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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.50 par value per share
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WGO
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New York Stock Exchange
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Type
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Description
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Winnebago product offerings
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Grand Design product offerings
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Travel trailer
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Towed by means of a hitch attached to the frame of the vehicle
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Minnie Plus, Minnie, Micro Minnie, Minnie Drop, and Spyder
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Transcend, Imagine, and Reflection
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Fifth wheel
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Constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch
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Minnie Plus and Micro Minnie
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Momentum, Reflection, and Solitude
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2019
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2018
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|
2017
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||||||||||||
Travel trailer
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22,458
|
|
|
61.0
|
%
|
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22,360
|
|
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61.1
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%
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|
13,650
|
|
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60.7
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%
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Fifth wheel
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14,371
|
|
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39.0
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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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Total towables
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36,829
|
|
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100.0
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%
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36,589
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100.0
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%
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22,474
|
|
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100.0
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%
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Type
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Description
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Winnebago products offerings
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Class A
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Built on a heavy truck chassis in both diesel and gas models with the ability to tow a small vehicle
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Gas: Adventurer, Intent, Vista, and Sunstar
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Diesel: Horizon and Forza
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Class B
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Built by adding taller roof and amenities to existing van, which allows for easy maneuvering
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Boldt, Revel, Travato, and Era
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Class C
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Built on a medium truck chassis in both diesel and gas models with similar features and amenities to Class A models
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View, Navion, Vita, Porto, Minnie Winnie, Spirit, Outlook, and Fuse
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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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•
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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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•
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failure to implement our business plan for the combined business;
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•
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unanticipated issues in integrating equipment, logistics, information, communications, and other systems;
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•
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possible inconsistencies in standards, controls, contracts, procedures, and policies;
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•
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impacts of change in control provisions in contracts and agreements;
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•
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failure to retain key customers and suppliers;
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•
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unanticipated changes in applicable laws and regulations;
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•
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failure to recruit and retain key employees to operate the combined business;
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•
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increased competition within the industries in which Newmar operates;
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•
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difficulties in managing the expanded operations of a significantly larger and more complex combined company;
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•
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inherent operating risks in the business;
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•
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unanticipated issues, expenses, and liabilities;
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•
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additional reporting requirements pursuant to applicable rules and regulations;
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•
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additional requirements relating to internal control over financial reporting;
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•
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diversion of our senior management’s attention from the management of daily operations to the integration of the assets acquired in the acquisition of Newmar;
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•
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significant unknown and contingent liabilities we incur for which we have limited or no contractual remedies or insurance coverage;
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•
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the assets to be acquired failing to perform as well as we anticipate; and
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•
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unexpected costs, delays, and challenges arising from integrating the assets acquired in the Newmar Acquisition
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•
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into our existing operations.
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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
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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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161,000
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Forest City, IA
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Manufacturing, warehouse, maintenance, service, and office
|
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Motorhome
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35
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Owned
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2,005,000
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Forest City, IA
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Warehouse
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Motorhome
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1
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Leased
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1,000
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Lake Mills, 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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99,000
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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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33,000
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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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|
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Owned
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305,000
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Middlebury, IN
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Manufacturing and office
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Towable
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6
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|
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Owned
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449,000
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Middlebury, IN
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Manufacturing, service, and office
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Towable
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9
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|
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Leased
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995,000
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Bristol, IN
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Manufacturing and maintenance
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Towable
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1
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|
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Leased
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50,000
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Sarasota, FL
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Manufacturing, warehouse, and office
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Corporate / All Other
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3
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Owned
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136,000
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Eden Prairie, MN
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Office
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Corporate / All Other
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1
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Leased
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30,000
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70
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4,264,000
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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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48
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Ashis N. Bhattacharya
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Vice President, Business Development, Specialty Vehicles, and Advanced Technology (2016)
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56
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Stacy L. Bogart
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Vice President, General Counsel and Secretary (2018)
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55
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Donald J. Clark
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President of Grand Design RV; Vice President of Winnebago Industries (2016)
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59
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S. Scott Degnan
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Vice President and General Manager, Towables Business (2012)
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54
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Brian D. Hazelton
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Vice President and General Manager, Motorhome Business (2016)
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53
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Bryan L. Hughes
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Vice President, Chief Financial Officer (2017)
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50
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Jeff D. Kubacki
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Vice President, Information Technology, Chief Information Officer (2016)
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61
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Christopher D. West
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Vice President, Operations (2016)
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47
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Bret A. Woodson
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Vice President, Administration (2015)
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49
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Total Number of Shares Purchased(1)
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Average Price Paid per Share
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Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)(3)
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||||||
05/26/19 - 06/29/19
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13,285
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$
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32.71
|
|
|
12,273
|
|
|
$
|
58,870,000
|
|
06/30/19 - 07/27/19
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
58,870,000
|
|
07/28/19 - 08/31/19
|
409
|
|
|
$
|
32.25
|
|
|
—
|
|
|
$
|
58,870,000
|
|
Total
|
13,694
|
|
|
$
|
32.69
|
|
|
12,273
|
|
|
$
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58,870,000
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(1)
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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.
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(2)
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Pursuant to a $70.0 million share repurchase program authorized by our Board of Directors on October 18, 2017. There is no time restriction on the authorization.
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(3)
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Adjustment in dollar amount remaining available for repurchase from prior quarter reflects correction in counting share repurchases against authorization.
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(a)
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(b)
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(c)
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||||||
Plan Category
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Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights(1)
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Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in (a))
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||||||
Equity compensation plans
approved by shareholders - 2004 Plan |
6,500
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(2)
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$
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—
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|
|
—
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Equity compensation plans
approved by shareholders - 2014 Plan |
667,764
|
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(3)
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$
|
34.43
|
|
|
—
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|
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Equity compensation plans
approved by shareholders - 2019 Plan |
—
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(4)
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|
$
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—
|
|
|
4,101,850
|
|
(5)
|
Equity compensation plans approved by shareholders - ESPP
|
1,820
|
|
(6)
|
|
$
|
—
|
|
|
149,342
|
|
(7)
|
Equity compensation plans not
approved by shareholders(8) |
35,198
|
|
(9)
|
|
$
|
—
|
|
|
—
|
|
(10)
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Total
|
711,282
|
|
|
|
$
|
34.43
|
|
|
4,251,192
|
|
|
(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.
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(2)
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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 and unvested stock awards granted under the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan ("2019 Plan"), which replaced the 2014 Plan effective on December 11, 2018.
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(5)
|
This number represents shares available for grant of awards under the 2019 Plan as of August 31, 2019.
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(6)
|
This number represents unvested stock awards granted under the Winnebago Industries, Inc. Employee Stock Purchase Plan ("ESPP").
|
(7)
|
This number represents shares available for issuance under the ESPP as of August 31, 2019.
|
(8)
|
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 17, 2019 under the caption "Director Compensation," which information is incorporated by reference herein.
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(9)
|
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 31, 2019 under the Directors' Plan.
|
(10)
|
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.
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|
Base Period
|
|
|
|
|
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||||||||||
Company/Index
|
August 30,
2014 |
|
August 29,
2015 |
|
August 27,
2016 |
|
August 26,
2017 |
|
August 25,
2018 |
|
August 31,
2019 |
||||||
Winnebago Industries, Inc.
|
100.00
|
|
|
83.98
|
|
|
100.25
|
|
|
146.84
|
|
|
159.98
|
|
|
139.15
|
|
S&P 500 Index
|
100.00
|
|
|
101.32
|
|
|
112.94
|
|
|
129.87
|
|
|
155.77
|
|
|
161.89
|
|
Peer Group
|
100.00
|
|
|
99.79
|
|
|
90.86
|
|
|
106.13
|
|
|
117.57
|
|
|
80.43
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year
|
2019
|
|
2018
|
|
2017(1)
|
|
2016
|
|
2015
|
||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
1,985,674
|
|
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
|
$
|
975,226
|
|
|
$
|
976,505
|
|
Net income
|
111,798
|
|
|
102,357
|
|
|
71,330
|
|
|
45,496
|
|
|
41,210
|
|
|||||
Income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
3.55
|
|
|
3.24
|
|
|
2.33
|
|
|
1.69
|
|
|
1.53
|
|
|||||
Diluted
|
3.52
|
|
|
3.22
|
|
|
2.32
|
|
|
1.68
|
|
|
1.52
|
|
|||||
Dividends paid per common share
|
0.43
|
|
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
0.36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year End Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
1,104,231
|
|
|
1,051,805
|
|
|
902,512
|
|
|
390,718
|
|
|
362,174
|
|
|||||
Total non-current liabilities
|
274,275
|
|
|
313,175
|
|
|
293,680
|
|
|
29,410
|
|
|
59,601
|
|
(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
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Unit Change
|
|
% Change
|
|
2019
|
|
2018
|
|
Unit Change
|
|
% Change
|
||||||||
Towable(1)
|
355,598
|
|
|
443,791
|
|
|
(88,193
|
)
|
|
(19.9
|
)%
|
|
395,181
|
|
|
421,013
|
|
|
(25,832
|
)
|
|
(6.1
|
)%
|
Motorhome(2)
|
48,605
|
|
|
62,095
|
|
|
(13,490
|
)
|
|
(21.7
|
)%
|
|
52,416
|
|
|
59,204
|
|
|
(6,788
|
)
|
|
(11.5
|
)%
|
Combined
|
404,203
|
|
|
505,886
|
|
|
(101,683
|
)
|
|
(20.1
|
)%
|
|
447,597
|
|
|
480,217
|
|
|
(32,620
|
)
|
|
(6.8
|
)%
|
(1)
|
Towable: Fifth wheel and travel trailer products.
|
(2)
|
Motorhome: Class A, B and C products.
|
|
Calendar Year
|
||||||||||
Wholesale Unit Shipment Forecast per RVIA(1)
|
2020
Forecast |
|
2019
Actual |
|
Unit Change
|
|
% Change
|
||||
Aggressive
|
400,900
|
|
|
401,200
|
|
|
(300
|
)
|
|
(0.1
|
)%
|
Most likely
|
387,400
|
|
|
401,200
|
|
|
(13,800
|
)
|
|
(3.4
|
)%
|
Conservative
|
368,000
|
|
|
401,200
|
|
|
(33,200
|
)
|
|
(8.3
|
)%
|
(1)
|
Prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the Roadsigns RV Fall 2019 Industry Forecast Issue.
|
|
Rolling 12 Months through August
|
|
Calendar Year
|
|||||||||||
US and Canada
|
2019
|
|
2018
|
|
2018
|
|
2017
|
|
2016(1)
|
|||||
Travel trailer and fifth wheels
|
8.8
|
%
|
|
7.4
|
%
|
|
7.8
|
%
|
|
6.1
|
%
|
|
1.7
|
%
|
Motorhome A, B, C
|
15.3
|
%
|
|
15.6
|
%
|
|
15.6
|
%
|
|
16.3
|
%
|
|
18.0
|
%
|
Total market share
|
9.5
|
%
|
|
8.5
|
%
|
|
8.7
|
%
|
|
7.4
|
%
|
|
3.7
|
%
|
(1)
|
Includes retail unit market share for Grand Design since acquisition on November 8, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
|
|||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
Investment
|
|||||||||||||||
Capitalized
|
$
|
3,875
|
|
|
$
|
5,941
|
|
|
$
|
1,881
|
|
|
$
|
7,798
|
|
|
$
|
3,291
|
|
|
$
|
22,786
|
|
|
57.5
|
%
|
Expensed
|
3,709
|
|
|
2,107
|
|
|
2,601
|
|
|
5,930
|
|
|
2,528
|
|
|
16,875
|
|
|
42.5
|
%
|
||||||
Total
|
$
|
7,584
|
|
|
$
|
8,048
|
|
|
$
|
4,482
|
|
|
$
|
13,728
|
|
|
$
|
5,819
|
|
|
$
|
39,661
|
|
|
100.0
|
%
|
(in thousands, except percent and per share data)
|
2019
|
|
% of Revenues(1)
|
|
2018
|
|
% of Revenues(1)
|
|
$ Change
|
|
% Change
|
|||||||||
Net revenues
|
$
|
1,985,674
|
|
|
100.0
|
%
|
|
$
|
2,016,829
|
|
|
100.0
|
%
|
|
$
|
(31,155
|
)
|
|
(1.5
|
)%
|
Cost of goods sold
|
1,678,477
|
|
|
84.5
|
%
|
|
1,716,993
|
|
|
85.1
|
%
|
|
(38,516
|
)
|
|
(2.2
|
)%
|
|||
Gross profit
|
307,197
|
|
|
15.5
|
%
|
|
299,836
|
|
|
14.9
|
%
|
|
7,361
|
|
|
2.5
|
%
|
|||
Selling, general, and administrative expenses ("SG&A")
|
142,295
|
|
|
7.2
|
%
|
|
130,116
|
|
|
6.5
|
%
|
|
12,179
|
|
|
9.4
|
%
|
|||
Amortization of intangible assets
|
9,635
|
|
|
0.5
|
%
|
|
9,328
|
|
|
0.5
|
%
|
|
307
|
|
|
3.3
|
%
|
|||
Total operating expenses
|
151,930
|
|
|
7.7
|
%
|
|
139,444
|
|
|
6.9
|
%
|
|
12,486
|
|
|
9.0
|
%
|
|||
Operating income
|
155,267
|
|
|
7.8
|
%
|
|
160,392
|
|
|
8.0
|
%
|
|
(5,125
|
)
|
|
(3.2
|
)%
|
|||
Interest expense
|
17,939
|
|
|
0.9
|
%
|
|
18,246
|
|
|
0.9
|
%
|
|
(307
|
)
|
|
(1.7
|
)%
|
|||
Non-operating income
|
(1,581
|
)
|
|
(0.1
|
)%
|
|
(494
|
)
|
|
—
|
%
|
|
1,087
|
|
|
220.0
|
%
|
|||
Income before income taxes
|
138,909
|
|
|
7.0
|
%
|
|
142,640
|
|
|
7.1
|
%
|
|
(3,731
|
)
|
|
(2.6
|
)%
|
|||
Provision for income taxes
|
27,111
|
|
|
1.4
|
%
|
|
40,283
|
|
|
2.0
|
%
|
|
(13,172
|
)
|
|
(32.7
|
)%
|
|||
Net income
|
$
|
111,798
|
|
|
5.6
|
%
|
|
$
|
102,357
|
|
|
5.1
|
%
|
|
$
|
9,441
|
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted income per share
|
$
|
3.52
|
|
|
|
|
$
|
3.22
|
|
|
|
|
$
|
0.30
|
|
|
9.3
|
%
|
||
Diluted average shares outstanding
|
31,721
|
|
|
|
|
31,814
|
|
|
|
|
(93
|
)
|
|
(0.3
|
)%
|
(1)
|
Percentages may not add due to rounding differences.
|
(in thousands)
|
2019
|
|
2018
|
||||
Net income
|
$
|
111,798
|
|
|
$
|
102,357
|
|
Interest expense
|
17,939
|
|
|
18,246
|
|
||
Provision for income taxes
|
27,111
|
|
|
40,283
|
|
||
Depreciation
|
13,682
|
|
|
9,849
|
|
||
Amortization of intangible assets
|
9,635
|
|
|
9,328
|
|
||
EBITDA
|
180,165
|
|
|
180,063
|
|
||
Restructuring(1)
|
1,068
|
|
|
—
|
|
||
Acquisition-related costs
|
—
|
|
|
2,177
|
|
||
Non-operating income
|
(1,581
|
)
|
|
(494
|
)
|
||
Adjusted EBITDA
|
$
|
179,652
|
|
|
$
|
181,746
|
|
(1)
|
Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation.
|
(in thousands, except ASP)
|
2019
|
|
% of Revenues
|
|
2018
|
|
% of Revenues
|
|
$ Change
|
|
% Change
|
|||||||||
Net revenues
|
$
|
1,197,327
|
|
|
|
|
$
|
1,127,723
|
|
|
|
|
$
|
69,604
|
|
|
6.2
|
%
|
||
Adjusted EBITDA
|
163,677
|
|
|
13.7
|
%
|
|
157,010
|
|
|
13.9
|
%
|
|
6,667
|
|
|
4.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Average Selling Price ("ASP")(1)
|
32,811
|
|
|
|
|
30,941
|
|
|
|
|
1,870
|
|
|
6.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unit deliveries
|
2019
|
|
Product Mix(2)
|
|
2018
|
|
Product Mix(2)
|
|
Unit Change
|
|
% Change
|
|||||||||
Travel trailer
|
22,458
|
|
|
61.0
|
%
|
|
22,360
|
|
|
61.1
|
%
|
|
98
|
|
|
0.4
|
%
|
|||
Fifth wheel
|
14,371
|
|
|
39.0
|
%
|
|
14,229
|
|
|
38.9
|
%
|
|
142
|
|
|
1.0
|
%
|
|||
Total Towable
|
36,829
|
|
|
100.0
|
%
|
|
36,589
|
|
|
100.0
|
%
|
|
240
|
|
|
0.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
($ in thousands)
|
August 31, 2019
|
|
|
|
August 25, 2018
|
|
|
|
Change
|
|
% Change
|
|||||||||
Backlog(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Units
|
7,225
|
|
|
|
|
7,651
|
|
|
|
|
(426
|
)
|
|
(5.6
|
)%
|
|||||
Dollars
|
$
|
234,339
|
|
|
|
|
$
|
244,854
|
|
|
|
|
$
|
(10,515
|
)
|
|
(4.3
|
)%
|
||
Dealer Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Units
|
15,658
|
|
|
|
|
14,877
|
|
|
|
|
781
|
|
|
5.2
|
%
|
(1)
|
ASP excludes off-invoice dealer incentives.
|
(2)
|
Percentages may not add due to rounding differences.
|
(3)
|
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.
|
(in thousands, except ASP)
|
2019
|
|
% of Revenues
|
|
2018
|
|
% of Revenues
|
|
$ Change
|
|
% Change
|
|||||||||
Net revenues
|
$
|
706,927
|
|
|
|
|
$
|
860,675
|
|
|
|
|
$
|
(153,748
|
)
|
|
(17.9
|
)%
|
||
Adjusted EBITDA
|
27,455
|
|
|
3.9
|
%
|
|
35,508
|
|
|
4.1
|
%
|
|
(8,053
|
)
|
|
(22.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP(1)
|
93,549
|
|
|
|
|
89,879
|
|
|
|
|
3,670
|
|
|
4.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unit deliveries
|
2019
|
|
Product Mix(2)
|
|
2018
|
|
Product Mix(2)
|
|
Unit Change
|
|
% Change
|
|||||||||
Class A
|
1,582
|
|
|
20.8
|
%
|
|
2,997
|
|
|
31.4
|
%
|
|
(1,415
|
)
|
|
(47.2
|
)%
|
|||
Class B
|
2,784
|
|
|
36.7
|
%
|
|
2,012
|
|
|
21.1
|
%
|
|
772
|
|
|
38.4
|
%
|
|||
Class C
|
3,225
|
|
|
42.5
|
%
|
|
4,539
|
|
|
47.5
|
%
|
|
(1,314
|
)
|
|
(28.9
|
)%
|
|||
Total Motorhome
|
7,591
|
|
|
100.0
|
%
|
|
9,548
|
|
|
100.0
|
%
|
|
(1,957
|
)
|
|
(20.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
($ in thousands)
|
August 31, 2019
|
|
|
|
August 25, 2018
|
|
|
|
Change
|
|
% Change
|
|||||||||
Backlog(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Units
|
1,808
|
|
|
|
|
1,693
|
|
|
|
|
115
|
|
|
6.8
|
%
|
|||||
Dollars
|
$
|
165,373
|
|
|
|
|
$
|
157,554
|
|
|
|
|
$
|
7,819
|
|
|
5.0
|
%
|
||
Dealer Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Units
|
3,891
|
|
|
|
|
4,620
|
|
|
|
|
(729
|
)
|
|
(15.8
|
)%
|
(1)
|
ASP excludes off-invoice dealer incentives.
|
(2)
|
Percentages may not add due to rounding differences.
|
(3)
|
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.
|
(in thousands, except percent and per share data)
|
2018
|
|
% of Revenues(1)
|
|
2017
|
|
% of Revenues(1)
|
|
$ Change
|
|
% 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
|
%
|
|||
SG&A
|
130,116
|
|
|
6.5
|
%
|
|
97,607
|
|
|
6.3
|
%
|
|
32,509
|
|
|
33.3
|
%
|
|||
Postretirement health care benefit income
|
—
|
|
|
—
|
%
|
|
(24,796
|
)
|
|
(1.6
|
)%
|
|
24,796
|
|
|
(100.0
|
)%
|
|||
Amortization of intangible assets
|
9,328
|
|
|
0.5
|
%
|
|
24,660
|
|
|
1.6
|
%
|
|
(15,332
|
)
|
|
(62.2
|
)%
|
|||
Total operating expenses
|
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 income 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.
|
(in thousands)
|
2018
|
|
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 of intangible assets
|
9,328
|
|
|
24,660
|
|
||
EBITDA
|
180,063
|
|
|
157,411
|
|
||
Postretirement health care benefit income
|
—
|
|
|
(24,796
|
)
|
||
Acquisition-related costs
|
2,177
|
|
|
6,592
|
|
||
Non-operating income
|
(494
|
)
|
|
(330
|
)
|
||
Adjusted EBITDA
|
$
|
181,746
|
|
|
$
|
138,877
|
|
(in thousands, except ASP)
|
2018
|
|
% of Revenues
|
|
2017
|
|
% of Revenues
|
|
$ Change
|
|
% 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
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP(1)
|
30,941
|
|
|
|
|
30,571
|
|
|
|
|
370
|
|
|
1.2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unit deliveries
|
2018
|
|
Product Mix(2)
|
|
2017
|
|
Product Mix(2)
|
|
Unit Change
|
|
% 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
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
($ in thousands)
|
August 25, 2018
|
|
|
|
August 26, 2017
|
|
|
|
Change
|
|
% Change
|
|||||||||
Backlog(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
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)
|
ASP excludes off-invoice dealer incentives.
|
(2)
|
Percentages may not add due to rounding differences.
|
(3)
|
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.
|
(in thousands, except ASP)
|
2018
|
|
% of Revenues
|
|
2017
|
|
% of Revenues
|
|
$ Change
|
|
% 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
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
ASP(1)
|
89,879
|
|
|
|
|
91,759
|
|
|
|
|
(1,880
|
)
|
|
(2.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unit deliveries
|
2018
|
|
Product Mix(2)
|
|
2017
|
|
Product Mix(2)
|
|
Unit Change
|
|
% 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
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
($ in thousands)
|
August 25, 2018
|
|
|
|
August 26, 2017
|
|
|
|
Change
|
|
% Change
|
|||||||||
Backlog(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
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)
|
ASP excludes off-invoice dealer incentives.
|
(2)
|
Percentages may not add due to rounding differences.
|
(3)
|
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.
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
133,750
|
|
|
$
|
83,346
|
|
|
$
|
97,127
|
|
Investing activities
|
(38,936
|
)
|
|
(111,761
|
)
|
|
(405,385
|
)
|
|||
Financing activities
|
(59,725
|
)
|
|
(5,188
|
)
|
|
258,620
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
35,089
|
|
|
$
|
(33,603
|
)
|
|
$
|
(49,638
|
)
|
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
(in thousands)
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|||||||||||
ABL(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan(2)
|
260,000
|
|
|
10,250
|
|
|
30,000
|
|
|
219,750
|
|
|
—
|
|
|||||
Interest at variable rate(3)
|
29,956
|
|
|
8,447
|
|
|
14,596
|
|
|
6,913
|
|
|
—
|
|
|||||
Net swap payments(4)
|
28,596
|
|
|
6,580
|
|
|
13,675
|
|
|
8,341
|
|
|
—
|
|
|||||
Deferred compensation obligations
|
15,798
|
|
|
2,925
|
|
|
5,606
|
|
|
4,288
|
|
|
2,979
|
|
|||||
Operating leases(5)
|
25,057
|
|
|
4,100
|
|
|
7,553
|
|
|
7,928
|
|
|
5,476
|
|
|||||
Contracted services
|
4,571
|
|
|
1,771
|
|
|
2,088
|
|
|
665
|
|
|
47
|
|
|||||
Unrecognized tax benefits(6)
|
3,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
367,569
|
|
|
$
|
34,073
|
|
|
$
|
73,518
|
|
|
$
|
247,885
|
|
|
$
|
8,502
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total
|
|
Expiration by Period
|
||||||||||||||||
(In thousands)
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|||||||||||
Contingent repurchase obligations
|
$
|
874,912
|
|
|
$
|
770,005
|
|
|
$
|
104,907
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Borrowings and repayments are expected to fluctuate over the term; therefore, we are not able to reasonably estimate in which future periods this amount will ultimately be settled.
|
(2)
|
Our Term Loan 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 5.95% at August 31, 2019 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. Additionally, included in interest payments due by period is a 0.25% commitment fee on the ABL for unused borrowings, which are assumed to be at $165.0 million.
|
(4)
|
We have an interest rate swap agreement with a notional amount of $120.0 million as of August 31, 2019 that decreases to $60.0 million on December 9, 2019 and expires on December 8, 2020. We pay a fixed rate at 1.82%, and receive a floating rate that was 2.45% at August 31, 2019. 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.
|
(5)
|
Certain renewal options have been included in our future lease commitments as disclosed in 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. However, because these renewals have not been signed and are not contractually obligated, balances within the table exclude the payments related to these options.
|
(6)
|
Unrecognized tax benefits relate to uncertain tax positions. As we are not able to reasonably estimate the timing of the payments or the amount by which the liability will increase or decrease over time, the related balances have not been reflected in the "Payments Due by Period" section of the table.
|
•
|
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 23, 2019
|
|
October 23, 2019
|
•
|
We evaluated the operating effectiveness of controls over management’s estimation of the product warranty accrual, including those over historical product warranty claim data and projected future product warranty claims.
|
•
|
We evaluated the accuracy and relevance of the historical product warranty claims as an input to management’s product warranty accrual calculation.
|
•
|
We evaluated the completeness of the accrual estimate through inquiries of operational and executive management regarding knowledge of known product warranty claims or product issues and evaluated whether they were appropriately considered in the determination of the product warranty accrual.
|
•
|
We evaluated management’s ability to accurately estimate the warranty accrual by comparing the product warranty accrual in prior years to the actual product warranty claims paid in the subsequent years.
|
•
|
We assessed management’s methodology and tested the valuation of the product warranty accrual by developing an expectation for the accrual based on the historical amounts recorded as a percentage of sales and compared our expectation to the amount recorded by management.
|
Fiscal Years Ended
|
August 31, 2019
|
|
August 25, 2018
|
|
August 26, 2017
|
||||||
Net revenues
|
$
|
1,985,674
|
|
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
Cost of goods sold
|
1,678,477
|
|
|
1,716,993
|
|
|
1,324,542
|
|
|||
Gross profit
|
307,197
|
|
|
299,836
|
|
|
222,577
|
|
|||
Selling, general, and administrative expenses
|
142,295
|
|
|
130,116
|
|
|
97,607
|
|
|||
Postretirement health care benefit income
|
—
|
|
|
—
|
|
|
(24,796
|
)
|
|||
Amortization of intangible assets
|
9,635
|
|
|
9,328
|
|
|
24,660
|
|
|||
Total operating expenses
|
151,930
|
|
|
139,444
|
|
|
97,471
|
|
|||
Operating income
|
155,267
|
|
|
160,392
|
|
|
125,106
|
|
|||
Interest expense
|
17,939
|
|
|
18,246
|
|
|
16,837
|
|
|||
Non-operating income
|
(1,581
|
)
|
|
(494
|
)
|
|
(330
|
)
|
|||
Income before income taxes
|
138,909
|
|
|
142,640
|
|
|
108,599
|
|
|||
Provision for income taxes
|
27,111
|
|
|
40,283
|
|
|
37,269
|
|
|||
Net income
|
$
|
111,798
|
|
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
|
|
|
|
|
||||||
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.55
|
|
|
$
|
3.24
|
|
|
$
|
2.33
|
|
Diluted
|
$
|
3.52
|
|
|
$
|
3.22
|
|
|
$
|
2.32
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
31,536
|
|
|
31,596
|
|
|
30,648
|
|
|||
Diluted
|
31,721
|
|
|
31,814
|
|
|
30,766
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
111,798
|
|
|
$
|
102,357
|
|
|
$
|
71,330
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of prior service credit (net of tax of $0, $0, and $15,409)
|
—
|
|
|
—
|
|
|
(25,035
|
)
|
|||
Amortization of net actuarial loss (net of tax of $10, $11, and $5,976)
|
32
|
|
|
27
|
|
|
9,705
|
|
|||
Increase in actuarial loss (net of tax of $0, $0, and $35)
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||
Plan amendment (net of tax of $0, $0, and $2,402)
|
—
|
|
|
—
|
|
|
3,903
|
|
|||
Change in fair value of interest rate swap (net of tax of $454, $840, and $314)
|
(1,415
|
)
|
|
1,947
|
|
|
(514
|
)
|
|||
Total other comprehensive income (loss)
|
(1,383
|
)
|
|
1,974
|
|
|
(11,998
|
)
|
|||
Comprehensive income
|
$
|
110,415
|
|
|
$
|
104,331
|
|
|
$
|
59,332
|
|
|
August 31, 2019
|
|
August 25, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
37,431
|
|
|
$
|
2,342
|
|
Receivables, less allowance for doubtful accounts ($160 and $197, respectively)
|
158,049
|
|
|
164,585
|
|
||
Inventories
|
201,126
|
|
|
195,128
|
|
||
Prepaid expenses and other assets
|
14,051
|
|
|
9,883
|
|
||
Total current assets
|
410,657
|
|
|
371,938
|
|
||
Property, plant, and equipment, net
|
127,572
|
|
|
101,193
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
274,931
|
|
|
274,370
|
|
||
Other intangible assets, net
|
256,082
|
|
|
265,717
|
|
||
Investment in life insurance
|
26,846
|
|
|
28,297
|
|
||
Other assets
|
8,143
|
|
|
10,290
|
|
||
Total assets
|
$
|
1,104,231
|
|
|
$
|
1,051,805
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
81,635
|
|
|
$
|
81,039
|
|
Income taxes payable
|
—
|
|
|
15,655
|
|
||
Accrued expenses:
|
|
|
|
||||
Accrued compensation
|
20,328
|
|
|
29,350
|
|
||
Product warranties
|
44,436
|
|
|
40,498
|
|
||
Self-insurance
|
13,820
|
|
|
12,262
|
|
||
Promotional
|
10,896
|
|
|
11,017
|
|
||
Accrued interest
|
4,059
|
|
|
3,095
|
|
||
Other
|
13,678
|
|
|
11,269
|
|
||
Current maturities of long-term debt
|
8,892
|
|
|
—
|
|
||
Total current liabilities
|
197,744
|
|
|
204,185
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt, less current maturities
|
245,402
|
|
|
291,441
|
|
||
Deferred income taxes
|
12,032
|
|
|
4,457
|
|
||
Unrecognized tax benefits
|
3,591
|
|
|
1,745
|
|
||
Deferred compensation benefits, net of current portion
|
12,878
|
|
|
15,282
|
|
||
Other
|
372
|
|
|
250
|
|
||
Total non-current liabilities
|
274,275
|
|
|
313,175
|
|
||
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
|
91,185
|
|
|
86,223
|
|
||
Retained earnings
|
866,886
|
|
|
768,816
|
|
||
Accumulated other comprehensive income (loss)
|
(491
|
)
|
|
892
|
|
||
Treasury stock, at cost: 20,262 and 20,243 shares, respectively
|
(351,256
|
)
|
|
(347,374
|
)
|
||
Total stockholders' equity
|
632,212
|
|
|
534,445
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,104,231
|
|
|
$
|
1,051,805
|
|
Fiscal Years Ended
|
August 31, 2019
|
|
August 25, 2018
|
|
August 26, 2017
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
111,798
|
|
|
$
|
102,357
|
|
|
$
|
71,330
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
13,682
|
|
|
9,849
|
|
|
7,315
|
|
|||
Amortization of intangibles
|
9,635
|
|
|
9,328
|
|
|
24,660
|
|
|||
Amortization of debt issuance costs
|
1,612
|
|
|
2,206
|
|
|
1,596
|
|
|||
Last in, first-out expense
|
2,258
|
|
|
3,344
|
|
|
1,722
|
|
|||
Stock-based compensation
|
7,058
|
|
|
7,434
|
|
|
2,977
|
|
|||
Deferred income taxes
|
7,984
|
|
|
5,784
|
|
|
8,360
|
|
|||
Deferred compensation expense and postretirement benefit income
|
1,056
|
|
|
1,201
|
|
|
(23,379
|
)
|
|||
Other, net
|
257
|
|
|
(995
|
)
|
|
(1,257
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
6,418
|
|
|
(37,739
|
)
|
|
(25,136
|
)
|
|||
Inventories
|
(8,256
|
)
|
|
(46,429
|
)
|
|
(6,165
|
)
|
|||
Prepaid expenses and other assets
|
(4,499
|
)
|
|
2,353
|
|
|
(2,461
|
)
|
|||
Accounts payable
|
907
|
|
|
(1,278
|
)
|
|
23,778
|
|
|||
Income taxes and unrecognized tax benefits
|
(13,810
|
)
|
|
7,939
|
|
|
7,045
|
|
|||
Accrued expenses and other liabilities
|
(2,350
|
)
|
|
17,992
|
|
|
6,742
|
|
|||
Net cash provided by operating activities
|
133,750
|
|
|
83,346
|
|
|
97,127
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(40,858
|
)
|
|
(28,668
|
)
|
|
(13,993
|
)
|
|||
Acquisition of business, net of cash acquired
|
(702
|
)
|
|
(81,200
|
)
|
|
(392,473
|
)
|
|||
Proceeds from the sale of property
|
148
|
|
|
338
|
|
|
223
|
|
|||
Other, net
|
2,476
|
|
|
(2,231
|
)
|
|
858
|
|
|||
Net cash used in investing activities
|
(38,936
|
)
|
|
(111,761
|
)
|
|
(405,385
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings on credit agreement
|
891,892
|
|
|
221,133
|
|
|
366,400
|
|
|||
Repayments of credit agreement
|
(930,424
|
)
|
|
(206,601
|
)
|
|
(82,400
|
)
|
|||
Payments of cash dividends
|
(13,670
|
)
|
|
(12,738
|
)
|
|
(12,738
|
)
|
|||
Payments for repurchases of common stock
|
(8,171
|
)
|
|
(6,481
|
)
|
|
(1,530
|
)
|
|||
Payments of debt issuance costs
|
—
|
|
|
(589
|
)
|
|
(11,020
|
)
|
|||
Other, net
|
648
|
|
|
88
|
|
|
(92
|
)
|
|||
Net cash (used in) provided by financing activities
|
(59,725
|
)
|
|
(5,188
|
)
|
|
258,620
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
35,089
|
|
|
(33,603
|
)
|
|
(49,638
|
)
|
|||
Cash and cash equivalents at beginning of year
|
2,342
|
|
|
35,945
|
|
|
85,583
|
|
|||
Cash and cash equivalents at end of year
|
$
|
37,431
|
|
|
$
|
2,342
|
|
|
$
|
35,945
|
|
|
|
|
|
|
|
||||||
Supplement cash flow disclosure:
|
|
|
|
|
|
||||||
Income taxes paid, net
|
$
|
37,061
|
|
|
$
|
26,436
|
|
|
$
|
21,421
|
|
Interest paid
|
$
|
14,921
|
|
|
$
|
16,565
|
|
|
$
|
11,893
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Issuance of Winnebago common stock for acquisition of business
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,066
|
|
Capital expenditures in accounts payable
|
$
|
387
|
|
|
$
|
698
|
|
|
$
|
1,021
|
|
|
Common Shares
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Treasury Stock
|
Total Stockholders' Equity
|
||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
|||||||||||||||||||
Balances at August 27, 2016
|
51,776
|
|
$
|
25,888
|
|
$
|
32,717
|
|
$
|
620,546
|
|
$
|
10,975
|
|
(24,875
|
)
|
$
|
(421,767
|
)
|
$
|
268,359
|
|
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
2,830
|
|
—
|
|
—
|
|
5
|
|
78
|
|
2,908
|
|
||||||
Issuance of stock
|
—
|
|
—
|
|
(1,821
|
)
|
—
|
|
—
|
|
155
|
|
2,629
|
|
808
|
|
||||||
Issuance of stock for acquisition
|
—
|
|
—
|
|
46,205
|
|
—
|
|
—
|
|
4,586
|
|
77,861
|
|
124,066
|
|
||||||
Creation of APIC pool due to stock award
|
—
|
|
—
|
|
470
|
|
—
|
|
—
|
|
—
|
|
—
|
|
470
|
|
||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(54
|
)
|
(1,531
|
)
|
(1,531
|
)
|
||||||
Common stock dividends; $0.40 per share
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
||||||
Prior service cost and actuarial loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(15,387
|
)
|
—
|
|
—
|
|
(15,387
|
)
|
||||||
Plan amendment, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
3,903
|
|
—
|
|
—
|
|
3,903
|
|
||||||
Change in fair value of interest rate swap, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(514
|
)
|
—
|
|
—
|
|
(514
|
)
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
71,330
|
|
—
|
|
—
|
|
—
|
|
71,330
|
|
||||||
Balances at August 26, 2017
|
51,776
|
|
25,888
|
|
80,401
|
|
679,138
|
|
(1,023
|
)
|
(20,183
|
)
|
(342,730
|
)
|
441,674
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
7,406
|
|
—
|
|
—
|
|
5
|
|
78
|
|
7,484
|
|
||||||
Issuance of stock
|
—
|
|
—
|
|
(1,584
|
)
|
—
|
|
—
|
|
104
|
|
1,759
|
|
175
|
|
||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(169
|
)
|
(6,481
|
)
|
(6,481
|
)
|
||||||
Common stock dividends; $0.40 per share
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
—
|
|
—
|
|
—
|
|
(12,738
|
)
|
||||||
Actuarial loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
27
|
|
—
|
|
—
|
|
27
|
|
||||||
Change in fair value of interest rate swap, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
1,947
|
|
—
|
|
—
|
|
1,947
|
|
||||||
Reclassification of tax effects
|
—
|
|
—
|
|
—
|
|
59
|
|
(59
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
102,357
|
|
—
|
|
—
|
|
—
|
|
102,357
|
|
||||||
Balances at August 25, 2018
|
51,776
|
|
25,888
|
|
86,223
|
|
768,816
|
|
892
|
|
(20,243
|
)
|
(347,374
|
)
|
534,445
|
|
||||||
Stock-based compensation, net of forfeitures
|
—
|
|
—
|
|
6,993
|
|
—
|
|
—
|
|
5
|
|
82
|
|
7,075
|
|
||||||
Issuance of stock
|
—
|
|
—
|
|
(2,031
|
)
|
—
|
|
—
|
|
244
|
|
4,207
|
|
2,176
|
|
||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(268
|
)
|
(8,171
|
)
|
(8,171
|
)
|
||||||
Common stock dividends; $0.43 per share
|
—
|
|
—
|
|
—
|
|
(13,728
|
)
|
—
|
|
—
|
|
—
|
|
(13,728
|
)
|
||||||
Actuarial loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
32
|
|
—
|
|
—
|
|
32
|
|
||||||
Change in fair value of interest rate swap, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,415
|
)
|
—
|
|
—
|
|
(1,415
|
)
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
111,798
|
|
—
|
|
—
|
|
—
|
|
111,798
|
|
||||||
Balances at August 31, 2019
|
51,776
|
|
$
|
25,888
|
|
$
|
91,185
|
|
$
|
866,886
|
|
$
|
(491
|
)
|
(20,262
|
)
|
$
|
(351,256
|
)
|
$
|
632,212
|
|
Asset Class
|
Asset Life
|
Buildings
|
8-45 years
|
Machinery and equipment
|
1-15 years
|
Software
|
1-10 years
|
Transportation equipment
|
1-7 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)
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
$
|
1,069,862
|
|
|
$
|
969,362
|
|
|
$
|
559,664
|
|
Operating income
|
145,900
|
|
|
129,123
|
|
|
54,188
|
|
(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.
|
(in thousands)
|
2017
|
||
Amortization of intangibles (1 year or less useful life)(1)
|
$
|
(18,751
|
)
|
Increase in amortization of intangibles(1)
|
1,551
|
|
|
Expenses related to business combination (transaction costs)(2)
|
(6,649
|
)
|
|
Interest to reflect new debt structure(3)
|
3,672
|
|
|
Taxes related to the adjustments to the pro forma data and to the income of Grand Design
|
11,648
|
|
(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.
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Revenues
|
|
|
|
|
|
||||||
Towable
|
$
|
1,197,327
|
|
|
$
|
1,127,723
|
|
|
$
|
685,197
|
|
Motorhome
|
706,927
|
|
|
860,675
|
|
|
853,360
|
|
|||
Corporate / All Other
|
81,420
|
|
|
28,431
|
|
|
8,562
|
|
|||
Consolidated
|
$
|
1,985,674
|
|
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
||||||
Towable
|
$
|
163,677
|
|
|
$
|
157,010
|
|
|
$
|
89,734
|
|
Motorhome
|
27,455
|
|
|
35,508
|
|
|
56,518
|
|
|||
Corporate / All Other
|
(11,480
|
)
|
|
(10,772
|
)
|
|
(7,375
|
)
|
|||
Consolidated
|
$
|
179,652
|
|
|
$
|
181,746
|
|
|
$
|
138,877
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Towable
|
$
|
27,679
|
|
|
$
|
18,460
|
|
|
$
|
4,406
|
|
Motorhome
|
9,969
|
|
|
9,302
|
|
|
9,563
|
|
|||
Corporate / All Other
|
3,210
|
|
|
906
|
|
|
24
|
|
|||
Consolidated
|
$
|
40,858
|
|
|
$
|
28,668
|
|
|
$
|
13,993
|
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
Total Assets
|
|
|
|
||||
Towable
|
$
|
628,994
|
|
|
$
|
626,588
|
|
Motorhome
|
332,157
|
|
|
322,048
|
|
||
Corporate / All Other
|
143,080
|
|
|
103,169
|
|
||
Consolidated
|
$
|
1,104,231
|
|
|
$
|
1,051,805
|
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
111,798
|
|
|
$
|
102,357
|
|
|
$
|
71,330
|
|
Interest expense
|
17,939
|
|
|
18,246
|
|
|
16,837
|
|
|||
Provision for income taxes
|
27,111
|
|
|
40,283
|
|
|
37,269
|
|
|||
Depreciation
|
13,682
|
|
|
9,849
|
|
|
7,315
|
|
|||
Amortization of intangible assets
|
9,635
|
|
|
9,328
|
|
|
24,660
|
|
|||
EBITDA
|
180,165
|
|
|
180,063
|
|
|
157,411
|
|
|||
Postretirement health care benefit income
|
—
|
|
|
—
|
|
|
(24,796
|
)
|
|||
Restructuring(1)
|
1,068
|
|
|
—
|
|
|
—
|
|
|||
Acquisition-related costs
|
—
|
|
|
2,177
|
|
|
6,592
|
|
|||
Non-operating income
|
(1,581
|
)
|
|
(494
|
)
|
|
(330
|
)
|
|||
Adjusted EBITDA
|
$
|
179,652
|
|
|
$
|
181,746
|
|
|
$
|
138,877
|
|
(1)
|
Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation.
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
1,836,472
|
|
|
$
|
1,860,613
|
|
|
$
|
1,445,401
|
|
International
|
149,202
|
|
|
156,216
|
|
|
101,718
|
|
|||
Net Revenues
|
$
|
1,985,674
|
|
|
$
|
2,016,829
|
|
|
$
|
1,547,119
|
|
•
|
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
|
|
Fair Value Hierarchy
|
||||||||||||
(in thousands)
|
August 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets that fund deferred compensation:
|
|
|
|
|
|
|
|
||||||||
Domestic equity funds
|
$
|
373
|
|
|
$
|
288
|
|
|
$
|
85
|
|
|
$
|
—
|
|
International equity funds
|
101
|
|
|
45
|
|
|
56
|
|
|
—
|
|
||||
Fixed income funds
|
155
|
|
|
54
|
|
|
101
|
|
|
—
|
|
||||
Interest rate swap contract
|
90
|
|
|
—
|
|
|
90
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
719
|
|
|
$
|
387
|
|
|
$
|
332
|
|
|
$
|
—
|
|
|
Fair Value at
|
|
Fair Value Hierarchy
|
||||||||||||
(in thousands)
|
August 25, 2018
|
|
|
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
|
|
|
$
|
—
|
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
Finished goods
|
$
|
53,417
|
|
|
$
|
26,513
|
|
Work-in-process ("WIP")
|
82,926
|
|
|
68,339
|
|
||
Raw materials
|
105,804
|
|
|
139,039
|
|
||
Total
|
242,147
|
|
|
233,891
|
|
||
Less LIFO reserve
|
41,021
|
|
|
38,763
|
|
||
Inventories
|
$
|
201,126
|
|
|
$
|
195,128
|
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
LIFO basis
|
$
|
184,007
|
|
|
$
|
176,215
|
|
FIFO basis
|
58,140
|
|
|
57,676
|
|
||
Total
|
$
|
242,147
|
|
|
$
|
233,891
|
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
Land
|
$
|
6,799
|
|
|
$
|
6,747
|
|
Buildings and building improvements
|
119,638
|
|
|
94,622
|
|
||
Machinery and equipment
|
107,701
|
|
|
105,663
|
|
||
Software
|
29,169
|
|
|
23,388
|
|
||
Transportation
|
3,865
|
|
|
8,837
|
|
||
Property, plant, and equipment, gross
|
267,172
|
|
|
239,257
|
|
||
Less accumulated depreciation
|
139,600
|
|
|
138,064
|
|
||
Property, plant, and equipment, net
|
$
|
127,572
|
|
|
$
|
101,193
|
|
(in thousands)
|
Towable
|
|
Corporate / All Other
|
|
Total
|
||||||
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
|
|
|||
Chris-Craft purchase price adjustment(1)
|
—
|
|
|
561
|
|
|
561
|
|
|||
Balances at August 31, 2019
|
$
|
244,684
|
|
|
$
|
30,247
|
|
|
$
|
274,931
|
|
(1)
|
Refer to Note 2, Business Combinations, for additional information on the acquisitions of Grand Design and Chris-Craft.
|
|
August 31, 2019
|
|
August 25, 2018
|
||||||||||||||||
(in thousands)
|
Weighted Average Life-Years
|
|
Cost
|
|
Accumulated Amortization
|
|
Weighted Average Life-Years
|
|
Cost
|
|
Accumulated Amortization
|
||||||||
Trade names
|
Indefinite
|
|
$
|
177,250
|
|
|
|
|
Indefinite
|
|
$
|
177,250
|
|
|
|
||||
Dealer networks
|
12.2
|
|
95,581
|
|
|
$
|
20,329
|
|
|
12.2
|
|
95,581
|
|
|
$
|
12,328
|
|
||
Backlog
|
0.5
|
|
19,527
|
|
|
19,527
|
|
|
0.5
|
|
19,527
|
|
|
19,135
|
|
||||
Non-compete agreements
|
4.1
|
|
5,347
|
|
|
3,077
|
|
|
4.1
|
|
5,347
|
|
|
2,084
|
|
||||
Leasehold interest-favorable
|
8.1
|
|
2,000
|
|
|
690
|
|
|
8.1
|
|
2,000
|
|
|
441
|
|
||||
Other intangible assets, gross
|
|
|
299,705
|
|
|
43,623
|
|
|
|
|
299,705
|
|
|
33,988
|
|
||||
Less accumulated amortization
|
|
|
43,623
|
|
|
|
|
|
|
33,988
|
|
|
|
||||||
Other intangible assets, net
|
|
|
$
|
256,082
|
|
|
|
|
|
|
$
|
265,717
|
|
|
|
(in thousands)
|
Amount
|
||
Fiscal 2020
|
$
|
9,032
|
|
Fiscal 2021
|
9,032
|
|
|
Fiscal 2022
|
8,390
|
|
|
Fiscal 2023
|
8,197
|
|
|
Fiscal 2024
|
8,095
|
|
|
Thereafter
|
36,086
|
|
|
Total amortization expense remaining
|
$
|
78,832
|
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
40,498
|
|
|
$
|
30,805
|
|
|
$
|
12,412
|
|
Business acquisitions(1)
|
—
|
|
|
611
|
|
|
12,904
|
|
|||
Provision
|
45,902
|
|
|
42,377
|
|
|
31,631
|
|
|||
Claims paid
|
(41,964
|
)
|
|
(33,295
|
)
|
|
(26,142
|
)
|
|||
Balance at end of year
|
$
|
44,436
|
|
|
$
|
40,498
|
|
|
$
|
30,805
|
|
(1)
|
Refer to Note 2, Business Combinations, for additional information on the acquisitions of Grand Design and Chris-Craft.
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
ABL
|
$
|
—
|
|
|
$
|
38,532
|
|
Term Loan
|
260,000
|
|
|
260,000
|
|
||
Long-term debt, excluding debt issuance costs
|
260,000
|
|
|
298,532
|
|
||
Debt issuance cost, net
|
(5,706
|
)
|
|
(7,091
|
)
|
||
Long-term debt
|
254,294
|
|
|
291,441
|
|
||
Less current maturities
|
8,892
|
|
|
—
|
|
||
Long-term debt, less current maturities
|
$
|
245,402
|
|
|
$
|
291,441
|
|
(in thousands)
|
Amount
|
||
Fiscal 2020
|
$
|
10,250
|
|
Fiscal 2021
|
15,000
|
|
|
Fiscal 2022
|
15,000
|
|
|
Fiscal 2023
|
15,000
|
|
|
Fiscal 2024
|
$
|
204,750
|
|
Total Term Loan
|
$
|
260,000
|
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
Non-qualified deferred compensation
|
$
|
13,093
|
|
|
$
|
14,831
|
|
Supplemental executive retirement plan
|
2,072
|
|
|
2,309
|
|
||
Executive share option plan
|
12
|
|
|
935
|
|
||
Executive deferred compensation plan
|
621
|
|
|
421
|
|
||
Officer stock-based compensation
|
—
|
|
|
1,528
|
|
||
Total deferred compensation benefits
|
15,798
|
|
|
20,024
|
|
||
Less current portion(1)
|
2,920
|
|
|
4,742
|
|
||
Deferred compensation benefits, net of current portion
|
$
|
12,878
|
|
|
$
|
15,282
|
|
(1)
|
Included in accrued compensation in the consolidated balance sheets.
|
(in thousands)
|
2017
|
||
Interest cost
|
$
|
29
|
|
Service cost
|
16
|
|
|
Amortization of prior service benefit
|
(40,444
|
)
|
|
Amortization of net actuarial loss
|
15,648
|
|
|
Net periodic postretirement benefit income
|
$
|
(24,751
|
)
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
Cash value
|
$
|
61,836
|
|
|
$
|
63,574
|
|
Borrowings
|
(34,990
|
)
|
|
(35,277
|
)
|
||
Investment in life insurance
|
$
|
26,846
|
|
|
$
|
28,297
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Inventory repurchased:
|
|
|
|
|
|
||||||
Units
|
125
|
|
|
56
|
|
|
14
|
|
|||
Dollars
|
$
|
5,535
|
|
|
$
|
1,716
|
|
|
$
|
408
|
|
Inventory resold:
|
|
|
|
|
|
||||||
Units
|
109
|
|
|
56
|
|
|
15
|
|
|||
Cash collected
|
$
|
4,634
|
|
|
$
|
1,585
|
|
|
$
|
393
|
|
Loss recognized
|
$
|
556
|
|
|
$
|
132
|
|
|
$
|
44
|
|
Units in ending inventory
|
16
|
|
|
—
|
|
|
—
|
|
|
Operating Leases
|
||||||||||
(In thousands)
|
Related Party Amount
|
|
Non-Related Party Amount
|
|
Total
|
||||||
Fiscal 2020
|
$
|
2,864
|
|
|
$
|
1,236
|
|
|
$
|
4,100
|
|
Fiscal 2021
|
2,863
|
|
|
1,068
|
|
|
3,931
|
|
|||
Fiscal 2022
|
2,863
|
|
|
759
|
|
|
3,622
|
|
|||
Fiscal 2023
|
3,597
|
|
|
530
|
|
|
4,127
|
|
|||
Fiscal 2024
|
3,963
|
|
|
361
|
|
|
4,324
|
|
|||
Thereafter
|
25,064
|
|
|
1,359
|
|
|
26,423
|
|
|||
Total future lease commitments
|
$
|
41,214
|
|
|
$
|
5,313
|
|
|
$
|
46,527
|
|
(in thousands)
|
2019
|
|
2018
|
||||
Net Revenues
|
|
|
|
||||
Towable:
|
|
|
|
||||
Fifth Wheel
|
$
|
688,932
|
|
|
$
|
629,906
|
|
Travel Trailer
|
489,956
|
|
|
484,416
|
|
||
Other(1)
|
18,439
|
|
|
13,401
|
|
||
Total Towable
|
1,197,327
|
|
|
1,127,723
|
|
||
Motorhome:
|
|
|
|
||||
Class A
|
178,750
|
|
|
318,197
|
|
||
Class B
|
255,000
|
|
|
168,495
|
|
||
Class C
|
246,417
|
|
|
346,876
|
|
||
Other(1)
|
26,760
|
|
|
27,107
|
|
||
Total Motorhome
|
706,927
|
|
|
860,675
|
|
||
Corporate / All Other:
|
|
|
|
||||
Other(2)
|
81,420
|
|
|
28,431
|
|
||
Total Corporate / All Other
|
81,420
|
|
|
28,431
|
|
||
Consolidated
|
$
|
1,985,674
|
|
|
$
|
2,016,829
|
|
(1)
|
Relates to parts, accessories, and services.
|
(2)
|
Relates to marine and specialty vehicle units, parts, accessories, and services.
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Share awards:
|
|
|
|
|
|
||||||
Time-based
|
$
|
4,986
|
|
|
$
|
4,152
|
|
|
$
|
2,606
|
|
Performance-based
|
716
|
|
|
2,525
|
|
|
69
|
|
|||
Stock options
|
925
|
|
|
502
|
|
|
164
|
|
|||
Other(1)
|
431
|
|
|
255
|
|
|
138
|
|
|||
Total stock-based compensation expense
|
$
|
7,058
|
|
|
$
|
7,434
|
|
|
$
|
2,977
|
|
(1)
|
Includes stock-based compensation expense related to Board of Directors stock award 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.
|
|
Shares
|
|
Weighted Average Fair Value
|
|||
Outstanding at August 25, 2018
|
285,191
|
|
|
$
|
34.08
|
|
Granted
|
152,152
|
|
|
$
|
31.70
|
|
Vested
|
(213,379
|
)
|
|
$
|
32.88
|
|
Forfeited/canceled
|
(8,458
|
)
|
|
$
|
38.58
|
|
Outstanding at August 31, 2019
|
215,506
|
|
|
$
|
33.40
|
|
|
Shares
|
|
Weighted Average Fair Value
|
|||
Outstanding at August 25, 2018
|
127,226
|
|
|
$
|
35.08
|
|
Granted
|
80,207
|
|
|
$
|
31.70
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited/canceled
|
—
|
|
|
$
|
—
|
|
Outstanding at August 31, 2019
|
207,433
|
|
|
$
|
33.77
|
|
|
Stock Options
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands) |
|||||
Outstanding at August 25, 2018
|
138,510
|
|
|
$
|
36.68
|
|
|
|
|
|
||
Granted
|
114,635
|
|
|
$
|
31.70
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Forfeited/canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at August 31, 2019
|
253,145
|
|
|
$
|
34.43
|
|
|
8.3
|
|
$
|
350.4
|
|
Vested and expected to vest at August 31, 2019
|
253,145
|
|
|
$
|
34.43
|
|
|
8.3
|
|
$
|
350.4
|
|
Exercisable at August 31, 2019
|
71,426
|
|
|
$
|
33.13
|
|
|
7.4
|
|
$
|
260.3
|
|
Valuation Assumptions(1)
|
2019
|
|
2018
|
|
2017
|
||||||
Expected dividend yield
|
1.3
|
%
|
|
0.9
|
%
|
|
1.4
|
%
|
|||
Risk-free interest rate(2)
|
3.0
|
%
|
|
2.0
|
%
|
|
1.5
|
%
|
|||
Expected life of stock options (in years)(3)
|
5
|
|
|
5
|
|
|
5
|
|
|||
Expected stock price volatility(4)
|
39.1
|
%
|
|
38.1
|
%
|
|
39.3
|
%
|
|||
Weighted average fair value of options granted
|
$
|
11.09
|
|
|
$
|
14.78
|
|
|
$
|
9.58
|
|
(1)
|
Forfeitures are recorded when they occur.
|
(2)
|
Based on U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of our stock options.
|
(3)
|
Estimated based on historical experience.
|
(4)
|
Based on historical experience over a term consistent with the expected life of the stock options.
|
|
Motorhome
|
||
(in thousands)
|
2019
|
||
Cost of goods sold
|
$
|
1,724
|
|
Selling, general, and administrative expenses
|
219
|
|
|
Restructuring expense
|
$
|
1,943
|
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
16,433
|
|
|
$
|
28,874
|
|
|
$
|
33,125
|
|
State
|
3,138
|
|
|
5,215
|
|
|
2,937
|
|
|||
Total
|
19,571
|
|
|
34,089
|
|
|
36,062
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
6,395
|
|
|
5,123
|
|
|
926
|
|
|||
State
|
1,145
|
|
|
1,071
|
|
|
281
|
|
|||
Total
|
7,540
|
|
|
6,194
|
|
|
1,207
|
|
|||
Provision for income taxes
|
$
|
27,111
|
|
|
$
|
40,283
|
|
|
$
|
37,269
|
|
|
2019
|
|
2018
|
|
2017
|
|||
U.S. federal statutory rate(1)
|
21.0
|
%
|
|
25.9
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
2.9
|
%
|
|
3.0
|
%
|
|
2.8
|
%
|
Impact from Tax Act
|
—
|
%
|
|
2.6
|
%
|
|
—
|
%
|
Domestic production activities deduction
|
—
|
%
|
|
(2.2
|
)%
|
|
(2.4
|
)%
|
Income tax credits
|
(4.5
|
)%
|
|
(0.5
|
)%
|
|
(0.6
|
)%
|
Tax-free and dividend income
|
(0.5
|
)%
|
|
(0.4
|
)%
|
|
(0.7
|
)%
|
Uncertain tax position settlements and adjustments
|
0.9
|
%
|
|
0.1
|
%
|
|
(0.6
|
)%
|
Other items
|
(0.3
|
)%
|
|
(0.3
|
)%
|
|
0.8
|
%
|
Effective tax provision rate
|
19.5
|
%
|
|
28.2
|
%
|
|
34.3
|
%
|
(1)
|
The U.S. federal statutory rate for Fiscal 2018 is a blended rate, which includes the impact of the Tax Act enactment.
|
(in thousands)
|
August 31, 2019
|
|
August 25, 2018
|
||||
Warranty reserves
|
$
|
10,949
|
|
|
$
|
9,842
|
|
Deferred compensation
|
3,989
|
|
|
4,730
|
|
||
Self-insurance reserve
|
2,617
|
|
|
2,601
|
|
||
Stock-based compensation
|
2,558
|
|
|
1,277
|
|
||
Accrued vacation
|
1,227
|
|
|
1,298
|
|
||
Unrecognized tax benefit
|
444
|
|
|
584
|
|
||
Inventory
|
—
|
|
|
615
|
|
||
Other(1)
|
3,337
|
|
|
1,797
|
|
||
Total deferred tax assets
|
25,121
|
|
|
22,744
|
|
||
Intangibles
|
28,055
|
|
|
21,292
|
|
||
Depreciation
|
8,192
|
|
|
5,909
|
|
||
Inventory
|
906
|
|
|
—
|
|
||
Total deferred tax liabilities
|
37,153
|
|
|
27,201
|
|
||
Total deferred income tax liabilities, net
|
$
|
12,032
|
|
|
$
|
4,457
|
|
(1)
|
At August 31, 2019, other includes $0.6 million and $0.4 million related to federal and state net operating losses, respectively. At August 25, 2018, other includes $1.4 million and $0.1 million related to federal and state net operating losses, respectively. These net operating losses 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.
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
1,220
|
|
|
$
|
1,195
|
|
|
$
|
1,710
|
|
Gross increases (decreases)-tax positions in a prior year
|
1,173
|
|
|
25
|
|
|
(536
|
)
|
|||
Gross increases-current year tax positions
|
429
|
|
|
—
|
|
|
21
|
|
|||
Balance at end of year
|
2,822
|
|
|
1,220
|
|
|
1,195
|
|
|||
Accrued interest and penalties
|
769
|
|
|
525
|
|
|
411
|
|
|||
Total unrecognized tax benefits
|
$
|
3,591
|
|
|
$
|
1,745
|
|
|
$
|
1,606
|
|
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income
|
$
|
111,798
|
|
|
$
|
102,357
|
|
|
$
|
71,330
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
31,536
|
|
|
31,596
|
|
|
30,648
|
|
|||
Dilutive impact of stock compensation awards
|
185
|
|
|
218
|
|
|
118
|
|
|||
Weighted average common shares outstanding, assuming dilution
|
31,721
|
|
|
31,814
|
|
|
30,766
|
|
|||
|
|
|
|
|
|
||||||
Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution
|
189
|
|
|
62
|
|
|
56
|
|
|||
|
|
|
|
|
|
||||||
Basic income per common share
|
$
|
3.55
|
|
|
$
|
3.24
|
|
|
$
|
2.33
|
|
Diluted income per common share
|
$
|
3.52
|
|
|
$
|
3.22
|
|
|
$
|
2.32
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in thousands)
|
Defined Benefit Pension Items
|
|
Interest Rate Swap
|
|
Total
|
|
Defined Benefit Pension Items
|
|
Interest Rate Swap
|
|
Total
|
||||||||||||
Balance at beginning of year
|
$
|
(591
|
)
|
|
$
|
1,483
|
|
|
$
|
892
|
|
|
$
|
(509
|
)
|
|
$
|
(514
|
)
|
|
$
|
(1,023
|
)
|
OCI before reclassifications
|
—
|
|
|
(1,415
|
)
|
|
(1,415
|
)
|
|
—
|
|
|
1,947
|
|
|
1,947
|
|
||||||
Amounts reclassified from AOCI
|
32
|
|
|
—
|
|
|
32
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||||
Net current-year OCI
|
32
|
|
|
(1,415
|
)
|
|
(1,383
|
)
|
|
27
|
|
|
1,947
|
|
|
1,974
|
|
||||||
Reclassification to retained earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
50
|
|
|
(59
|
)
|
||||||
Balance at end of year
|
$
|
(559
|
)
|
|
$
|
68
|
|
|
$
|
(491
|
)
|
|
$
|
(591
|
)
|
|
$
|
1,483
|
|
|
$
|
892
|
|
(In thousands)
|
Location on Consolidated Statements of Income and Comprehensive Income
|
2019
|
|
2018
|
|
2017
|
||||||
Amortization of prior service credit
|
SG&A
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(25,035
|
)
|
Amortization of net actuarial loss
|
SG&A
|
32
|
|
|
27
|
|
|
9,705
|
|
|||
Total reclassifications
|
|
$
|
32
|
|
|
$
|
27
|
|
|
$
|
(15,330
|
)
|
Fiscal 2019
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share data)
|
November 24,
2018 |
|
February 23,
2019 |
|
May 25,
2019 |
|
August 31, 2019(1)
|
||||||||
Net revenues
|
$
|
493,648
|
|
|
$
|
432,690
|
|
|
$
|
528,940
|
|
|
$
|
530,396
|
|
Gross profit
|
70,996
|
|
|
66,429
|
|
|
86,584
|
|
|
83,188
|
|
||||
Operating income
|
32,625
|
|
|
28,903
|
|
|
48,974
|
|
|
44,765
|
|
||||
Net income
|
22,161
|
|
|
21,598
|
|
|
36,171
|
|
|
31,868
|
|
||||
Net income per share (basic)
|
0.70
|
|
|
0.68
|
|
|
1.15
|
|
|
1.01
|
|
||||
Net income per share (diluted)
|
0.70
|
|
|
0.68
|
|
|
1.14
|
|
|
1.01
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
(1)
|
During the quarter ended August 31, 2019, we recorded a $10.8 million reduction of WIP inventory and increase to Cost of goods sold for the cumulative correction of an immaterial error related to prior periods. The error was not material to our Consolidated Financial Statements for any quarterly or annual period.
|
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
|
Exhibit No.
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
||
2a.
|
|
|
8-K
|
|
2.1
|
|
10/05/2016
|
|
|
|
2b.
|
|
|
8-K
|
|
2.1
|
|
09/16/2019
|
|
|
|
3a.
|
|
|
10-K
|
|
3a
|
|
10/18/2018
|
|
|
|
3b.
|
|
|
8-K
|
|
3.1
|
|
03/29/2016
|
|
|
|
4a.
|
|
|
|
|
|
|
|
|
X
|
|
10a.
|
|
|
10-K
|
|
10.B
|
|
11/22/1995
|
|
|
|
10b.
|
|
|
10-Q
|
|
10.I
|
|
04/09/2001
|
|
|
|
10c.
|
|
|
10-K
|
|
10.BB
|
|
10/25/2011
|
|
|
|
10d.
|
|
|
10-Q
|
|
10.1
|
|
07/01/2011
|
|
|
|
10e.
|
|
|
8-K
|
|
10.1
|
|
12/06/2013
|
|
|
Exhibit No.
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
||
10f.
|
|
|
DEF 14A
|
|
A
|
|
10/31/2018
|
|
|
|
10g.
|
|
|
10-Q
|
|
10.1
|
|
06/28/2013
|
|
|
|
10h.
|
|
|
10-K
|
|
10.C
|
|
11/22/1995
|
|
|
|
10i.
|
|
|
8-K
|
|
99.2
|
|
06/18/2015
|
|
|
|
10j.
|
|
|
8-K
|
|
99.2
|
|
10/14/2016
|
|
|
|
10k.
|
|
|
8-K
|
|
99.2
|
|
10/20/2017
|
|
|
|
10l.
|
|
|
10-Q
|
|
10.b
|
|
12/20/2018
|
|
|
|
10m.
|
|
|
10-Q
|
|
10.c
|
|
12/20/2018
|
|
|
|
10n.
|
|
|
10-Q
|
|
10.d
|
|
12/20/2018
|
|
|
|
10o.
|
|
|
10-Q
|
|
10.e
|
|
12/20/2018
|
|
|
|
10p.
|
|
|
|
|
|
|
|
|
X
|
|
10q.
|
|
|
10-Q
|
|
10.f
|
|
12/20/2018
|
|
|
|
10r.
|
|
|
10-K
|
|
10.Z
|
|
10/27/2009
|
|
|
|
10s.
|
|
|
|
|
|
|
|
|
X
|
|
10t.
|
|
|
8-K
|
|
10.1
|
|
05/30/2014
|
|
|
|
10u.
|
|
|
8-K
|
|
10.1
|
|
10/05/2016
|
|
|
|
10v.
|
|
|
8-K
|
|
10.2
|
|
10/05/2016
|
|
|
*
|
Management contract or compensation plan or arrangement.
|
**
|
Attached as Exhibit 101 to this report are the following financial statements from our Annual Report on Form 10-K for the year ended August 31, 2019 formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income
|
|
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
|
•
|
an acquisition of the Company by means of a tender or exchange offer;
|
•
|
an acquisition of the Company by means of a proxy contest or otherwise; or
|
•
|
the removal of a majority or all of the Company’s incumbent officers and directors.
|
|
|
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%
|
Winnebago Industries Holdco, LLC
|
|
Delaware
|
|
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;
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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;
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c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation;
|
d.
|
Disclosed in this Annual Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting;
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5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
October 23, 2019
|
|
By:
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/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");
|
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 23, 2019
|
|
By:
|
/s/ Bryan L. Hughes
|
|
|
|
|
Bryan L. Hughes
|
|
|
|
|
Vice President, Chief Financial Officer
|
a.
|
The Annual Report on Form 10-K for the year ended August 31, 2019 (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
|
b.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
October 23, 2019
|
|
By:
|
/s/ Michael J. Happe
|
|
|
|
|
Michael J. Happe
|
|
|
|
|
President, Chief Executive Officer
|
a.
|
The Annual Report on Form 10-K for the year ended August 31, 2019 (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
|
b.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
October 23, 2019
|
|
By:
|
/s/ Bryan L. Hughes
|
|
|
|
|
Bryan L. Hughes
|
|
|
|
|
Vice President, Chief Financial Officer
|