WGO Winnebago Industries, Inc.

Risks

• The industry in which we operate is highly competitive. Failure to compete effectively against competitors could negatively impact our business and operating results.
• If we fail to identify, attract, and retain appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed. Changes in market compensation rates may adversely affect our profitability.
• Our operations are primarily centered in northern IA and northern IN. Any disruption at these sites could adversely affect our business and operating results.
• The terms of our Credit Agreement could adversely affect our operating flexibility and pose risks of default under our Credit Agreement.
• Various factors, including share dilution, changes to credit terms, and our ability to meet financial performance expectations, could result in a decline in our stock price.
• Our current facility expansions may not provide the results that were planned, which could negatively impact our production and operating results at these locations.
• We could be impacted by the potential adverse effects of union activities.
• Our business may be sensitive to economic conditions, including those that impact consumer spending.
• An impairment in the carrying value of goodwill and trade names could negatively impact our consolidated results of operations.
• Credit market deterioration and volatility may restrict the ability of our dealers and retail customers to finance the purchase of our products.
• Our business is both cyclical and seasonal and is subject to fluctuations in sales and net income.
• Failure to effectively manage strategic acquisitions and alliances, joint ventures, or partnerships could have a negative impact on our business.
• If we are unable to properly forecast future demand of our products, our production levels may not meet demands, which could negatively impact our operating results.
• Unanticipated changes to our distribution channel customers' inventory levels could negatively impact our operating results.
• If we are unable to continue to enhance existing products and develop and market new or enhanced products that respond to customer needs and preferences, we may experience a decrease in demand for our products and our business could suffer.
• The loss of a large dealer organization could have a significant impact on our business.
• If we are obligated to repurchase a substantially larger number of our products in the future than estimated due to dealer default, these purchases could result in adverse effects on our results of operations, financial condition, and cash flows.
• For some of the components used in production, we depend on a small group of suppliers and the loss of any of these suppliers could affect our ability to obtain components timely or at competitive prices, which would decrease our results of operations, financial condition, and cash flows.
• Increases in raw material, commodity, and transportation costs and shortages of certain raw materials could negatively impact our business.
• Significant product repair and/or replacement costs due to product warranty claims and product recalls could have a material adverse impact on our results of operations, financial condition, and cash flows.
• Our continued success is dependent on positive perceptions of our brands which, if impaired, could adversely affect our results of operations or financial condition.
• If the frequency and size of product liability and other claims against us increase, our reputation and business may be harmed.
• We may be subject to information technology system failures, network disruptions, and breaches in data security that could adversely affect our business. In addition, the benefits of our new enterprise resource planning system may not be realized, or we may incur unanticipated costs or delays, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer.
• Failure to prevent or effectively respond to a breach of the security or privacy of our customers', clients', and suppliers' confidential information could expose us to substantial costs and reputational damage, as well as litigation and enforcement actions.
• We are subject to certain government regulations that could have a material adverse impact on our business.
• Changing climate-related regulations may require us to incur additional costs in order to be in compliance.
• Certain provisions that we are subject to may reduce the ability of a third-party to acquire us, even if beneficial to shareholders.
• The Newmar Acquisition may not be consummated, and if consummated, may not perform as expected.
• We may experience difficulties in integrating the operations of Newmar into our business and in realizing the expected benefits of the Newmar Acquisition.
• Newmar may have liabilities that are not known, probable, or estimable at this time.
• We will incur significant transaction costs and merger-related integration costs in connection with the Newmar Acquisition.
• The Newmar Acquisition may significantly increase our goodwill and other intangible assets.
• The Newmar Acquisition may not achieve its intended results, including anticipated investment opportunities and earnings growth.
• Integrating Newmar’s business into our business may divert management’s attention away from operations, and we may also encounter significant difficulties in integrating the two businesses.