4,199
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100.0
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%
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(1)
|
Percentages may not add due to rounding differences.
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•
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Make us more vulnerable to general adverse economic, regulatory, and industry conditions;
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•
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Limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete;
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•
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Place us at a competitive disadvantage compared to our competitors that have less debt or could require us to dedicate a substantial portion of our cash flow to service our debt; and
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•
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Restrict us from making strategic acquisitions or exploiting other business opportunities.
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•
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Overall consumer confidence and the level of discretionary consumer spending;
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•
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Employment trends;
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•
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The adverse impact of global tensions on consumer spending and travel-related activities; and
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•
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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.
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•
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Diversion of management’s attention;
|
•
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Disruption to our existing operations and plans;
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•
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Inability to effectively manage our expanded operations;
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•
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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;
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•
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Inability to successfully integrate or develop a distribution channel for acquired product lines;
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•
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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;
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•
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Adverse impact on overall profitability, if our expanded operations do not achieve the financial results projected in our valuation model;
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•
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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
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•
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Incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results.
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Location
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Facility Type/Use
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Reportable Segment
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# of
Buildings
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Owned or
Leased
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Square
Footage
|
||
Forest City, IA
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Manufacturing, maintenance, service, and office
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Motorhome
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33
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Owned
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1,546,772
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Forest City, IA
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Warehouse
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Motorhome
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3
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Owned
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459,136
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Charles City, IA
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Manufacturing
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Motorhome
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2
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Owned
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160,950
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Waverly, IA
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Manufacturing
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Motorhome
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1
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Owned
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33,400
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Junction City, OR
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Manufacturing, service, and office
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Motorhome
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10
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Owned
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304,962
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Middlebury, IN
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Manufacturing and office
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Towable
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4
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Owned
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444,830
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Lake Mills, IA
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Manufacturing
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Motorhome
|
1
|
|
Leased
(1)
|
98,546
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Middlebury, IN
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Manufacturing, service, and office
|
Towable
|
10
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|
Leased
(2)
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1,044,950
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Eden Prairie, MN
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Corporate
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Motorhome
|
1
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Leased
(3)
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30,068
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Sarasota, FL
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Manufacturing and office
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Corporate / All Other
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7
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Owned
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188,779
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72
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4,312,393
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(1)
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In November 2013, we entered into a five-year lease with the city of Lake Mills, IA for a manufacturing plant with two options to renew for five years each. We are currently evaluating whether to renew the lease or purchase the facility.
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(2)
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In November 2016 as part of our acquisition of Grand Design, we assumed leases to two properties which hold their current principal facilities and facilities under construction for expansion.
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(3)
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In January 2017, we entered into a six-year lease, expiring in 2023, for an office facility in Eden Prairie, MN.
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Name
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Office (Year First Elected an Officer)
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Age
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Michael J. Happe
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President and Chief Executive Officer (2016)
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47
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Ashis N. Bhattacharya
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Vice President, Strategic Planning and Development (2016)
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55
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Stacy Bogart
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Vice President, General Counsel and Secretary (2018)
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54
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Donald J. Clark
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President of Grand Design RV; Vice President of Winnebago Industries (2016)
|
58
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S. Scott Degnan
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Vice President and General Manager, Towables Business (2012)
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53
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Brian D. Hazelton
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Vice President and General Manager, Motorhome Business (2016)
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52
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Bryan L. Hughes
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Vice President, Chief Financial Officer (2017)
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49
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Jeff D. Kubacki
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Vice President, Information Technology, Chief Information Officer (2016)
|
60
|
Christopher D. West
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Vice President, Operations (2016)
|
46
|
Bret A. Woodson
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Vice President, Administration (2015)
|
48
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
(2)
|
||||||
05/27/18 - 06/30/18
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
65,989,000
|
|
07/01/18 - 07/28/18
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
65,989,000
|
|
07/29/18 - 08/25/18
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
65,989,000
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
65,989,000
|
|
(1)
|
Shares not purchased as part of a publicly announced program were repurchased from employees who vested in Company shares and elected to pay their payroll tax via the value of shares delivered as opposed to cash.
|
(2)
|
Pursuant to a combined $130.0 million share repurchase program authorized by our Board of Directors. On December 18, 2007, $60.0 million was approved, and on October 18, 2017, $70.0 million was approved. There is no time restriction on either authorization.
|
|
(a)
|
|
(b)
|
|
(c)
|
|||||
Plan Category
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Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(1)
|
|
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 |
9,000
|
|
(2)
|
|
—
|
|
|
—
|
|
|
Equity compensation plans
approved by shareholders - 2014 Plan |
469,704
|
|
(3)
|
|
36.68
|
|
|
1,677,481
|
|
(4)
|
Equity compensation plans not
approved by shareholders (5) |
47,366
|
|
(6)
|
|
—
|
|
|
—
|
|
(7)
|
Total
|
526,070
|
|
|
|
36.68
|
|
|
1,677,481
|
|
|
(1)
|
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.
|
(2)
|
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 stock options and unvested stock awards granted under the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan, as amended ("2014 Plan"). The 2014 Plan replaced the 2004 Plan effective January 1, 2014.
|
(4)
|
This number represents stock options available for grant under the 2014 Plan as of
August 25, 2018
.
|
(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 11, 2018
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 25, 2018
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
|
August 31,
2013 |
August 30,
2014 |
August 29,
2015 |
August 27,
2016 |
August 26,
2017 |
August 25,
2018 |
||||||
Winnebago Industries, Inc.
|
100.00
|
|
111.05
|
|
93.25
|
|
111.33
|
|
163.06
|
|
177.65
|
|
S&P 500 Index
|
100.00
|
|
125.25
|
|
126.89
|
|
141.45
|
|
162.65
|
|
195.09
|
|
Peer Group
|
100.00
|
|
125.80
|
|
125.54
|
|
114.31
|
|
133.51
|
|
147.90
|
|
|
Fiscal Years Ended
|
||||||||||||||||||
(In thousands, except per share data)
|
August 25,
2018 |
|
August 26, 2017
(1)
|
|
August 27,
2016 |
|
August 29,
2015 |
|
August 30,
2014 |
||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
|
$
|
975,226
|
|
|
$
|
976,505
|
|
|
$
|
945,163
|
|
Net income
|
102,357
|
|
|
71,330
|
|
|
45,496
|
|
|
41,210
|
|
|
45,053
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income - basic
|
3.24
|
|
|
2.33
|
|
|
1.69
|
|
|
1.53
|
|
|
1.64
|
|
|||||
Net income - diluted
|
3.22
|
|
|
2.32
|
|
|
1.68
|
|
|
1.52
|
|
|
1.64
|
|
|||||
Dividends declared and paid per common share
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
0.36
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
1,051,805
|
|
|
902,512
|
|
|
390,718
|
|
|
362,174
|
|
|
358,302
|
|
|||||
Long-term liabilities
|
313,175
|
|
|
293,680
|
|
|
29,410
|
|
|
59,601
|
|
|
65,835
|
|
(1)
|
Includes Grand Design operations from the date of its acquisition on November 8, 2016.
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Analysis of Financial Condition, Liquidity, and Capital Resources
|
•
|
Contractual Obligations and Commercial Commitments
|
•
|
Critical Accounting Estimates
|
•
|
New Accounting Pronouncements
|
•
|
Wholesale unit shipments: RV product delivered to the dealers, which is reported monthly by the Recreation Vehicle Industry Association ("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)
|
2018
|
2017
|
Increase
|
% Change
|
|
2018
|
2017
|
Increase
|
% Change
|
||||||||
Towable
(1)
|
443,572
|
|
402,258
|
|
41,314
|
|
10.3
|
%
|
|
417,013
|
|
383,248
|
|
33,765
|
|
8.8
|
%
|
Motorhome
(2)
|
62,095
|
|
59,891
|
|
2,204
|
|
3.7
|
%
|
|
58,452
|
|
56,187
|
|
2,265
|
|
4.0
|
%
|
Combined
|
505,667
|
|
462,149
|
|
43,518
|
|
9.4
|
%
|
|
475,465
|
|
439,435
|
|
36,030
|
|
8.2
|
%
|
(1)
|
Towable: Fifth wheel and travel trailer products.
|
(2)
|
Motorhome: Class A, B and C products.
|
(1)
|
Prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the Roadsigns RV Fall 2018 Industry Forecast Issue.
|
|
Rolling 12 Months Through August
|
|
Calendar Year
|
||||||
US and Canada
|
2018
|
2017
(1)
|
|
2017
(1)
|
2016
|
2015
|
|||
Motorhome A, B, C
|
15.7%
|
16.4%
|
|
16.2
|
%
|
18.0
|
%
|
20.5
|
%
|
Travel trailer and fifth wheels
|
7.4%
|
5.2%
|
|
6.1
|
%
|
1.7
|
%
|
0.9
|
%
|
(1)
|
Includes retail unit market share for Grand Design since acquisition on
November 8, 2016
.
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Cumulative
|
|||||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
Investment
|
|||||||||||||
Capitalized
|
$
|
5,941
|
|
|
$
|
1,881
|
|
|
$
|
7,798
|
|
|
$
|
3,291
|
|
|
$
|
18,911
|
|
|
59
|
%
|
Expensed
|
2,107
|
|
|
2,601
|
|
|
5,930
|
|
|
2,528
|
|
|
13,166
|
|
|
41
|
%
|
|||||
Total
|
$
|
8,048
|
|
|
$
|
4,482
|
|
|
$
|
13,728
|
|
|
$
|
5,819
|
|
|
$
|
32,077
|
|
|
100
|
%
|
|
Year Ended
|
||||||||||||||
(In thousands, except percent and
per share data)
|
August 25,
2018 |
% of
Revenues
(1)
|
August 26,
2017 |
% of
Revenues
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
2,016,829
|
|
100.0
|
%
|
$
|
1,547,119
|
|
100.0
|
%
|
$
|
469,710
|
|
30.4
|
%
|
Cost of goods sold
|
1,716,993
|
|
85.1
|
%
|
1,324,542
|
|
85.6
|
%
|
392,451
|
|
29.6
|
%
|
|||
Gross profit
|
299,836
|
|
14.9
|
%
|
222,577
|
|
14.4
|
%
|
77,259
|
|
34.7
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
49,850
|
|
2.5
|
%
|
35,668
|
|
2.3
|
%
|
14,182
|
|
39.8
|
%
|
|||
General and administrative
|
78,089
|
|
3.9
|
%
|
55,347
|
|
3.6
|
%
|
22,742
|
|
41.1
|
%
|
|||
Postretirement health care benefit income
|
—
|
|
—
|
%
|
(24,796
|
)
|
(1.6
|
)%
|
(24,796
|
)
|
(100.0
|
)%
|
|||
Transaction costs
|
2,177
|
|
0.1
|
%
|
6,592
|
|
0.4
|
%
|
(4,415
|
)
|
(67.0
|
)%
|
|||
Amortization of intangible assets
|
9,328
|
|
0.5
|
%
|
24,660
|
|
1.6
|
%
|
(15,332
|
)
|
(62.2
|
)%
|
|||
Total general and administrative
|
89,594
|
|
4.4
|
%
|
61,803
|
|
4.0
|
%
|
27,791
|
|
45.0
|
%
|
|||
Total selling, general, and administrative expenses ("SG&A")
|
139,444
|
|
6.9
|
%
|
97,471
|
|
6.3
|
%
|
41,973
|
|
43.1
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income
|
160,392
|
|
8.0
|
%
|
125,106
|
|
8.1
|
%
|
35,286
|
|
28.2
|
%
|
|||
Interest expense
|
18,246
|
|
0.9
|
%
|
16,837
|
|
1.1
|
%
|
1,409
|
|
8.4
|
%
|
|||
Non-operating income
|
(494
|
)
|
—
|
%
|
(330
|
)
|
—
|
%
|
164
|
|
49.7
|
%
|
|||
Income before income taxes
|
142,640
|
|
7.1
|
%
|
108,599
|
|
7.0
|
%
|
34,041
|
|
31.3
|
%
|
|||
Provision for taxes
|
40,283
|
|
2.0
|
%
|
37,269
|
|
2.4
|
%
|
3,014
|
|
8.1
|
%
|
|||
Net income
|
$
|
102,357
|
|
5.1
|
%
|
$
|
71,330
|
|
4.6
|
%
|
$
|
31,027
|
|
43.5
|
%
|
|
|
|
|
|
|
|
|||||||||
Diluted income per share
|
$
|
3.22
|
|
|
$
|
2.32
|
|
|
$
|
0.90
|
|
38.8
|
%
|
||
Diluted average shares outstanding
|
31,814
|
|
|
30,766
|
|
|
1,048
|
|
3.4
|
%
|
(1)
|
Percentages may not add due to rounding differences.
|
|
Year Ended
|
||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
Interest expense
|
18,246
|
|
|
16,837
|
|
||
Provision for income taxes
|
40,283
|
|
|
37,269
|
|
||
Depreciation
|
9,849
|
|
|
7,315
|
|
||
Amortization
|
9,328
|
|
|
24,660
|
|
||
EBITDA
|
180,063
|
|
|
157,411
|
|
||
Postretirement health care benefit income
|
—
|
|
|
(24,796
|
)
|
||
Transaction costs
|
2,177
|
|
|
6,592
|
|
||
Non-operating income
|
(494
|
)
|
|
(330
|
)
|
||
Adjusted EBITDA
|
$
|
181,746
|
|
|
$
|
138,877
|
|
Motorhome
|
Year Ended
|
|
|
|||||||||||||||
(In thousands, except units)
|
August 25,
2018 |
% of Revenue
|
|
August 26,
2017 |
% of Revenue
|
|
Increase
(Decrease)
|
%
Change
|
||||||||||
Net revenues
|
$
|
860,675
|
|
|
|
$
|
853,360
|
|
|
|
$
|
7,315
|
|
0.9
|
%
|
|||
Adjusted EBITDA
|
35,508
|
|
4.1
|
%
|
|
56,518
|
|
6.6
|
%
|
|
(21,010
|
)
|
(37.2
|
)%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Unit deliveries
|
August 25,
2018 |
Product
Mix %
(1)
|
|
August 26,
2017 |
Product
Mix %
(1)
|
|
Increase
(Decrease)
|
%
Change
|
||||||||||
Class A
|
2,997
|
|
31.4
|
%
|
|
3,182
|
|
34.4
|
%
|
|
(185
|
)
|
(5.8
|
)%
|
||||
Class B
|
2,012
|
|
21.1
|
%
|
|
1,541
|
|
16.6
|
%
|
|
471
|
|
30.6
|
%
|
||||
Class C
|
4,539
|
|
47.5
|
%
|
|
4,537
|
|
49.0
|
%
|
|
2
|
|
—
|
%
|
||||
Total Motorhome
|
9,548
|
|
100.0
|
%
|
|
9,260
|
|
100.0
|
%
|
|
288
|
|
3.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Motorhome average selling price ("ASP")
|
$
|
89,879
|
|
|
|
$
|
91,759
|
|
|
|
$
|
(1,880
|
)
|
(2.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
As Of
|
|
|
||||||||||||
Backlog
(2)
|
|
|
|
August 25,
2018 |
August 26,
2017 |
|
Increase
|
%
Change
|
||||||||||
Units
|
|
|
|
1,693
|
|
1,293
|
|
|
400
|
|
30.9
|
%
|
||||||
Dollars
|
|
|
|
$
|
157,554
|
|
$
|
122,142
|
|
|
$
|
35,412
|
|
29.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||||||
Dealer Inventory
|
|
|
|
|
|
|
|
|
||||||||||
Units
|
|
|
|
4,620
|
|
4,282
|
|
|
338
|
|
7.9
|
%
|
(1)
|
Percentages may not add due to rounding differences.
|
(2)
|
We include in our backlog all accepted orders from dealers to generally be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.
|
Towable
|
Year Ended
|
|
|
|||||||||||||||
(In thousands, except units)
|
August 25,
2018 |
% of Revenue
|
|
August 26,
2017 |
% of Revenue
|
|
Increase
|
%
Change
|
||||||||||
Net revenues
|
$
|
1,127,723
|
|
|
|
$
|
685,197
|
|
|
|
$
|
442,526
|
|
64.6
|
%
|
|||
Adjusted EBITDA
|
157,010
|
|
13.9
|
%
|
|
89,734
|
|
13.1
|
%
|
|
67,276
|
|
75.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Unit deliveries
|
August 25,
2018 |
Product
Mix %
(1)
|
|
August 26,
2017 |
Product
Mix %
(1)
|
|
Increase
|
%
Change
|
||||||||||
Travel trailer
|
22,360
|
|
61.1
|
%
|
|
13,650
|
|
60.7
|
%
|
|
8,710
|
|
63.8
|
%
|
||||
Fifth wheel
|
14,229
|
|
38.9
|
%
|
|
8,824
|
|
39.3
|
%
|
|
5,405
|
|
61.3
|
%
|
||||
Total Towable
|
36,589
|
|
100.0
|
%
|
|
22,474
|
|
100.0
|
%
|
|
14,115
|
|
62.8
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Towable ASP
|
30,941
|
|
|
|
30,571
|
|
|
|
370
|
|
1.2
|
%
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
As Of
|
|
|
||||||||||||
Backlog
(2)
|
|
|
|
August 25,
2018 |
August 26,
2017 |
|
(Decrease) Increase
|
%
Change
|
||||||||||
Units
|
|
|
|
7,651
|
|
8,001
|
|
|
(350
|
)
|
(4.4
|
)%
|
||||||
Dollars
|
|
|
|
$
|
244,854
|
|
$
|
229,706
|
|
|
$
|
15,148
|
|
6.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||||||
Dealer Inventory
|
|
|
|
|
|
|
|
|
||||||||||
Units
|
|
|
|
14,877
|
|
9,545
|
|
|
5,332
|
|
55.9
|
%
|
(1)
|
Percentages may not add due to rounding differences.
|
(2)
|
We include in our backlog all accepted orders from dealers to generally be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.
|
|
Year Ended
|
||||||||||||||
(In thousands, except percent and per share data)
|
August 26,
2017 |
% of
Revenues
(1)
|
August 27,
2016 |
% of
Revenues
(1)
|
Increase
(Decrease)
|
%
Change
|
|||||||||
Net revenues
|
$
|
1,547,119
|
|
100.0
|
%
|
$
|
975,226
|
|
100.0
|
%
|
$
|
571,893
|
|
58.6
|
%
|
Cost of goods sold
|
1,324,542
|
|
85.6
|
%
|
862,577
|
|
88.4
|
%
|
461,965
|
|
53.6
|
%
|
|||
Gross profit
|
222,577
|
|
14.4
|
%
|
112,649
|
|
11.6
|
%
|
109,928
|
|
97.6
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Selling
|
35,668
|
|
2.3
|
%
|
19,823
|
|
2.0
|
%
|
15,845
|
|
79.9
|
%
|
|||
General and administrative
|
55,347
|
|
3.6
|
%
|
33,209
|
|
3.4
|
%
|
22,138
|
|
66.7
|
%
|
|||
Postretirement health care benefit income
|
(24,796
|
)
|
(1.6
|
)%
|
(6,124
|
)
|
(0.6
|
)%
|
18,672
|
|
304.9
|
%
|
|||
Transaction costs
|
6,592
|
|
0.4
|
%
|
—
|
|
—
|
%
|
6,592
|
|
—
|
%
|
|||
Amortization of intangible assets
|
24,660
|
|
1.6
|
%
|
—
|
|
—
|
%
|
24,660
|
|
—
|
%
|
|||
Total general and administrative
|
61,803
|
|
4.0
|
%
|
27,085
|
|
2.8
|
%
|
34,718
|
|
128.2
|
%
|
|||
Total SG&A
|
97,471
|
|
6.3
|
%
|
46,908
|
|
4.8
|
%
|
50,563
|
|
107.8
|
%
|
|||
|
|
|
|
|
|
|
|||||||||
Operating income
|
125,106
|
|
8.1
|
%
|
65,741
|
|
6.7
|
%
|
59,365
|
|
90.3
|
%
|
|||
Interest expense
|
16,837
|
|
1.1
|
%
|
—
|
|
—
|
%
|
16,837
|
|
100.0
|
%
|
|||
Non-operating income
|
(330
|
)
|
—
|
%
|
(457
|
)
|
—
|
%
|
(127
|
)
|
(27.8
|
)%
|
|||
Income before income taxes
|
108,599
|
|
7.0
|
%
|
66,198
|
|
6.8
|
%
|
42,401
|
|
64.1
|
%
|
|||
Provision for taxes
|
37,269
|
|
2.4
|
%
|
20,702
|
|
2.1
|
%
|
16,567
|
|
80.0
|
%
|
|||
Net income
|
$
|
71,330
|
|
4.6
|
%
|
$
|
45,496
|
|
4.7
|
%
|
$
|
25,834
|
|
56.8
|
%
|
|
|
|
|
|
|
|
|||||||||
Diluted income per share
|
$
|
2.32
|
|
|
$
|
1.68
|
|
|
$
|
0.64
|
|
38.0
|
%
|
||
Diluted average shares outstanding
|
30,766
|
|
|
27,033
|
|
|
3,733
|
|
13.8
|
%
|
(1)
|
Percentages may not add due to rounding differences.
|
•
|
Total variable costs (materials, direct labor, variable overhead, delivery expense, and warranty), as a percent of net revenues, decreased to 81.2% from 83.2% primarily due to a higher proportion of Towable revenue as the Towable segment operates at a higher gross profit rate. Also, improvement in Towable segment material efficiency and purchasing synergies reduced costs as a percent of net revenue. Finally, improvement in the Towable segment margin was partially offset by margin pressure in the Motorhome segment due in part to the ramp up of the Junction City, Oregon production facility.
|
•
|
Fixed overhead (manufacturing support labor, depreciation, and facility costs) and engineering-related costs were lower at 4.5% of net revenues compared to 5.2% in the prior year due mainly to a higher proportion of Towable revenue that operates at a lower fixed cost per unit.
|
•
|
All factors considered, gross profit increased from 11.6% to 14.4% of net revenues.
|
|
Year Ended
|
||||||
(In thousands)
|
August 26, 2017
|
|
August 27, 2016
|
||||
Net income
|
$
|
71,330
|
|
|
$
|
45,496
|
|
Interest expense
|
16,837
|
|
|
—
|
|
||
Provision for income taxes
|
37,269
|
|
|
20,702
|
|
||
Depreciation
|
7,315
|
|
|
5,745
|
|
||
Amortization
|
24,660
|
|
|
—
|
|
||
EBITDA
|
157,411
|
|
|
71,943
|
|
||
Postretirement health care benefit income
|
(24,796
|
)
|
|
(6,124
|
)
|
||
Legal settlement
|
—
|
|
|
(3,400
|
)
|
||
Transaction costs
|
6,592
|
|
|
355
|
|
||
Non-operating income
|
(330
|
)
|
|
(457
|
)
|
||
Adjusted EBITDA
|
$
|
138,877
|
|
|
$
|
62,317
|
|
Motorhome
|
Year Ended
|
|
|
|||||||||||||||
|
August 26,
2017 |
% of Revenue
|
|
August 27,
2016 |
% of Revenue
|
|
Decrease
|
%
Change
|
||||||||||
Net revenues
|
$
|
853,360
|
|
|
|
$
|
881,363
|
|
|
|
$
|
(28,003
|
)
|
(3.2
|
)%
|
|||
Adjusted EBITDA
|
56,518
|
|
6.6
|
%
|
|
66,127
|
|
7.5
|
%
|
|
(9,609
|
)
|
(14.5
|
)%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Unit deliveries
|
August 26,
2017 |
Product
Mix %
(1)
|
|
August 27,
2016 |
Product
Mix %
(1)
|
|
Increase
(Decrease)
|
%
Change
|
||||||||||
Class A
|
3,182
|
|
34.4
|
%
|
|
2,925
|
|
31.4
|
%
|
|
257
|
|
8.8
|
%
|
||||
Class B
|
1,541
|
|
16.6
|
%
|
|
1,239
|
|
13.3
|
%
|
|
302
|
|
24.4
|
%
|
||||
Class C
|
4,537
|
|
49.0
|
%
|
|
5,143
|
|
55.3
|
%
|
|
(606
|
)
|
(11.8
|
)%
|
||||
Total Motorhome
|
9,260
|
|
100.0
|
%
|
|
9,307
|
|
100.0
|
%
|
|
(47
|
)
|
(0.5
|
)%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Motorhome ASP
|
$
|
91,759
|
|
|
|
$
|
93,116
|
|
|
|
$
|
(1,357
|
)
|
(1.5
|
)%
|
|||
|
|
|
|
As Of
|
|
|
||||||||||||
Backlog
(2)
|
|
|
|
August 26,
2017 |
August 27,
2016 |
|
Increase (Decrease)
|
%
Change
|
||||||||||
Units
|
|
|
|
1,293
|
|
1,139
|
|
|
154
|
|
13.5
|
%
|
||||||
Dollars
|
|
|
|
$
|
122,142
|
|
$
|
107,621
|
|
|
$
|
14,521
|
|
13.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||||||
Dealer Inventory
|
|
|
|
|
|
|
|
|
||||||||||
Units
|
|
|
|
4,282
|
|
4,345
|
|
|
(63
|
)
|
(1.4
|
)%
|
(1)
|
Percentages may not add due to rounding differences.
|
(2)
|
We include in our backlog all accepted orders from dealers to generally be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.
|
Towable
|
Year Ended
|
|
|
|||||||||||||||
|
August 26,
2017 |
% of Revenue
|
|
August 27,
2016 |
% of Revenue
|
|
Increase
|
%
Change
|
||||||||||
Net revenues
|
$
|
685,197
|
|
|
|
$
|
89,412
|
|
|
|
$
|
595,785
|
|
666.3
|
%
|
|||
Adjusted EBITDA
|
89,734
|
|
13.1
|
%
|
|
1,721
|
|
1.9
|
%
|
|
88,013
|
|
5,114.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Unit deliveries
|
August 26,
2017 |
Product
Mix %
(1)
|
|
August 27,
2016 |
Product
Mix %
(1)
|
|
Increase
|
%
Change
|
||||||||||
Travel trailer
|
13,650
|
|
60.7
|
%
|
|
3,613
|
|
86.0
|
%
|
|
10,037
|
|
277.8
|
%
|
||||
Fifth wheel
|
8,824
|
|
39.3
|
%
|
|
586
|
|
14.0
|
%
|
|
8,238
|
|
1,405.8
|
%
|
||||
Total Towable
|
22,474
|
|
100.0
|
%
|
|
4,199
|
|
100.0
|
%
|
|
18,275
|
|
435.2
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Towable ASP
|
30,571
|
|
|
|
21,322
|
|
|
|
9,249
|
|
43.4
|
%
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
As Of
|
|
|
||||||||||||
Backlog
(2)
|
|
|
|
August 26,
2017 |
August 27,
2016 |
|
Increase
|
%
Change
|
||||||||||
Units
|
|
|
|
8,001
|
|
492
|
|
|
7,509
|
|
1,526.2
|
%
|
||||||
Dollars
|
|
|
|
$
|
229,706
|
|
$
|
8,420
|
|
|
$
|
221,286
|
|
2,628.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||||||
Dealer Inventory
|
|
|
|
|
|
|
|
|
||||||||||
Units
|
|
|
|
9,545
|
|
2,156
|
|
|
7,389
|
|
342.7
|
%
|
(1)
|
Percentages may not add due to rounding differences.
|
(2)
|
We include in our backlog all accepted orders from dealers to generally be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
83,346
|
|
|
$
|
97,127
|
|
|
$
|
52,746
|
|
Investing activities
|
(111,761
|
)
|
|
(405,385
|
)
|
|
(23,392
|
)
|
|||
Financing activities
|
(5,188
|
)
|
|
258,620
|
|
|
(14,010
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(33,603
|
)
|
|
$
|
(49,638
|
)
|
|
$
|
15,344
|
|
|
Payments Due By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal
2019
|
Fiscal
2020-2021
|
Fiscal
2022-2023
|
More than
5 Years
|
||||||||||
ABL
(1)(7)
|
$
|
38,532
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Term loan
(2)
|
260,000
|
|
—
|
|
25,250
|
|
234,750
|
|
—
|
|
|||||
Interest at variable rate
(3)
|
72,313
|
|
10,016
|
|
20,032
|
|
20,032
|
|
22,233
|
|
|||||
Net swap payments
(4)
|
8,266
|
|
2,068
|
|
3,707
|
|
2,344
|
|
147
|
|
|||||
Deferred compensation obligations
(5)
|
18,496
|
|
3,214
|
|
6,092
|
|
4,862
|
|
4,328
|
|
|||||
Operating leases
(6)
|
16,463
|
|
2,700
|
|
4,794
|
|
4,928
|
|
4,041
|
|
|||||
Contracted services
|
5,574
|
|
2,846
|
|
2,433
|
|
295
|
|
—
|
|
|||||
Unrecognized tax benefits
(7)
|
1,745
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
421,389
|
|
$
|
20,844
|
|
$
|
62,308
|
|
$
|
267,211
|
|
$
|
30,749
|
|
|
Expiration By Period
|
||||||||||||||
(In thousands)
|
Total
|
Fiscal
2019
|
Fiscal
2020-2021
|
Fiscal
2022-2023
|
More than
5 Years
|
||||||||||
Contingent repurchase obligations
(6)
|
$
|
878,989
|
|
$
|
815,704
|
|
$
|
63,285
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
As of
August 25, 2018
, we had
$38.5 million
in borrowings under our ABL. Borrowings and repayments are expected to fluctuate over the term.
|
(2)
|
As of
August 25, 2018
, we had
$260.0 million
outstanding under our Term Loan that matures on November 8, 2023. The contractual principal payments are included in the table. Additional principal payments are potentially due annually on a formula based on excess cash flow and the leverage ratio at that time as defined in the Credit Agreement. No amounts for this contingency are included in the above table.
|
(3)
|
The Term Loan is at a variable rate and the interest in the table assumes the variable rate of
5.8%
at
August 25, 2018
is constant through the maturity dates of the debt and the principal payments on the term debt are made as scheduled. The variable rate is subject to change. For example, a 1.0% change in Term Loan rates for Fiscal 2018, would change the interest expense by $2.5 million. Additionally, included in interest payments due by period is a 0.25% - 0.375% commitment fee on the ABL for unused borrowings, which are assumed to be at $125.0 million. In addition to interest assumed to be paid, non-cash amortization of debt issuance costs will also be recorded within interest expense on the Consolidated Statements of Income and Comprehensive Income in future periods.
|
(4)
|
We have an interest rate swap agreement with a notional amount of
$170.0 million
as of
August 25, 2018
that decreases to
$120.0 million
on December 8, 2018, to
$60.0 million
on December 8, 2019, and expires on December 8, 2020. We pay a fixed rate at
1.82%
, and receive a floating rate that was
2.3%
at
August 25, 2018
. In the table, we have assumed the floating rate will be constant through the expiration of the interest rate swap when calculating the net swap payments. The variable rate is subject to change. For example, a 1.0% increase in the floating rate for Fiscal 2018 would decrease the payments noted in footnote 3 by $2.1 million.
|
(5)
|
See Note 10,
Employee and Retiree Benefits
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K.
|
(6)
|
See Note 11,
Contingent Liabilities and Commitments
, of the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of this Annual Report on Form 10-K.
|
(7)
|
We are not able to reasonably estimate in which future periods these amounts will ultimately be settled.
|
•
|
Qualitative evaluation - Performed to determine whether it is more likely than not that the carrying value of goodwill or the trade name exceeds the fair value of the asset. During our qualitative assessment, we make significant estimates, assumptions, and judgments, including, but not limited to, the macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the Company and the reporting units, changes in our share price, and relevant company-specific events. If we determine that it is more likely than not that the carrying value of goodwill exceeds the fair value of goodwill, we perform the quantitative test to determine the amount of the impairment.
|
•
|
Quantitative test - Used to calculate the fair value of goodwill or the trade name. If the carrying value of goodwill or the trade name exceeds the fair value of the asset, the impairment is calculated as the difference between the carrying value and fair value. Our goodwill fair value model uses a blend of the income (discounted future cash flow) and market (guideline public company) approaches, which includes the use of significant unobservable inputs (Level 3 inputs). Our trade name fair value model uses the income (relief-from-royalty) approach, which includes the use of significant unobservable inputs (Level 3 inputs). During these valuations, we make significant estimates, assumptions, and judgments, including, current and projected future levels of income based on management’s plans, business trends, market and economic conditions, and market-participant considerations.
|
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/ Bryan L. Hughes
|
Michael J. Happe
|
|
Bryan L. Hughes
|
President, Chief Executive Officer
|
|
Vice President, Chief Financial Officer
|
|
|
|
October 18, 2018
|
|
October 18, 2018
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Net revenues
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
|
$
|
975,226
|
|
Cost of goods sold
|
1,716,993
|
|
|
1,324,542
|
|
|
862,577
|
|
|||
Gross profit
|
299,836
|
|
|
222,577
|
|
|
112,649
|
|
|||
Selling, general, and administrative expense ("SG&A"):
|
|
|
|
|
|
||||||
Selling
|
49,850
|
|
|
35,668
|
|
|
19,823
|
|
|||
General and administrative
|
78,089
|
|
|
55,347
|
|
|
33,209
|
|
|||
Postretirement health care benefit income
|
—
|
|
|
(24,796
|
)
|
|
(6,124
|
)
|
|||
Transaction costs
|
2,177
|
|
|
6,592
|
|
|
—
|
|
|||
Amortization of intangible assets
|
9,328
|
|
|
24,660
|
|
|
—
|
|
|||
Total SG&A
|
139,444
|
|
|
97,471
|
|
|
46,908
|
|
|||
Operating income
|
160,392
|
|
|
125,106
|
|
|
65,741
|
|
|||
Interest expense
|
18,246
|
|
|
16,837
|
|
|
—
|
|
|||
Non-operating income
|
(494
|
)
|
|
(330
|
)
|
|
(457
|
)
|
|||
Income before income taxes
|
142,640
|
|
|
108,599
|
|
|
66,198
|
|
|||
Provision for income taxes
|
40,283
|
|
|
37,269
|
|
|
20,702
|
|
|||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
$
|
45,496
|
|
|
|
|
|
|
|
||||||
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.24
|
|
|
$
|
2.33
|
|
|
$
|
1.69
|
|
Diluted
|
$
|
3.22
|
|
|
$
|
2.32
|
|
|
$
|
1.68
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
31,596
|
|
|
30,648
|
|
|
26,925
|
|
|||
Diluted
|
31,814
|
|
|
30,766
|
|
|
27,033
|
|
|||
|
|
|
|
|
|
||||||
Dividends paid per common share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
$
|
45,496
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Amortization of prior service credit
(net of tax of $0, $15,409, and $2,947) |
—
|
|
|
(25,035
|
)
|
|
(4,788
|
)
|
|||
Amortization of net actuarial loss
(net of tax of $11, $5,976, and $621) |
27
|
|
|
9,705
|
|
|
1,010
|
|
|||
Increase in actuarial loss
(net of tax of $0, $35, and $415) |
—
|
|
|
(57
|
)
|
|
(674
|
)
|
|||
Plan amendment
(net of tax of $0, $2,402, and $10,895) |
—
|
|
|
3,903
|
|
|
17,701
|
|
|||
Change in fair value of interest rate swap
(net of tax of $840, $314, and $0) |
1,947
|
|
|
(514
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
1,974
|
|
|
(11,998
|
)
|
|
13,249
|
|
|||
Comprehensive income
|
$
|
104,331
|
|
|
$
|
59,332
|
|
|
$
|
58,745
|
|
(In thousands, except per share data)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,342
|
|
|
$
|
35,945
|
|
Receivables, less allowance for doubtful accounts ($197 and $183, respectively)
|
164,585
|
|
|
124,539
|
|
||
Inventories
|
195,128
|
|
|
142,265
|
|
||
Prepaid expenses and other assets
|
9,883
|
|
|
11,388
|
|
||
Total current assets
|
371,938
|
|
|
314,137
|
|
||
Property, plant, and equipment, net
|
101,193
|
|
|
71,560
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
274,370
|
|
|
242,728
|
|
||
Other intangible assets, net
|
265,717
|
|
|
228,440
|
|
||
Investment in life insurance
|
28,297
|
|
|
27,418
|
|
||
Deferred income taxes
|
—
|
|
|
12,736
|
|
||
Other assets
|
10,290
|
|
|
5,493
|
|
||
Total assets
|
$
|
1,051,805
|
|
|
$
|
902,512
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
81,039
|
|
|
$
|
79,194
|
|
Current maturities of long-term debt
|
—
|
|
|
2,850
|
|
||
Income taxes payable
|
15,655
|
|
|
7,450
|
|
||
Accrued expenses:
|
|
|
|
||||
Accrued compensation
|
29,350
|
|
|
24,546
|
|
||
Product warranties
|
40,498
|
|
|
30,805
|
|
||
Self-insurance
|
12,262
|
|
|
6,122
|
|
||
Promotional
|
11,017
|
|
|
6,560
|
|
||
Accrued interest
|
3,095
|
|
|
3,128
|
|
||
Other
|
11,269
|
|
|
6,503
|
|
||
Total current liabilities
|
204,185
|
|
|
167,158
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt, less current maturities
|
291,441
|
|
|
271,726
|
|
||
Deferred income taxes
|
4,457
|
|
|
—
|
|
||
Unrecognized tax benefits
|
1,745
|
|
|
1,606
|
|
||
Deferred compensation benefits, net of current portion
|
15,282
|
|
|
19,270
|
|
||
Other
|
250
|
|
|
1,078
|
|
||
Total non-current liabilities
|
313,175
|
|
|
293,680
|
|
||
Contingent liabilities and commitments (Note 11)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, par value $0.01: Authorized-10,000 shares; Issued-none
|
—
|
|
|
—
|
|
||
Common stock, par value $0.50: Authorized-60,000 shares; Issued-51,776 shares
|
25,888
|
|
|
25,888
|
|
||
Additional paid-in capital
|
86,223
|
|
|
80,401
|
|
||
Retained earnings
|
768,816
|
|
|
679,138
|
|
||
Accumulated other comprehensive income (loss)
|
892
|
|
|
(1,023
|
)
|
||
Treasury stock, at cost: 20,243 and 20,183 shares, respectively
|
(347,374
|
)
|
|
(342,730
|
)
|
||
Total stockholders' equity
|
534,445
|
|
|
441,674
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,051,805
|
|
|
$
|
902,512
|
|
(In thousands,
except per share data)
|
Common Shares
|
Additional Paid-In Capital ("APIC")
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
|||||||||||||||||||
Balance, August 29, 2015
|
51,776
|
|
$
|
25,888
|
|
$
|
32,018
|
|
$
|
585,941
|
|
$
|
(2,274
|
)
|
(24,825
|
)
|
$
|
(420,610
|
)
|
$
|
220,963
|
|
Creation 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
|
|
||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(163
|
)
|
(3,066
|
)
|
(3,066
|
)
|
||||||
Cash dividends paid 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
|
|
Creation of APIC pool due to stock award
|
—
|
|
—
|
|
470
|
|
—
|
|
—
|
|
—
|
|
—
|
|
470
|
|
||||||
Issuance of restricted stock
|
—
|
|
—
|
|
(1,821
|
)
|
—
|
|
—
|
|
155
|
|
2,629
|
|
808
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
2,830
|
|
—
|
|
—
|
|
5
|
|
78
|
|
2,908
|
|
||||||
Issuance of stock for acquisition
|
—
|
|
—
|
|
46,205
|
|
|
|
4,586
|
|
77,861
|
|
124,066
|
|
||||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(54
|
)
|
(1,531
|
)
|
(1,531
|
)
|
||||||
Cash dividends paid on common stock; $0.40 per share
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
||||||
Prior service cost and actuarial loss, net of $9,468 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(15,387
|
)
|
—
|
|
—
|
|
(15,387
|
)
|
||||||
Plan amendment, net of $2,402 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
3,903
|
|
—
|
|
—
|
|
3,903
|
|
||||||
Change in fair value of interest rate swap, net of $314 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(514
|
)
|
—
|
|
—
|
|
(514
|
)
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
71,330
|
|
—
|
|
—
|
|
—
|
|
71,330
|
|
||||||
Balance, August 26, 2017
|
51,776
|
|
$
|
25,888
|
|
$
|
80,401
|
|
$
|
679,138
|
|
$
|
(1,023
|
)
|
(20,183
|
)
|
$
|
(342,730
|
)
|
$
|
441,674
|
|
Issuance of restricted stock
|
—
|
|
—
|
|
(1,625
|
)
|
—
|
|
—
|
|
101
|
|
1,712
|
|
87
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
7,406
|
|
—
|
|
—
|
|
5
|
|
78
|
|
7,484
|
|
||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(169
|
)
|
(6,481
|
)
|
(6,481
|
)
|
||||||
Issuance of stock under ESPP
|
—
|
|
—
|
|
41
|
|
—
|
|
—
|
|
3
|
|
47
|
|
88
|
|
||||||
Cash dividends paid on common stock; $0.40 per share
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
||||||
Actuarial loss, net of $11 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
27
|
|
—
|
|
—
|
|
27
|
|
||||||
Change in fair value of interest rate swap, net of $840 tax
|
—
|
|
—
|
|
—
|
|
—
|
|
1,947
|
|
—
|
|
—
|
|
1,947
|
|
||||||
Reclassification of tax effects
|
—
|
|
—
|
|
—
|
|
59
|
|
(59
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
102,357
|
|
—
|
|
—
|
|
—
|
|
102,357
|
|
||||||
Balance, August 25, 2018
|
51,776
|
|
$
|
25,888
|
|
$
|
86,223
|
|
$
|
768,816
|
|
$
|
892
|
|
(20,243
|
)
|
$
|
(347,374
|
)
|
$
|
534,445
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
$
|
45,496
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
9,849
|
|
|
7,315
|
|
|
5,745
|
|
|||
Amortization of intangible assets
|
9,328
|
|
|
24,660
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
2,206
|
|
|
1,596
|
|
|
—
|
|
|||
Last-in, first-out expense
|
3,344
|
|
|
1,722
|
|
|
1,153
|
|
|||
Stock-based compensation
|
7,434
|
|
|
2,977
|
|
|
3,293
|
|
|||
Deferred income taxes
|
5,784
|
|
|
8,360
|
|
|
2,233
|
|
|||
Deferred compensation expense and postretirement benefit income
|
1,201
|
|
|
(23,379
|
)
|
|
(4,292
|
)
|
|||
Other, net
|
(995
|
)
|
|
(1,257
|
)
|
|
(935
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(37,739
|
)
|
|
(25,136
|
)
|
|
564
|
|
|||
Inventories
|
(46,429
|
)
|
|
(6,165
|
)
|
|
(11,510
|
)
|
|||
Prepaid expenses and other assets
|
2,353
|
|
|
(2,461
|
)
|
|
653
|
|
|||
Accounts payable
|
(1,278
|
)
|
|
23,778
|
|
|
10,977
|
|
|||
Income taxes and unrecognized tax benefits
|
7,939
|
|
|
7,045
|
|
|
85
|
|
|||
Accrued expenses and other liabilities
|
21,084
|
|
|
9,919
|
|
|
3,276
|
|
|||
Deferred compensation and postretirement benefits
|
(3,092
|
)
|
|
(3,177
|
)
|
|
(3,992
|
)
|
|||
Net cash provided by operating activities
|
83,346
|
|
|
97,127
|
|
|
52,746
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(28,668
|
)
|
|
(13,993
|
)
|
|
(24,551
|
)
|
|||
Proceeds from the sale of property
|
338
|
|
|
223
|
|
|
18
|
|
|||
Acquisition of business, net of cash acquired
|
(81,200
|
)
|
|
(392,473
|
)
|
|
—
|
|
|||
Other, net
|
(2,231
|
)
|
|
858
|
|
|
1,141
|
|
|||
Net cash used in investing activities
|
(111,761
|
)
|
|
(405,385
|
)
|
|
(23,392
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings on credit agreement
|
221,133
|
|
|
366,400
|
|
|
—
|
|
|||
Repayments of credit agreement
|
(206,601
|
)
|
|
(82,400
|
)
|
|
—
|
|
|||
Payments of cash dividends
|
(12,738
|
)
|
|
(12,738
|
)
|
|
(10,891
|
)
|
|||
Payments for repurchases of common stock
|
(6,481
|
)
|
|
(1,530
|
)
|
|
(3,066
|
)
|
|||
Payments of debt issuance costs
|
(589
|
)
|
|
(11,020
|
)
|
|
—
|
|
|||
Other, net
|
88
|
|
|
(92
|
)
|
|
(53
|
)
|
|||
Net cash (used in) provided by financing activities
|
(5,188
|
)
|
|
258,620
|
|
|
(14,010
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(33,603
|
)
|
|
(49,638
|
)
|
|
15,344
|
|
|||
Cash and cash equivalents at beginning of year
|
35,945
|
|
|
85,583
|
|
|
70,239
|
|
|||
Cash and cash equivalents at end of year
|
$
|
2,342
|
|
|
$
|
35,945
|
|
|
$
|
85,583
|
|
Supplemental cash flow disclosure:
|
|
|
|
|
|
||||||
Income taxes paid, net
|
$
|
26,436
|
|
|
$
|
21,421
|
|
|
$
|
18,449
|
|
Interest paid
|
$
|
16,565
|
|
|
$
|
11,893
|
|
|
$
|
—
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Issuance of Winnebago common stock for acquisition of business
|
$
|
—
|
|
|
$
|
124,066
|
|
|
$
|
—
|
|
Capital expenditures in accounts payable
|
$
|
698
|
|
|
$
|
1,021
|
|
|
$
|
903
|
|
Asset Class
|
Asset Life
|
Buildings
|
8-45 years
|
Machinery and equipment
|
1-15 years
|
Software
|
1-10 years
|
Transportation equipment
|
3-6 years
|
(In thousands, except shares)
|
November 8, 2016
|
||
Cash
|
$
|
396,442
|
|
Winnebago shares: 4,586,555 at $27.05 per share
|
124,066
|
|
|
Total
|
$
|
520,508
|
|
(In thousands)
|
November 8, 2016
|
||
Cash
|
$
|
1,748
|
|
Accounts receivable
|
32,834
|
|
|
Inventories
|
15,300
|
|
|
Prepaid expenses and other assets
|
3,037
|
|
|
Property, plant, and equipment
|
8,998
|
|
|
Goodwill
|
243,456
|
|
|
Other intangible assets
|
253,100
|
|
|
Total assets acquired
|
558,473
|
|
|
|
|
||
Accounts payable
|
11,163
|
|
|
Accrued compensation
|
3,615
|
|
|
Product warranties
|
12,904
|
|
|
Promotional
|
3,976
|
|
|
Other
|
1,496
|
|
|
Deferred tax liabilities
|
4,811
|
|
|
Total liabilities assumed
|
37,965
|
|
|
|
|
||
Total purchase price
|
$
|
520,508
|
|
|
Year Ended
|
||||||
(In thousands)
|
August 25, 2018
|
|
|
August 26, 2017
|
|||
Net revenues
|
$
|
969,362
|
|
|
$
|
559,664
|
|
Operating income
|
129,123
|
|
|
54,188
|
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 25, 2018
|
|
August 26, 2017
(1)
|
|
August 27, 2016
|
||||||
Net revenues
|
$
|
2,016,829
|
|
|
$
|
1,642,786
|
|
|
$
|
1,402,897
|
|
Net income
|
102,465
|
|
|
91,163
|
|
|
48,357
|
|
|||
Income per share - basic
|
3.24
|
|
|
2.89
|
|
|
1.53
|
|
|||
Income per share - diluted
|
3.22
|
|
|
2.88
|
|
|
1.53
|
|
(1)
|
Net income and income per share include the increased benefit of $16.3 million, net of tax, associated with the termination of the postretirement health care plan in Fiscal 2017.
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Amortization of intangibles (1 year or less useful life)
(1)
|
$
|
(122
|
)
|
|
$
|
(18,751
|
)
|
|
$
|
18,871
|
|
Increase in amortization of intangibles
(1)
|
—
|
|
|
1,551
|
|
|
7,733
|
|
|||
Expenses related to business combination (transaction costs)
(2)
|
(50
|
)
|
|
(6,649
|
)
|
|
6,649
|
|
|||
Interest to reflect new debt structure
(3)
|
—
|
|
|
3,672
|
|
|
19,622
|
|
|||
Taxes related to the adjustments to the pro forma data and to the income of Grand Design
|
64
|
|
|
11,648
|
|
|
1,680
|
|
(1)
|
Refer to Note 7,
Goodwill and Intangible Assets
, for additional information on the intangible assets recorded as a result of the acquisition.
|
(2)
|
Pro forma transaction costs include
$0.1 million
incurred by Grand Design prior to the acquisition.
|
(3)
|
Refer to Note 9,
Long-Term Debt
, for additional information on the new debt structure as a result of the acquisition.
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Net revenues
|
|
|
|
|
|
||||||
Motorhome
|
$
|
860,675
|
|
|
$
|
853,360
|
|
|
$
|
881,363
|
|
Towable
|
1,127,723
|
|
|
685,197
|
|
|
89,412
|
|
|||
Corporate / All Other
|
28,431
|
|
|
8,562
|
|
|
4,451
|
|
|||
Consolidated
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
|
$
|
975,226
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
||||||
Motorhome
|
$
|
35,508
|
|
|
$
|
56,518
|
|
|
$
|
66,127
|
|
Towable
|
157,010
|
|
|
89,734
|
|
|
1,721
|
|
|||
Corporate / All Other
|
(10,772
|
)
|
|
(7,375
|
)
|
|
(5,531
|
)
|
|||
Consolidated
|
$
|
181,746
|
|
|
$
|
138,877
|
|
|
$
|
62,317
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Motorhome
|
$
|
9,302
|
|
|
$
|
9,563
|
|
|
$
|
23,909
|
|
Towable
|
18,460
|
|
|
4,406
|
|
|
631
|
|
|||
Corporate / All Other
|
906
|
|
|
24
|
|
|
11
|
|
|||
Consolidated
|
$
|
28,668
|
|
|
$
|
13,993
|
|
|
$
|
24,551
|
|
|
Year Ended
|
||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Total assets
|
|
|
|
||||
Motorhome
|
$
|
322,048
|
|
|
$
|
277,015
|
|
Towable
|
626,588
|
|
|
576,262
|
|
||
Corporate / All Other
|
103,169
|
|
|
49,235
|
|
||
Consolidated
|
$
|
1,051,805
|
|
|
$
|
902,512
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
$
|
45,496
|
|
Interest expense
|
18,246
|
|
|
16,837
|
|
|
—
|
|
|||
Provision for income taxes
|
40,283
|
|
|
37,269
|
|
|
20,702
|
|
|||
Depreciation
|
9,849
|
|
|
7,315
|
|
|
5,745
|
|
|||
Amortization
|
9,328
|
|
|
24,660
|
|
|
—
|
|
|||
EBITDA
|
180,063
|
|
|
157,411
|
|
|
71,943
|
|
|||
Postretirement health care benefit income
|
—
|
|
|
(24,796
|
)
|
|
(6,124
|
)
|
|||
Legal settlement
|
—
|
|
|
—
|
|
|
(3,400
|
)
|
|||
Transaction costs
|
2,177
|
|
|
6,592
|
|
|
355
|
|
|||
Non-operating income
|
(494
|
)
|
|
(330
|
)
|
|
(457
|
)
|
|||
Adjusted EBITDA
|
$
|
181,746
|
|
|
$
|
138,877
|
|
|
$
|
62,317
|
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||||||||
United States
|
$
|
1,860,613
|
|
92.3
|
%
|
|
$
|
1,445,401
|
|
93.4
|
%
|
|
$
|
940,230
|
|
96.4
|
%
|
International
|
156,216
|
|
7.7
|
%
|
|
101,718
|
|
6.6
|
%
|
|
34,996
|
|
3.6
|
%
|
|||
Total net revenues
|
$
|
2,016,829
|
|
100.0
|
%
|
|
$
|
1,547,119
|
|
100.0
|
%
|
|
$
|
975,226
|
|
100.0
|
%
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets in nonactive markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
|
Fair Value at August 25, 2018
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
$
|
1,143
|
|
|
$
|
1,114
|
|
|
$
|
29
|
|
|
$
|
—
|
|
International equity funds
|
139
|
|
|
120
|
|
|
19
|
|
|
—
|
|
||||
Fixed income funds
|
223
|
|
|
132
|
|
|
91
|
|
|
—
|
|
||||
Interest rate swap contract
|
1,959
|
|
|
—
|
|
|
1,959
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
3,464
|
|
|
$
|
1,366
|
|
|
$
|
2,098
|
|
|
$
|
—
|
|
|
Fair Value at August 26, 2017
|
|
Fair Value Measurements
Using Inputs Considered As
|
||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
$
|
1,708
|
|
|
$
|
1,671
|
|
|
$
|
37
|
|
|
$
|
—
|
|
International equity funds
|
174
|
|
|
157
|
|
|
17
|
|
|
—
|
|
||||
Fixed income funds
|
259
|
|
|
170
|
|
|
89
|
|
|
—
|
|
||||
Interest rate swap contract
|
(828
|
)
|
|
—
|
|
|
(828
|
)
|
|
—
|
|
||||
Total assets (liabilities) at fair value
|
$
|
1,313
|
|
|
$
|
1,998
|
|
|
$
|
(685
|
)
|
|
$
|
—
|
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Finished goods
|
$
|
26,513
|
|
|
$
|
16,947
|
|
Work-in-process
|
68,339
|
|
|
60,818
|
|
||
Raw materials
|
139,039
|
|
|
99,919
|
|
||
Total
|
233,891
|
|
|
177,684
|
|
||
LIFO reserve
|
(38,763
|
)
|
|
(35,419
|
)
|
||
Total inventories
|
$
|
195,128
|
|
|
$
|
142,265
|
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Land
|
$
|
6,747
|
|
|
$
|
3,914
|
|
Buildings and building improvements
|
94,622
|
|
|
73,831
|
|
||
Machinery and equipment
|
105,663
|
|
|
99,952
|
|
||
Software
|
23,388
|
|
|
17,844
|
|
||
Transportation
|
8,837
|
|
|
8,993
|
|
||
Total property, plant and equipment, gross
|
239,257
|
|
|
204,534
|
|
||
Less accumulated depreciation
|
(138,064
|
)
|
|
(132,974
|
)
|
||
Total property, plant and equipment, net
|
$
|
101,193
|
|
|
$
|
71,560
|
|
(In thousands)
|
Towable
|
|
Corporate / All Other
|
|
Total
|
||||||
Balances at August 29, 2015
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
1,228
|
|
Balances at August 27, 2016
|
1,228
|
|
|
—
|
|
|
1,228
|
|
|||
Acquisition of Grand Design
(1)
|
241,500
|
|
|
—
|
|
|
241,500
|
|
|||
Balances at August 26, 2017
|
242,728
|
|
|
—
|
|
|
242,728
|
|
|||
Grand Design purchase price adjustment
(1)
|
1,956
|
|
|
—
|
|
|
1,956
|
|
|||
Acquisition of Chris-Craft
(1)
|
—
|
|
|
29,686
|
|
|
29,686
|
|
|||
Balances at August 25, 2018
|
$
|
244,684
|
|
|
$
|
29,686
|
|
|
$
|
274,370
|
|
(1)
|
Refer to Note 2,
Business Combinations
, for additional information on the acquisitions of Grand Design and Chris-Craft.
|
|
August 25, 2018
|
|
August 26, 2017
|
||||||||||||||||
(In thousands)
|
Weighted
Average Life-
Years
|
|
Cost
|
|
Accumulated
Amortization
|
|
Weighted
Average Life- Years |
|
Cost
|
|
Accumulated
Amortization
|
||||||||
Trade name
|
Indefinite
|
|
$
|
177,250
|
|
|
|
|
Indefinite
|
|
$
|
148,000
|
|
|
|
||||
Dealer network
|
12.2
|
|
95,581
|
|
|
$
|
12,328
|
|
|
12.0
|
|
80,500
|
|
|
$
|
5,348
|
|
||
Backlog
|
0.5
|
|
19,527
|
|
|
19,135
|
|
|
0.5
|
|
18,000
|
|
|
18,000
|
|
||||
Non-compete agreements
|
4.1
|
|
5,347
|
|
|
2,084
|
|
|
4.0
|
|
4,600
|
|
|
1,116
|
|
||||
Leasehold interest-favorable
|
8.1
|
|
2,000
|
|
|
441
|
|
|
8.1
|
|
2,000
|
|
|
196
|
|
||||
Total intangible assets, gross
|
|
|
299,705
|
|
|
$
|
33,988
|
|
|
|
|
253,100
|
|
|
$
|
24,660
|
|
||
Less accumulated amortization
|
|
|
33,988
|
|
|
|
|
|
|
24,660
|
|
|
|
||||||
Total intangible assets, net
|
|
|
$
|
265,717
|
|
|
|
|
|
|
$
|
228,440
|
|
|
|
(In thousands)
|
Amount
|
||
Fiscal 2019
|
$
|
9,487
|
|
Fiscal 2020
|
9,032
|
|
|
Fiscal 2021
|
9,032
|
|
|
Fiscal 2022
|
8,405
|
|
|
Fiscal 2023
|
8,197
|
|
|
Thereafter
|
44,314
|
|
|
Total amortization expense remaining
|
$
|
88,467
|
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Balance at beginning of year
|
$
|
30,805
|
|
|
$
|
12,412
|
|
|
$
|
11,254
|
|
Business acquisitions
(1)
|
611
|
|
|
12,904
|
|
|
—
|
|
|||
Provision
|
42,377
|
|
|
31,631
|
|
|
16,503
|
|
|||
Claims paid
|
(33,295
|
)
|
|
(26,142
|
)
|
|
(15,345
|
)
|
|||
Balance at end of year
|
$
|
40,498
|
|
|
$
|
30,805
|
|
|
$
|
12,412
|
|
(1)
|
Refer to Note 2,
Business Combinations
, for additional information on the acquisitions of Grand Design and Chris-Craft.
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
ABL
|
$
|
38,532
|
|
|
$
|
—
|
|
Term Loan
|
260,000
|
|
|
284,000
|
|
||
Gross long-term debt, excluding issuance costs
|
298,532
|
|
|
284,000
|
|
||
Debt issuance cost, net
|
(7,091
|
)
|
|
(9,424
|
)
|
||
Total long-term debt
|
291,441
|
|
|
274,576
|
|
||
Less: current maturities
|
—
|
|
|
(2,850
|
)
|
||
Total long-term debt, less current maturities
|
$
|
291,441
|
|
|
$
|
271,726
|
|
(In thousands)
|
Amount
|
||
Fiscal 2019
|
$
|
—
|
|
Fiscal 2020
|
10,250
|
|
|
Fiscal 2021
|
15,000
|
|
|
Fiscal 2022
|
15,000
|
|
|
Fiscal 2023
|
219,750
|
|
|
Total long-term debt
|
$
|
260,000
|
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Non-qualified deferred compensation
|
$
|
14,831
|
|
|
$
|
16,476
|
|
Supplemental executive retirement plan
|
2,309
|
|
|
2,534
|
|
||
Executive share option plan
|
935
|
|
|
1,498
|
|
||
Executive deferred compensation plan
|
421
|
|
|
447
|
|
||
Officer stock-based compensation
|
1,528
|
|
|
1,664
|
|
||
Total deferred compensation benefits
|
20,024
|
|
|
22,619
|
|
||
Less: current portion
(1)
|
(4,742
|
)
|
|
(3,349
|
)
|
||
Long-term deferred compensation benefits
|
$
|
15,282
|
|
|
$
|
19,270
|
|
(1)
|
Included in accrued compensation in the consolidated balance sheets.
|
(In thousands)
|
August 26, 2017
|
||
Balance at beginning of year
|
$
|
6,346
|
|
Interest cost
|
29
|
|
|
Service cost
|
16
|
|
|
Net benefits paid
|
(53
|
)
|
|
Plan amendment
|
(6,338
|
)
|
|
Balance at end of year
|
$
|
—
|
|
|
Year Ended
|
||||||
(In thousands)
|
August 26, 2017
|
|
August 27, 2016
|
||||
Interest cost
|
$
|
29
|
|
|
$
|
327
|
|
Service cost
|
16
|
|
|
108
|
|
||
Amortization of prior service benefit
|
(40,444
|
)
|
|
(7,736
|
)
|
||
Amortization of net actuarial loss
|
15,648
|
|
|
1,612
|
|
||
Net periodic postretirement benefit income
|
$
|
(24,751
|
)
|
|
$
|
(5,689
|
)
|
(In thousands)
|
August 27, 2016
|
||
Prior service credit
|
$
|
(34,139
|
)
|
Net actuarial loss
|
15,648
|
|
|
Accumulated other comprehensive income
|
$
|
(18,491
|
)
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Cash value
|
$
|
63,574
|
|
|
$
|
62,824
|
|
Borrowings
|
(35,277
|
)
|
|
(35,406
|
)
|
||
Investment in life insurance
|
$
|
28,297
|
|
|
$
|
27,418
|
|
(Dollars in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Inventory repurchased:
|
|
|
|
|
|
||||||
Units
|
56
|
|
|
14
|
|
|
29
|
|
|||
Dollars
|
$
|
1,716
|
|
|
$
|
408
|
|
|
$
|
1,605
|
|
Inventory resold:
|
|
|
|
|
|
||||||
Units
|
56
|
|
|
15
|
|
|
28
|
|
|||
Cash collected
|
$
|
1,585
|
|
|
$
|
393
|
|
|
$
|
1,510
|
|
Loss recognized
|
$
|
132
|
|
|
$
|
44
|
|
|
$
|
95
|
|
Units in ending inventory
|
—
|
|
|
—
|
|
|
1
|
|
|
Operating Leases
|
||||||||||
(In thousands)
|
Related Party Amount
|
|
Non-Related Party Amount
|
|
Total
|
||||||
Fiscal 2019
|
$
|
1,800
|
|
|
$
|
900
|
|
|
$
|
2,700
|
|
Fiscal 2020
|
1,800
|
|
|
624
|
|
|
2,424
|
|
|||
Fiscal 2021
|
1,800
|
|
|
570
|
|
|
2,370
|
|
|||
Fiscal 2022
|
1,800
|
|
|
445
|
|
|
2,245
|
|
|||
Fiscal 2023
|
2,533
|
|
|
150
|
|
|
2,683
|
|
|||
Thereafter
|
4,041
|
|
|
—
|
|
|
4,041
|
|
|||
Total future lease commitments
|
$
|
13,774
|
|
|
$
|
2,689
|
|
|
$
|
16,463
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Share awards:
|
|
|
|
|
|
||||||
Performance-based
|
$
|
2,525
|
|
|
$
|
69
|
|
|
$
|
807
|
|
Time-based
|
4,152
|
|
|
2,606
|
|
|
2,326
|
|
|||
Stock options
|
502
|
|
|
164
|
|
|
11
|
|
|||
Other
(1)
|
255
|
|
|
138
|
|
|
149
|
|
|||
Total stock-based compensation
|
$
|
7,434
|
|
|
$
|
2,977
|
|
|
$
|
3,293
|
|
(1)
|
Includes stock-based compensation expense related to Board of Directors stock unit expense and ESPP expense. Directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units and is more fully described in the Proxy Statement.
|
|
Year Ended
|
||||||||||||||||
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||||||||
|
Shares
|
Weighted Average Grant Date
Fair Value
|
|
Shares
|
Weighted Average Grant Date
Fair Value
|
|
Shares
|
Weighted Average Grant Date
Fair Value
|
|||||||||
Beginning of year
|
243,769
|
|
$
|
23.61
|
|
|
283,881
|
|
$
|
20.45
|
|
|
163,420
|
|
$
|
20.83
|
|
Granted
|
167,781
|
|
42.54
|
|
|
156,801
|
|
28.13
|
|
|
240,270
|
|
19.72
|
|
|||
Vested
|
(100,648
|
)
|
23.96
|
|
|
(159,979
|
)
|
22.66
|
|
|
(110,283
|
)
|
19.44
|
|
|||
Cancelled
|
(25,711
|
)
|
29.64
|
|
|
(36,934
|
)
|
22.61
|
|
|
(9,526
|
)
|
20.28
|
|
|||
End of year
|
285,191
|
|
$
|
34.08
|
|
|
243,769
|
|
$
|
23.61
|
|
|
283,881
|
|
$
|
20.45
|
|
|
Year Ended
|
||||||||||||||||
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||||||||
|
Shares
|
Wtd. Avg. Exercise Price/Share
|
|
Shares
|
Wtd. Avg. Exercise Price/Share
|
|
Shares
|
Wtd. Avg. Exercise Price/Share
|
|||||||||
Outstanding at beginning of year
|
65,800
|
|
$
|
28.15
|
|
|
10,000
|
|
$
|
16.67
|
|
|
167,394
|
|
$
|
28.30
|
|
Options granted
|
72,710
|
|
44.40
|
|
|
63,800
|
|
29.92
|
|
|
10,000
|
|
16.67
|
|
|||
Options cancelled
|
—
|
|
—
|
|
|
(8,000
|
)
|
27.89
|
|
|
(167,394
|
)
|
28.30
|
|
|||
Outstanding at end of year
|
138,510
|
|
$
|
36.68
|
|
|
65,800
|
|
$
|
28.15
|
|
|
10,000
|
|
$
|
16.67
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable at end of year
|
25,263
|
|
$
|
26.64
|
|
|
3,333
|
|
$
|
16.67
|
|
|
—
|
|
$
|
—
|
|
Vested and expected to vest at end of year
|
138,510
|
|
$
|
36.68
|
|
|
65,800
|
|
$
|
28.15
|
|
|
10,000
|
|
$
|
16.67
|
|
Valuation Assumptions
(1)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Expected dividend yield
|
0.90
|
%
|
|
1.35
|
%
|
|
2.40
|
%
|
|||
Risk-free interest rate
(2)
|
1.99
|
%
|
|
1.47
|
%
|
|
1.49
|
%
|
|||
Expected life (in years)
(3)
|
5
|
|
|
5
|
|
|
5
|
|
|||
Expected volatility
(4)
|
38.08
|
%
|
|
39.34
|
%
|
|
43.52
|
%
|
|||
Weighted average fair value of options granted
|
|
$14.78
|
|
|
|
$9.58
|
|
|
|
$5.31
|
|
(1)
|
Forfeitures are recorded when they occur.
|
(2)
|
Risk-free interest rate is based on Treasury Securities constant maturity interest rate whose term is consistent with the expected life of the stock options.
|
(3)
|
Expected life of stock options is based on historical experience.
|
(4)
|
Expected stock price volatility is based on historical experience over a term consistent with the expected life of the stock options.
|
|
Year Ended
|
||||||||||
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
28,874
|
|
|
$
|
33,125
|
|
|
$
|
14,293
|
|
State
|
5,215
|
|
|
2,937
|
|
|
1,685
|
|
|||
Total
|
34,089
|
|
|
36,062
|
|
|
15,978
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
5,123
|
|
|
926
|
|
|
4,280
|
|
|||
State
|
1,071
|
|
|
281
|
|
|
444
|
|
|||
Total
|
6,194
|
|
|
1,207
|
|
|
4,724
|
|
|||
Income Tax Expense
|
$
|
40,283
|
|
|
$
|
37,269
|
|
|
$
|
20,702
|
|
|
Year Ended
|
|||||||
|
August 25, 2018
|
|
|
August 26, 2017
|
|
August 27, 2016
|
||
U.S. federal statutory rate
(1)
|
25.9
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
3.0
|
%
|
|
2.8
|
%
|
|
2.5
|
%
|
Tax-free and dividend income
|
(0.4
|
)%
|
|
(0.7
|
)%
|
|
(1.3
|
)%
|
Income tax credits
|
(0.5
|
)%
|
|
(0.6
|
)%
|
|
(1.1
|
)%
|
Domestic production activities deduction
|
(2.2
|
)%
|
|
(2.4
|
)%
|
|
(2.5
|
)%
|
Uncertain tax positions settlements and adjustments
|
0.1
|
%
|
|
(0.6
|
)%
|
|
—
|
%
|
Impact from Tax Act
|
2.6
|
%
|
|
—
|
%
|
|
—
|
%
|
Other items
|
(0.3
|
)%
|
|
0.8
|
%
|
|
(1.3
|
)%
|
Effective tax provision rate
|
28.2
|
%
|
|
34.3
|
%
|
|
31.3
|
%
|
(1)
|
The U.S. federal statutory rate for the year ended August 25, 2018 is a blended rate, which includes the impact of the Tax Act enactment.
|
(In thousands)
|
August 25, 2018
|
|
August 26, 2017
|
||||
Deferred income tax asset (liability)
|
|
|
|
||||
Deferred compensation
|
$
|
4,730
|
|
|
$
|
9,135
|
|
Warranty reserves
|
9,842
|
|
|
11,675
|
|
||
Self-insurance reserve
|
2,601
|
|
|
1,967
|
|
||
Accrued vacation
|
1,298
|
|
|
2,142
|
|
||
Stock based compensation
|
1,277
|
|
|
943
|
|
||
Inventory
|
615
|
|
|
—
|
|
||
Unrecognized tax benefit
|
584
|
|
|
437
|
|
||
Other
(1)
|
1,797
|
|
|
2,072
|
|
||
Total deferred tax assets
|
22,744
|
|
|
28,371
|
|
||
Inventory
|
—
|
|
|
(1,919
|
)
|
||
Intangibles
|
(21,292
|
)
|
|
(7,455
|
)
|
||
Depreciation
|
(5,909
|
)
|
|
(6,261
|
)
|
||
Total deferred tax liabilities
|
(27,201
|
)
|
|
(15,635
|
)
|
||
Total deferred income tax (liabilities) assets, net
|
$
|
(4,457
|
)
|
|
$
|
12,736
|
|
(1)
|
At
August 25, 2018
, other includes
$1.4 million
and
$0.1 million
related to federal and state net operating losses, respectively, that do not expire. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized.
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Income per share - basic
|
|
|
|
|
|
||||||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
$
|
45,496
|
|
Weighted average shares outstanding
|
31,596
|
|
|
30,648
|
|
|
26,925
|
|
|||
Net income per share - basic
|
$
|
3.24
|
|
|
$
|
2.33
|
|
|
$
|
1.69
|
|
|
|
|
|
|
|
||||||
Income per share - assuming dilution
|
|
|
|
|
|
||||||
Net income
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
$
|
45,496
|
|
Weighted average shares outstanding
|
31,596
|
|
|
30,648
|
|
|
26,925
|
|
|||
Dilutive impact of awards and options outstanding
|
218
|
|
|
118
|
|
|
108
|
|
|||
Weighted average shares and potential dilutive shares outstanding
|
31,814
|
|
|
30,766
|
|
|
27,033
|
|
|||
Net income per share - assuming dilution
|
$
|
3.22
|
|
|
$
|
2.32
|
|
|
$
|
1.68
|
|
|
Year Ended
|
||||||||||||||||||||||
|
August 25, 2018
|
|
August 26, 2017
|
||||||||||||||||||||
(In thousands)
|
Defined Benefit Pension Items
|
|
Interest Rate Swap
|
|
Total
|
|
Defined Benefit Pension Items
|
|
Interest Rate Swap
|
|
Total
|
||||||||||||
Balance at beginning of year
|
$
|
(509
|
)
|
|
$
|
(514
|
)
|
|
$
|
(1,023
|
)
|
|
$
|
10,975
|
|
|
$
|
—
|
|
|
$
|
10,975
|
|
OCI before reclassifications
|
—
|
|
|
1,947
|
|
|
1,947
|
|
|
3,846
|
|
|
(514
|
)
|
|
3,332
|
|
||||||
Amounts reclassified from AOCI
|
27
|
|
|
—
|
|
|
27
|
|
|
(15,330
|
)
|
|
—
|
|
|
(15,330
|
)
|
||||||
Net current-period OCI
|
27
|
|
|
1,947
|
|
|
1,974
|
|
|
(11,484
|
)
|
|
(514
|
)
|
|
(11,998
|
)
|
||||||
Reclassification to retained earnings
|
(109
|
)
|
|
50
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of year
|
$
|
(591
|
)
|
|
$
|
1,483
|
|
|
$
|
892
|
|
|
$
|
(509
|
)
|
|
$
|
(514
|
)
|
|
$
|
(1,023
|
)
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
Location on Consolidated Statements of Income and Comprehensive Income
|
August 25, 2018
|
|
August 26, 2017
|
|
August 27, 2016
|
||||||
Amortization of prior service credit
|
SG&A
|
$
|
—
|
|
|
$
|
(25,035
|
)
|
|
$
|
(4,788
|
)
|
Amortization of net actuarial loss
|
SG&A
|
27
|
|
|
9,705
|
|
|
1,010
|
|
|||
Total reclassifications
|
|
$
|
27
|
|
|
$
|
(15,330
|
)
|
|
$
|
(3,778
|
)
|
Fiscal 2018
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share data)
|
November 25,
2017 |
|
February 24,
2018 |
|
May 26,
2018 |
|
August 25,
2018 |
||||||||
Net revenues
|
$
|
450,021
|
|
|
$
|
468,359
|
|
|
$
|
562,261
|
|
|
$
|
536,188
|
|
Gross profit
|
62,831
|
|
|
67,661
|
|
|
85,514
|
|
|
83,830
|
|
||||
Operating income
|
31,176
|
|
|
35,251
|
|
|
48,277
|
|
|
45,688
|
|
||||
Net income
|
17,958
|
|
|
22,088
|
|
|
32,521
|
|
|
29,790
|
|
||||
Net income per share (basic)
|
0.57
|
|
|
0.70
|
|
|
1.03
|
|
|
0.94
|
|
||||
Net income per share (diluted)
|
0.57
|
|
|
0.69
|
|
|
1.02
|
|
|
0.94
|
|
Fiscal 2017
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share data)
|
November 26,
2016 |
|
February 25,
2017 |
|
May 27,
2017 |
|
August 26,
2017 |
||||||||
Net revenues
|
$
|
245,308
|
|
|
$
|
370,510
|
|
|
$
|
476,364
|
|
|
$
|
454,936
|
|
Gross profit
|
28,875
|
|
|
49,316
|
|
|
70,804
|
|
|
73,582
|
|
||||
Operating income
|
18,399
|
|
|
28,376
|
|
|
34,860
|
|
|
43,471
|
|
||||
Net income
|
11,738
|
|
|
15,278
|
|
|
19,391
|
|
|
24,923
|
|
||||
Net income per share (basic)
(1)
|
0.42
|
|
|
0.48
|
|
|
0.61
|
|
|
0.79
|
|
||||
Net income per share (diluted)
(1)
|
0.42
|
|
|
0.48
|
|
|
0.61
|
|
|
0.79
|
|
(1)
|
The sum of the quarterly amounts will not equal the YTD amount due primarily to the stock issuance during Fiscal 2017.
|
1.
|
Our consolidated financial statements are set forth under Item 8 of this report.
|
2.
|
Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries
|
3.
|
Exhibit Index
|
2a.
|
3a.
|
3b.
|
10a.
|
10b.
|
10c.
|
10d.
|
10e.
|
10f.
|
10g.
|
10h.
|
10i.
|
10j.
|
10k.
|
10l.
|
10m.
|
10n.
|
10o.
|
10p.
|
10q.
|
10r.
|
10s.
|
10t.
|
10u.
|
10v.
|
10w.
|
10x.
|
10y.
|
10z.
|
10aa.
|
10ab.
|
10ac.
|
10ad.
|
10ae.
|
10af.
|
21.
|
23.
|
31.1
|
31.2
|
32.1
|
32.2
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
WINNEBAGO INDUSTRIES, INC.
|
|
|
|
|
|
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/ Bryan L. Hughes
|
|
|
Bryan L. Hughes
|
|
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Maria F. Blase
|
|
|
Maria F. Blase
|
|
Director
|
|
|
|
/s/ Christopher J. Braun
|
|
|
Christopher J. Braun
|
|
Director
|
|
|
|
/s/ Robert M. Chiusano
|
|
|
Robert M. Chiusano
|
|
Director
|
|
|
|
/s/ William C. Fisher
|
|
|
William C. Fisher
|
|
Director
|
|
|
|
/s/ David W. Miles
|
|
|
David W. Miles
|
|
Director
|
|
|
|
/s/ Richard D. Moss
|
|
|
Richard D. Moss
|
|
Director
|
|
|
|
/s/ John M. Murabito
|
|
|
John M. Murabito
|
|
Director
|
|
|
|
/s/ Martha T. Rodamaker
|
|
|
Martha T. Rodamaker
|
|
Director
|
|
|
Jurisdiction of
|
|
Percent of
|
Name of Corporation
|
|
Incorporation
|
|
Ownership
|
Winnebago Industries, Inc.
|
|
Iowa
|
|
Parent
|
Winnebago of Indiana, LLC
|
|
Iowa
|
|
100%
|
Grand Design RV, LLC
|
|
Indiana
|
|
100%
|
Octavius Corporation
|
|
Delaware
|
|
100%
|
Chris-Craft Limited Jersey, Channel Islands Holding Company LLC
|
|
Jersey Channel Islands
|
|
100%
|
Chris-Craft USA, Inc.
|
|
Delaware
|
|
100%
|
CC Marine Brand Acquisition LLC
|
|
Delaware
|
|
100%
|
Chris Craft Corporation
|
|
Delaware
|
|
100%
|
CC Property Acquisition LLC
|
|
Delaware
|
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the "Registrant");
|
2.
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
|
d.
|
Disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
October 18, 2018
|
|
By:
|
/s/ Michael J. Happe
|
|
|
|
|
Michael J. Happe
|
|
|
|
|
President, Chief Executive Officer
|
1.
|
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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
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d.
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Disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
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5.
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The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves 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, 2018
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By:
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/s/ Bryan L. Hughes
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Bryan L. Hughes
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Vice President, Chief Financial Officer
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a.
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The Annual Report on Form 10-K for the year ended
August 25, 2018
(the "Report") of the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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b.
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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October 18, 2018
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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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a.
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The Annual Report on Form 10-K for the year ended
August 25, 2018
(the "Report") of the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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b.
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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October 18, 2018
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By:
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/s/ Bryan L. Hughes
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Bryan L. Hughes
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Vice President, Chief Financial Officer
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