Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 25, 2017 | Mar. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WINNEBAGO INDUSTRIES INC | |
Entity Central Index Key | 107,687 | |
Current Fiscal Year End Date | --08-26 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Feb. 25, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 31,586,125 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Net revenues | $ 370,510 | $ 225,672 | $ 615,818 | $ 439,895 |
Cost of goods sold | 321,194 | 200,396 | 537,627 | 389,370 |
Gross profit | 49,316 | 25,276 | 78,191 | 50,525 |
Operating expenses: | ||||
Selling | 9,553 | 4,929 | 15,423 | 9,944 |
General and administrative | 12,540 | 8,437 | 22,446 | 17,257 |
Postretirement health care benefit income | (11,983) | (1,593) | (24,796) | (2,938) |
Transaction costs | 463 | 0 | 5,925 | 0 |
Amortization of intangible assets | 10,367 | 0 | 12,418 | 0 |
Total operating expenses | 20,940 | 11,773 | 31,416 | 24,263 |
Operating income | 28,376 | 13,503 | 46,775 | 26,262 |
Interest expense | 5,178 | 0 | 6,306 | 0 |
Non-operating expense (income) | 4 | 18 | (83) | (117) |
Income before income taxes | 23,194 | 13,485 | 40,552 | 26,379 |
Provision for income taxes | 7,916 | 4,131 | 13,536 | 8,467 |
Net income | $ 15,278 | $ 9,354 | $ 27,016 | $ 17,912 |
Income per common share: | ||||
Basic | $ 0.48 | $ 0.35 | $ 0.91 | $ 0.66 |
Diluted | $ 0.48 | $ 0.35 | $ 0.91 | $ 0.66 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 31,577 | 26,936 | 29,707 | 26,956 |
Diluted (in shares) | 31,686 | 27,015 | 29,827 | 27,042 |
Dividends paid per common share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 |
Other comprehensive (loss) income: | ||||
Amortization of prior service credit (net of tax of $7,495, $764, $15,409 and $1,417) | $ (12,177) | $ (1,242) | $ (25,035) | $ (2,302) |
Amortization of net actuarial loss (net of tax of $2,932, $160, $5,968 and $302) | 4,764 | 260 | 9,696 | 491 |
Plan amendment, (net of tax of $$0, $0, $2,402 and $10,895) | 0 | 0 | 3,903 | 17,701 |
Change in value of interest rate swap (net of tax of $270, $0, $270 and $0) | (439) | 0 | (439) | 0 |
Total other comprehensive (loss) income | (7,852) | (982) | (11,875) | 15,890 |
Comprehensive income | $ 7,426 | $ 8,372 | $ 15,141 | $ 33,802 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Amortization of prior service credit, tax | $ 7,495 | $ 764 | $ 15,409 | $ 1,417 |
Amortization of net actuarial loss, tax | 2,932 | 160 | 5,968 | 302 |
Plan amendment, tax | 0 | 0 | 2,402 | 10,895 |
Change in value of interest rate swap, tax | $ 270 | $ 0 | $ 270 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 10,931 | $ 85,583 |
Receivables, less allowance for doubtful accounts ($196 and $278) | 120,498 | 66,184 |
Inventories | 148,456 | 122,522 |
Prepaid expenses and other assets | 13,943 | 6,300 |
Total current assets | 293,828 | 280,589 |
Property, plant and equipment, net | 67,858 | 55,931 |
Other assets: | ||
Goodwill | 245,393 | 1,228 |
Other intangible assets, net | 240,682 | 0 |
Investment in life insurance | 26,862 | 26,492 |
Deferred income taxes | 14,203 | 18,753 |
Other assets | 5,895 | 7,725 |
Total assets | 894,721 | 390,718 |
Current liabilities: | ||
Accounts payable | 66,873 | 44,134 |
Current maturities of long-term debt | 11,301 | 0 |
Income taxes payable | 0 | 19 |
Accrued expenses: | ||
Accrued compensation | 22,258 | 19,699 |
Product warranties | 25,030 | 12,412 |
Self-insurance | 5,527 | 5,812 |
Accrued loss on repurchases | 1,522 | 881 |
Promotional | 9,512 | 4,756 |
Other | 9,664 | 5,236 |
Total current liabilities | 151,687 | 92,949 |
Non-current liabilities: | ||
Long-term debt, less current maturities | 318,164 | 0 |
Unrecognized tax benefits | 1,926 | 2,461 |
Deferred compensation and postretirement health care benefits, net of current portion | 19,370 | 26,949 |
Other | 959 | 0 |
Total non-current liabilities | 340,419 | 29,410 |
Shareholders' equity: | ||
Capital stock common, par value $0.50; authorized 60,000 shares, issued 51,776 shares | 25,888 | 25,888 |
Additional paid-in capital | 79,205 | 32,717 |
Retained earnings | 641,192 | 620,546 |
Accumulated other comprehensive (loss) income | (900) | 10,975 |
Treasury stock, at cost (20,190 and 24,875 shares) | (342,770) | (421,767) |
Total shareholders' equity | 402,615 | 268,359 |
Total liabilities and shareholders' equity | $ 894,721 | $ 390,718 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, less allowance for doubtful accounts | $ 196 | $ 278 |
Capital stock common, par value (in dollars per share) | $ 0.5 | $ 0.5 |
Capital stock common, shares authorized (in shares) | 60,000 | 60,000 |
Capital stock common, shares issued (in shares) | 51,776 | 51,776 |
Treasury stock, at cost, shares (in shares) | 20,190 | 24,875 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Feb. 25, 2017 | Feb. 27, 2016 | |
Operating activities: | ||
Net income | $ 27,016 | $ 17,912 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation | 3,428 | 2,763 |
Amortization of intangible assets | 12,418 | 0 |
Amortization of debt issuance costs | 485 | 0 |
LIFO expense | 598 | 588 |
Stock-based compensation | 1,539 | 1,266 |
Deferred income taxes | 6,857 | 819 |
Postretirement benefit income and deferred compensation expense | (24,034) | (1,915) |
Other | (452) | (502) |
Change in assets and liabilities: | ||
Inventories | (11,232) | (22,592) |
Receivables, prepaid and other assets | (21,551) | (8,988) |
Income taxes and unrecognized tax benefits | (4,631) | (1,456) |
Accounts payable and accrued expenses | 16,131 | 5,265 |
Postretirement and deferred compensation benefits | (1,430) | (1,972) |
Net cash provided by (used in) operating activities | 5,142 | (8,812) |
Investing activities: | ||
Purchases of property and equipment | (6,938) | (16,357) |
Proceeds from the sale of property | 65 | 10 |
Acquisition of business, net of cash acquired | 394,694 | 0 |
Proceeds from life insurance | 0 | 295 |
Other | 620 | (3) |
Net cash used in investing activities | (400,947) | (16,055) |
Financing activities: | ||
Payments for repurchases of common stock | (1,365) | (3,054) |
Payments of cash dividends | (6,370) | (5,455) |
Payments of debt issuance costs | (11,020) | 0 |
Borrowings on credit facility | 366,400 | 0 |
Repayments of credit facility | 26,400 | 0 |
Other | (92) | 9 |
Net cash provided by (used in) financing activities | 321,153 | (8,500) |
Net decrease in cash and cash equivalents | (74,652) | (33,367) |
Cash and cash equivalents at beginning of period | 85,583 | 70,239 |
Cash and cash equivalents at end of period | 10,931 | 36,872 |
Supplemental cash flow disclosure: | ||
Income taxes paid, net | 11,692 | 12,848 |
Interest paid | 1,731 | 0 |
Non-cash transactions: | ||
Issuance of Winnebago common stock for acquisition of business | 124,066 | 0 |
Capital expenditures in accounts payable | $ 322 | $ 750 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Feb. 25, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The "Company," "we," "our" and "us" are used interchangeably to refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries, as appropriate in the context. We were incorporated under the laws of the state of Iowa on February 12, 1958 and adopted our present name on February 28, 1961. Our executive offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Our telephone number is (641) 585-3535; our website is www.winnebagoind.com. Our common stock trades on the NYSE under the symbol “WGO.” The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly our consolidated financial position as of February 25, 2017 and the consolidated results of income and comprehensive income and consolidated cash flows for the first six months of Fiscal 2017 and 2016 . The consolidated statement of income and comprehensive income for the first six months of Fiscal 2017 is not necessarily indicative of the results to be expected for the full year. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended August 27, 2016 . Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. Both Fiscal 2017 and Fiscal 2016 are 52-week years. Goodwill and Indefinite-Lived Intangible Asset Goodwill resulted primarily from the Grand Design business combination and represents the excess of the purchase price over the fair value of tangible assets and identifiable intangible assets and liabilities assumed. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and if it is necessary to perform the quantitative two-step goodwill impairment test. If we perform the quantitative test, we compare the carrying value of the reporting unit to an estimate of the reporting unit’s fair value to identify potential impairment. The estimate of the reporting unit’s fair value is determined by weighting a discounted cash flow model and a market-related model using current industry information that involve significant unobservable inputs (Level 3 inputs). In determining the estimated future cash flow, we consider and apply certain estimates and judgments, including current and projected future levels of income based on management’s plans, business trends, prospects and market and economic conditions and market-participant considerations. If the estimated fair value of the reporting unit is less than the carrying value, a second step is performed to determine the amount of the potential goodwill impairment. If impaired, goodwill is written down to its estimated implied fair value. As of February 25, 2017 , we had an indefinite-lived intangible asset for the trade name of $148.0 million , from the Grand Design acquisition. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If we perform a quantitative test, projections regarding estimated discounted future cash flows and other factors are made to determine if impairment has occurred. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value. Other Intangible and Long-Lived Assets Long-lived assets, which include property, plant and equipment, and definite-lived intangible assets, primarily the dealer network, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value and is recognized in the statement of income in the period that the impairment occurs. The dealer network is amortized over its estimated useful life of 12 years. The reasonableness of the useful lives of this asset and other long-lived assets is regularly evaluated. There was no impairment loss for the period ended February 25, 2017 for goodwill, indefinite- or definite-lived intangible assets, or long-lived assets. Debt Issuance Costs We incurred $0.8 million of costs in the three months ended November 26, 2016 and the six months ended February 25, 2017 related to our revolving credit agreement that are being amortized on a straight-line basis over the five year term of the agreement. We incurred $10.0 million and $10.2 million of costs in the three months ended November 26, 2016 and the six months ended February 25, 2017, respectively, related to the Term Loan that are being amortized on a straight-line basis (which is not materially different from an effective interest method) over the seven year term of the agreement. If early principal payments are made on the Term Loan, a proportional portion of the unamortized issuance costs will be expensed. Derivative Instruments We use derivative instruments to hedge our floating interest rate exposure. Derivative instruments are accounted for at fair value in accordance with ASC Topic 815, Derivatives and Hedging . We have designated these derivatives as cash flow hedges for accounting purposes. Changes in fair value, for the effective portion of qualifying hedges, are recorded in OCI. We review the effectiveness of our hedging instruments on a quarterly basis, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive new model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The standard is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2017 (our Fiscal 2019). We are currently evaluating the approach we will use to apply the new standard and the impact adopting this ASU will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Topic 835) , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We adopted the standard during the first quarter of Fiscal 2017 and, accordingly, have presented unamortized debt issuance costs as a direct reduction allocated between Current maturities of long-term debt and Long-term debt, less current maturities on the Consolidated Balance Sheet as of February 25, 2017 . In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330), which requires inventory measured using any method other than last-in, first-out (“LIFO”) or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Under this ASU, subsequent measurement of inventory using the LIFO and retail inventory method is unchanged. ASU 2015-11 will become effective prospectively for fiscal years beginning after December 15, 2016 (our Fiscal 2018). We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), to simplify the accounting for measurement-period adjustments in a business combination. Under the new standard, an acquirer must recognize adjustments to provisional amounts in a business combination in the reporting period in which the adjustment amounts are determined, rather than retrospectively adjusting the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill as under current guidance. ASU 2015-16 is effective prospectively for fiscal years, and the interim periods within those years, beginning after December 15, 2015 (our Fiscal 2017). We adopted this standard on August 28, 2016 and have accounted for all adjustments to provisional amounts in accordance with this guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard is effective retrospectively or on a modified retrospective basis for fiscal years beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for the related income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 (our Fiscal 2018), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual reporting periods beginning after December 15, 2017 (our Fiscal 2019), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment change. ASU 2017-04 is effective prospectively for fiscal years, and the interim periods within those years, beginning after December 15, 2019 (our Fiscal 2021). We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. |
Business Combination, Goodwill
Business Combination, Goodwill and Other Intangible Assets | 6 Months Ended |
Feb. 25, 2017 | |
Business Combinations [Abstract] | |
Business Combination, Goodwill and Other Intangible Assets | Business Combination, Goodwill and Other Intangible Assets We acquired 100% of the ownership interests of Grand Design on November 8, 2016 in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million , which was paid in cash and Winnebago shares as follows: (In thousands, except shares) November 8, Cash $ 396,442 Winnebago shares: 4,586,555 at $27.05 per share 124,066 Total $ 520,508 The cash portion was funded from cash on hand and borrowings under our ABL and Term Loan agreements. The stock was valued using our share price on the date of closing. The acquisition has been accounted for in accordance with ASC 805, Business Combinations , using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the net tangible and intangible assets of Grand Design acquired, based on their fair values at the date of the acquisition. The estimated fair values are preliminary and based on the information that was available as of the date of the acquisition. We believe that the information provides a reasonable basis for estimating the fair values, but we are waiting for additional information necessary to finalize these amounts, particularly with respect to income taxes. Thus, the preliminary measurements of fair value reflected are subject to change. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows: (in thousands) November 8, Cash $ 1,748 Accounts receivable 32,834 Inventories 15,300 Prepaid expenses and other assets 2,593 Property, plant and equipment 8,998 Goodwill 244,164 Other intangible assets 253,100 Total assets acquired 558,737 Accounts payable 11,163 Accrued compensation 3,615 Product warranties 12,904 Promotional 3,976 Other 1,569 Deferred tax liabilities 5,002 Total liabilities assumed 38,229 Total purchase price $ 520,508 The acquisition of 100% of the ownership interests of Grand Design occurred in two steps: (1) direct purchase of 89.34% of Grand Design member interests and (2) simultaneous acquisition of the remaining 10.66% of Grand Design member interests via the purchase of 100% of the shares of SP GE VIII-B GD RV Blocker Corp. (Blocker Corp) which held the remaining 10.66% of the Grand Design member interests. We agreed to acquire Blocker Corp as part of the Securities Purchase Agreement and we did not receive a step-up in basis for 10.66% of the Grand Design assets. As a result, we established a deferred tax liability of $8.5 million on the opening balance sheet that relates to intangibles that will not be amortizable for tax purposes. The goodwill recognized is primarily attributable to the value of the workforce, reputation of founders, customer and dealer growth opportunities and expected synergies. Key areas of cost synergies include increased purchasing power for raw materials, and supply chain consolidation. Goodwill is expected to be mostly deductible for tax purposes. The goodwill resulting from the acquisition of Grand Design increased total goodwill to $245.4 million within the Towable segment as of February 25, 2017 from $1.2 million as of August 27, 2016 . As permitted under ASC 805, Business Combinations, the change in the carrying amount of goodwill for the three months ended February 25, 2017 was due to purchase accounting adjustments of $5.8 million to tax related acquired balances. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets with fair value on the closing date of November 8, 2016 and amortization accumulated from the closing date through February 25, 2017 as follows: (in thousands) Weighted Average Life- Years Fair Value Amount Accumulated Amortization Trade name Indefinite $ 148,000 $ — Dealer network 12.0 80,500 2,003 Backlog 0.5 18,000 9,924 Non-compete agreements 4.0 4,600 418 Leasehold interest-favorable 8.1 2,000 73 Total 253,100 $ 12,418 Accumulated amortization (12,418 ) Net book value of intangible assets $ 240,682 The fair value of the trade name and dealer network were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. The fair value of the trade name was estimated using an income approach, specifically known as the relief from royalty method. The relief from royalty method is based on the hypothetical royalty stream that would be received if we were to license the trade name and was based on expected revenues. The fair value of the dealer network was estimated using an income approach, specifically the cost to recreate/cost savings method. This method uses the replacement of the asset as an indicator of the fair value of the asset. The useful life of the intangible assets was determined considering the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for the entity-specific factors including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life of the intangible assets. For the six months ended February 25, 2017 and February 27, 2016 , amortization of intangible assets charged to operations was $12.4 million and $0 , respectively. The weig hted average remaining amortization period for intangible assets as of February 25, 2017 was approximatel y 9.6 years . Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (in thousands) Amount Remainder of 2017 $ 12,242 2018 7,854 2019 7,733 2020 7,733 2021 7,733 2022 7,106 Thereafter 42,281 Within the Towable segment, the results of Grand Design's operations have been included in our consolidated financial statements from the close of the acquisition. The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during the six months ended February 25, 2017 following the November 8, 2016 closing date: Six Months Ended (in thousands) February 25, 2017 Net revenues $ 169,421 Operating income 8,130 Unaudited pro forma information has been prepared as if the acquisition had taken place on August 30, 2015. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction actually taken place on August 30, 2015, and the unaudited pro forma information does not purport to be indicative of future financial operating results. The unaudited pro forma condensed consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisitions. Unaudited pro forma information is as follows: Three Months Ended Six Months Ended (In thousands, except per share data) February 25, February 27, February 25, February 27, Net revenues $ 370,510 $ 319,355 $ 711,485 $ 619,738 Net income 20,884 6,960 41,153 8,157 Income per share - basic 0.66 0.22 1.30 0.26 Income per share - diluted 0.66 0.22 1.30 0.26 The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Grand Design had been completed on August 30, 2015: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Amortization of intangibles (1 year or less useful life) $ (8,435 ) $ 8,435 $ (10,376 ) $ 17,143 Increase in amortization of intangibles — 1,933 1,551 3,866 Expenses related to business combination (transaction costs) (1) (463 ) 463 (5,982 ) 6,303 Interest to reflect new debt structure — 4,937 3,672 9,895 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 3,292 (1,407 ) 8,303 (5,730 ) (1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition. We incurred approximately $6.2 million of acquisition-related costs to date, of which $0.5 million and $5.9 million were expensed during the three and six months ended February 25, 2017 and $0.3 million was expensed in the three months ended August 27, 2016 . |
Business Segments (Notes)
Business Segments (Notes) | 6 Months Ended |
Feb. 25, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We report segment information based on the "management" approach defined in ASC 280, Segment Reporting . The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable operating segments. In the first quarter of Fiscal 2017, we revised our reporting segments. Previously we had one reporting segment which included all recreational vehicle products and services. With the acquisition of Grand Design in the first quarter, we expanded the number of reporting segments to two : (1) Motorized products and services and (2) Towable products and services. The Motorized segment includes all products that include a motorized chassis as well as other related manufactured products. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. Prior year segment information has been restated to conform to the current reporting segment presentation. We organize our business on a product basis. Each reportable segment is managed separately to better align to our customers, distribution partners and the unique market dynamics of the product groups. We have aggregated two operating segments into the Towable reporting segment based upon their similar products, customers, distribution methods, production processes and economic characteristics. The accounting policies of both reportable segments are the same and described in Note 1, "Summary of Significant Accounting Policies" in our annual report on Form 10-K for the year ended August 27, 2016 . We evaluate the performance of our reportable segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization and other adjustments made in order to present comparable results from period to period. These types of adjustments are also specified in the definition of certain measures required under the terms of our Credit Facility. Examples of items excluded from Adjusted EBITDA include the postretirement health care benefit results from terminating the plan and the transaction costs related to our acquisition of Grand Design. The following table shows information by reporting segment: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Net revenues Motorized $ 198,936 $ 205,138 $ 394,061 $ 402,478 Towable 171,574 20,534 221,757 37,417 Consolidated $ 370,510 $ 225,672 $ 615,818 $ 439,895 Adjusted EBITDA Motorized $ 9,117 $ 11,740 $ 19,140 $ 23,464 Towable 19,954 1,563 24,610 2,623 Consolidated $ 29,071 $ 13,303 $ 43,750 $ 26,087 Capital Expenditures Motorized $ 1,953 $ 12,994 $ 5,099 $ 15,866 Towable 1,423 254 1,839 491 Consolidated $ 3,376 $ 13,248 $ 6,938 $ 16,357 Total Assets Motorized $ 315,374 $ 332,698 $ 315,374 $ 332,698 Towable 579,347 27,644 579,347 27,644 Consolidated $ 894,721 $ 360,342 $ 894,721 $ 360,342 Reconciliation of net income to consolidated Adjusted EBITDA: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Net income $ 15,278 $ 9,354 $ 27,016 $ 17,912 Interest expense 5,178 — 6,306 — Provision for income taxes 7,916 4,131 13,536 8,467 Depreciation 1,848 1,393 3,428 2,763 Amortization of intangible assets 10,367 — 12,418 — EBITDA 40,587 14,878 62,704 29,142 Postretirement health care benefit income (11,983 ) (1,593 ) (24,796 ) (2,938 ) Transaction costs 463 — 5,925 — Non-operating expense (income) 4 18 (83 ) (117 ) Adjusted EBITDA $ 29,071 $ 13,303 $ 43,750 $ 26,087 |
Concentration Risk
Concentration Risk | 6 Months Ended |
Feb. 25, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | Concentration Risk One of our dealer organizations, La Mesa RV Center, Inc., accounted for 13.7% and 16.4% of our consolidated net revenues for the first six months of Fiscal 2017 and Fiscal 2016 , respectively. A second dealer organization, FreedomRoads, LLC, accounted for 11.8% and 21.2% of our consolidated net revenues for the first six months of Fiscal 2017 and Fiscal 2016 , respectively. These dealers declined on a relative basis due to the growth of other dealers and due to the addition of Grand Design revenue in Fiscal 2017 . The loss of either or both of these dealer organizations could have a significant adverse effect on our business. In addition, deterioration in the liquidity or creditworthiness of these dealers could negatively impact our sales and could trigger repurchase obligations under our repurchase agreements. |
Derivatives, Investments and Fa
Derivatives, Investments and Fair Value Measurements | 6 Months Ended |
Feb. 25, 2017 | |
Fair Value Disclosures [Abstract] | |
Derivatives, Investments and Fair Value Measurements | Assets and Liabilities that are Measured at Fair Value on a Recurring Basis We account for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at February 25, 2017 and August 27, 2016 according to the valuation techniques we used to determine their fair values: Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Cash equivalents (1) $ — $ — $ — $ — Assets that fund deferred compensation: Domestic equity funds 2,799 2,707 92 — International equity funds 193 150 43 — Fixed income funds 226 151 75 — Interest rate swap contract (709 ) — (709 ) — Total assets (liabilities) at fair value $ 2,509 $ 3,008 $ (499 ) $ — Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Cash equivalents (1) $ 77,234 $ 77,234 $ — $ — Assets that fund deferred compensation: Domestic equity funds 3,587 3,515 72 — International equity funds 258 225 33 — Fixed income funds 265 206 59 — Interest rate swap contract — — — — Total assets at fair value $ 81,344 $ 81,180 $ 164 $ — (1) Cash equivalent balances valued using Level 1 inputs include only those accounts that may fluctuate in value. Cash in disbursing accounts and on-demand accounts are not included above. The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash Equivalents The carrying value of cash equivalents approximates fair value as original maturities are less than three months. Our cash equivalents are comprised of money market funds traded in an active market with no restrictions and are included in cash and cash equivalents on the accompanying consolidated balance sheets. Assets that Fund Deferred Compensation Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. The majority of securities are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. These securities fund the Executive Share Option Plan and the Executive Deferred Compensation Plan (see Note 10 ). The proportion of the assets that will fund options which expire within a year are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. The remaining assets are classified as noncurrent and are included in other assets. Interest Rate Swap Contract Under terms of our Credit Facility (see Note 9 ) we are required to hedge a portion of the floating interest rate exposure. In accordance with this requirement, we entered into an interest swap contract on January 23, 2017, which effectively fixed our interest rate on $200.0 million of our Term Loan at 6.32% . The notional amount of the swap decreases to $170.0 million on December 8, 2017, $120.0 million on December 10, 2018, and $60.0 million on December 9, 2019 and expires on December 8, 2020. The fair value of the interest rate swap based on a Level 2 valuation was $0.7 million as of February 25, 2017 . The fair value is classified as Level 2 as it is corroborated based on observable market data. This amount is included in other non-current liabilities and accumulated other comprehensive income on the consolidated balance sheet since the interest rate swap has been designated for hedge accounting. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, which include goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, we must evaluate the non-financial asset for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. During the first six months of Fiscal 2017 , no impairments were recorded for non-financial assets. The carrying value of our debt as of February 25, 2017 approximates fair value as interest is at variable market rates. |
Inventories
Inventories | 6 Months Ended |
Feb. 25, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: (In thousands) February 25, August 27, Finished goods $ 35,070 $ 19,129 Work-in-process 77,346 76,350 Raw materials 70,335 60,740 Total 182,751 156,219 LIFO reserve (34,295 ) (33,697 ) Total inventories $ 148,456 $ 122,522 The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates. Of the $182.8 million and $156.2 million inventory at February 25, 2017 and August 27, 2016 , respectively, $158.5 million and $149.4 million is valued on a LIFO basis; the remaining inventories of $24.3 million and $6.8 million at February 25, 2017 and August 27, 2016 , respectively, are valued on a FIFO basis. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Feb. 25, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following: (In thousands) February 25, August 27, Land $ 4,047 $ 3,864 Buildings and building improvements 70,424 62,073 Machinery and equipment 98,883 95,087 Software 17,965 15,878 Transportation 9,187 8,956 Total property, plant and equipment, gross 200,506 185,858 Less accumulated depreciation (132,648 ) (129,927 ) Total property, plant and equipment, net $ 67,858 $ 55,931 On November 8, 2016 , with the acquisition of Grand Design, we acquired $9.0 million of property, plant and equipment. |
Warranty
Warranty | 6 Months Ended |
Feb. 25, 2017 | |
Product Warranties Disclosures [Abstract] | |
Warranty | Warranty We provide service and warranty policies on our products. From time to time, we also voluntarily incur costs for certain warranty-type expenses occurring after the normal warranty period to help protect the reputation of our products and the goodwill of our customers. Warranty expense is affected by dealership labor rates, the cost of parts and the frequency of claims. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available. Changes in our product warranty liability are as follows: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Balance at beginning of period $ 24,551 $ 11,585 $ 12,412 $ 11,254 Provision 7,734 3,439 11,632 7,467 Claims paid (7,255 ) (3,297 ) (11,918 ) (6,994 ) Acquisition of Grand Design — — 12,904 — Balance at end of period $ 25,030 $ 11,727 $ 25,030 $ 11,727 |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 6 Months Ended |
Feb. 25, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The components of long-term debt are as follows: (In thousands) February 25, August 27, ABL $ 40,000 $ — Term Loan 300,000 — 340,000 — Less: debt issuance cost, net (10,535 ) — 329,465 — Less: current maturities (11,301 ) — Long-term debt, less current maturities $ 318,164 $ — On November 8, 2016 , we entered into the ABL and Term Loan agreements with JPMorgan Chase. Under the terms of the Credit Facility, we have a $125.0 million ABL credit facility and a $300.0 million Term Loan. Under the ABL agreement, we have a five year credit facility available on a revolving basis, subject to availability under a borrowing base consisting of 85% of eligible accounts receivable and generally 75% of eligible inventory. The line is available for issuance of letters of credit to a specified limit of $10.0 million . Under the ABL agreement, to determine interest due, we can elect to base the rate on the alternate base rate (prime rate, NYFRB rate or adjusted LIBOR for one-month period) plus 0.5% to 1.0% , depending on the amount of borrowings outstanding, or an adjusted LIBOR rate for a period of one, two, three or six months as selected by us plus 1.50% to 2.0% , depending on the amount of borrowings outstanding. The interest rate we paid as of February 25, 2017 was 2.5% . We also pay a commitment fee equal to 0.375% if the average utilized portion is less than or equal to 50%, or 0.25% if the utilized portion is greater than 50% of availability. Under the Term Loan agreement, we have a seven year credit facility repayable in quarterly installments in an aggregate amount equal to 1.0% of the original amount of the Term Loan on March 31, June 30 and September 30, 2017; 1.25% each calendar quarter end thereafter; with the balance payable at the end of seven years on November 8, 2023. There are mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries and annually for 50% of excess cash flow beginning with Fiscal 2017 (the 50% is subject to step-downs to 25% and 0% if the total net leverage ratio, as defined in the Term Loan agreement, is less than 2.5 to 1.0 and 2.0 to 1.0, respectively, as of the last day of the period). Incremental term loans of up to $125.0 million are available if certain financial ratios and other conditions are met. Under the Term Loan agreement, to determine interest due, we can elect to base the rate on the alternate base rate (prime rate, NYFRB rate or adjusted LIBOR for one-month period with a floor of 2% ) plus 3.50% or an adjusted LIBOR rate (with a floor of 1% ) for the interest period selected plus 4.50% . The interest rate as of February 25, 2017 , before consideration of the hedge, was 5.5% . Under the Credit Facility, we are required to enter into a hedging arrangement to effectively fix the LIBOR component of interest cost at the prevailing swap rate with a notional amount of at least 50% of the projected outstanding principal amount of the Term Loan. The hedging arrangement needs to be maintained until the later of 3 years from closing date or the date the leverage ratio is less than 2.0 to 1.0. In accordance with this requirement, we entered into an interest rate swap contract in January 2017 (see Note 5 ). The Term Loan agreement includes financial covenants requiring that the fixed charge coverage ratio at the end of any four fiscal quarters be not less than 1.0 to 1.0, defined as consolidated EBITDA (as defined) less capital expenditures (as defined), over fixed charges, generally defined as cash interest, cash income taxes, principal payments on loans, and dividends, and that the senior secured net leverage ratio at the end of each fiscal quarter be not greater than 3.5 to 1.0 prior to the fiscal quarter ending November 24, 2018 and 3.25 to 1.0 for each quarter thereafter, defined generally as the ratio of total secured indebtedness minus cash and permitted investments, to consolidated EBITDA (as defined). The ABL agreement generally contains similar covenants, and includes restrictions on indebtedness, liens, mergers, consolidations, investments, guarantees, acquisitions, sales of assets, and transactions with affiliates. Dividends, redemptions and other payments on equity are generally limited to $20.0 million in any fiscal year; higher amounts may be paid if the total net leverage ratio does not exceed 3.0 to 1.0. Customary events of default (with customary grace periods, notice and cure periods and thresholds) include payment default, breach of representation in any material respect, breach of covenants, default to material indebtedness, bankruptcy, ERISA violations, material judgments, change in control and termination of invalidity of guaranty or security documents. As of February 25, 2017 , we are in compliance with the financial covenants of the Credit Facility agreements. The ABL and Term Loan are guaranteed by Winnebago Industries, Inc. and all material direct and indirect domestic subsidiaries, and are secured by a security interest in all property of ours, except minor excluded assets. As of February 25, 2017 , $10.5 million of debt issuance costs, net of amortization of $0.5 million , were recorded as a direct deduction from long-term debt, $1.4 million from the current portion and $9.1 million from the long-term portion. Unamortized debt issuance costs of $0.1 million related to the prior Amended Credit Agreement were expensed in the three months ended November 26, 2016. Aggregate contractual maturities of debt in future fiscal years, are as follows: (In thousands) Amount Year: 2017 $ 6,000 2018 14,250 2019 15,000 2020 15,000 2021 15,000 2022 55,000 2023 15,000 2024 204,750 Total debt $ 340,000 |
Employee and Retiree Benefits
Employee and Retiree Benefits | 6 Months Ended |
Feb. 25, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Postretirement health care and deferred compensation benefits are as follows: (In thousands) February 25, August 27, Postretirement health care benefit cost $ — $ 6,346 Non-qualified deferred compensation 17,230 18,003 Executive share option plan liability 2,468 3,341 SERP benefit liability 2,723 2,681 Executive deferred compensation 495 389 Officer stock-based compensation 1,080 763 Total deferred compensation and postretirement health care benefits 23,996 31,523 Less current portion (4,626 ) (4,574 ) Long-term deferred compensation and postretirement health care benefits $ 19,370 $ 26,949 Postretirement Health Care Benefits Historically, we provided certain health care and other benefits for retired employees hired before April 1, 2001, who had fulfilled eligibility requirements at age 55 with 15 years of continuous service. We used a September 1 measurement date for this plan and our postretirement health care plan was not funded. In Fiscal 2005, through a plan amendment, we established dollar caps on the amount that we paid for postretirement health care benefits per retiree on an annual basis so that we were not exposed to continued medical inflation. Retirees were required to pay a monthly premium in excess of the employer dollar caps for medical coverage based on years of service and age at retirement. Each year from 2012 to 2015, the employer established dollar caps were reduced by 10% through plan amendments. In 2016, postretirement health care benefits were discontinued for retirees age 65 and over. The plan amendment also included a 10% reduction in employer paid premiums for retirees under age 65 . On October 26, 2016, we announced the termination of the remaining postretirement health care benefits to all participants. Beginning January 1, 2017, postretirement health care benefits were discontinued for retirees under age 65 . As a result of these amendments, our liability for postretirement health care was reduced as presented in the following table. Date Event Dollar Cap Reduction Liability Reduction (In thousands) Amortization Period (1) Fiscal 2005 Established employer dollar caps $ 40,414 11.5 years January 2012 Reduced employer dollar caps 10% 4,598 7.8 years January 2013 Reduced employer dollar caps 10% 4,289 7.5 years January 2014 Reduced employer dollar caps 10% 3,580 7.3 years January 2015 Reduced employer dollar caps 10% 3,960 7.1 years January 2016 Reduced employer dollar caps for retirees under age 65; discontinued retiree benefits for retirees age 65 and over 10% 28,596 6.9 years January 2017 (2) Terminated plan 6,338 0.2 years (1) Plan amendments were amortized on a straight-line basis over the expected remaining service period of active plan participants. (2) In accordance with ASC 715, the effects of the plan amendment are accounted for at the date the amendment is adopted and has been communicated to plan participants. The effective date for this plan amendment was October 26, 2016. Net periodic postretirement benefit income consisted of the following components: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Interest cost $ — $ 58 $ 29 $ 211 Service cost — 23 16 63 Amortization of prior service benefit (19,672 ) (2,008 ) (40,444 ) (3,720 ) Amortization of net actuarial loss 7,689 415 15,648 782 Net periodic postretirement benefit income $ (11,983 ) $ (1,512 ) $ (24,751 ) $ (2,664 ) Payments for postretirement health care $ 15 $ 278 $ 68 $ 506 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Feb. 25, 2017 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity Stock-Based Compensation We have a 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "Plan") in place as approved by shareholders, which allows us to grant or issue non-qualified stock options, incentive stock options, share awards and other equity compensation to key employees and to non-employee directors. On October 11, 2016 and October 13, 2015 the Human Resources Committee of the Board of Directors granted an aggregate of 97,600 and 204,200 shares, respectively, of restricted common stock to our key employees and non-employee directors under the Plan. The value of the restricted stock award is determined using the intrinsic value method which, in this case, is based on the number of shares granted and the closing price of our common stock on the date of grant. Stock-based compensation expense was $0.7 million and $0.6 million during the second quarters of Fiscal 2017 and 2016 , respectively. Stock-based compensation expense was $1.5 million and $1.3 million during the first six months of Fiscal 2017 and 2016 , respectively. Compensation expense is recognized over the requisite service period of the award. Dividends On December 14, 2016 , the Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on January 25, 2017 to shareholders of record at the close of business on January 11, 2017 . On March 15, 2017 , the Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock, payable on April 26, 2017 to shareholders of record at the close of business on April 12, 2017 . Share Registration As a result of the acquisition of Grand Design, Winnebago agreed to register the 4,586,555 shares of common stock issued to the Summit Sellers and the RDB Sellers pursuant to the terms of a registration rights agreement. Under the registration rights agreement, Winnebago filed a shelf registration statement on January 20, 2017 to register these shares for resale. |
Contingent Liabilites and Commi
Contingent Liabilites and Commitments | 6 Months Ended |
Feb. 25, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Contingent Liabilities and Commitments Repurchase Commitments Generally, manufacturers in the RV industry enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers. Most dealers' RVs are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the recreation vehicles purchased. Our repurchase agreements provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our total contingent liability on all repurchase agreements was approximately $640.2 million and $409.3 million at February 25, 2017 and August 27, 2016 , respectively, with the increase attributed primarily to Grand Design. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreation vehicles to repurchase current inventory if a dealership exits the business. Incremental repurchase exposure beyond existing repurchase agreements, related to dealer inventory in states that we have had historical experience of repurchasing inventory, totaled $10.9 million and $7.9 million at February 25, 2017 and August 27, 2016 , respectively, with the increase attributed primarily to Grand Design. Our risk of loss related to our repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders although two dealer organizations account for approximately 26% of our revenues in the first six months of Fiscal 2017 . The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on the repurchase exposure as previously described, we established an associated loss reserve. Our accrued losses on repurchases were $1.5 million as of February 25, 2017 and $0.9 million as of August 27, 2016 . Repurchase risk is affected by the credit worthiness of our dealer network and we do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments. A summary of repurchase activity is as follows: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Inventory repurchased $ — $ — $ — $ — Cash collected on resold inventory $ 22 $ — $ 22 $ 36 Loss (gain) realized on resold inventory $ 6 $ — $ 6 $ (1 ) Litigation We are involved in various legal proceedings which are ordinary litigation incidental to our business, some of which are covered in whole or in part by insurance. While we believe the ultimate disposition of litigation will not have material adverse effect on our financial position, results of operations or liquidity, there exists the possibility that such litigation may have an impact on our results for a particular reporting period in which litigation effects become probable and reasonably estimable. Though we do not believe there is a reasonable likelihood that there will be a material change related to these matters, litigation is subject to inherent uncertainties and management’s view of these matters may change in the future. Lease Commitments As part of our acquisition of Grand Design, we acquired leases to two properties which hold Grand Design’s current principal facilities, and facilities under construction for expansion. The lessor under these leases is an Indiana limited liability company, Three Oaks, LLC, owned by three of Grand Design's selling equity holders. One of the selling equity holders, Mr. Don Clark, has assumed the position of Vice President for Winnebago and is the President of Grand Design. Upon joining our company, Mr. Clark has agreed that as long as he is an employee of Grand Design he has relinquished his voting rights in Three Oaks, LLC while retaining all other economic rights in Three Oaks, LLC. Our future lease commitments included these related party leases as well as a non-related party lease of an office facility as follows: (In thousands) Related Party Amount Non-related Party Amount Total Year Ended: 2017 $ 858 $ 224 $ 1,082 2018 1,897 477 2,374 2019 1,800 505 2,305 2020 1,800 518 2,318 2021 1,800 523 2,323 Thereafter 8,374 766 9,140 Total $ 16,529 $ 3,013 $ 19,542 No other significant changes have been made to lease commitments disclosed in our Form 10-K for the year ended August 27, 2016 . |
Income Taxes
Income Taxes | 6 Months Ended |
Feb. 25, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We account for income taxes under ASC 740, Income Taxes . The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. We file tax returns in the US federal jurisdiction, as well as various international and state jurisdictions. Although certain years are no longer subject to examination by the IRS and various state taxing authorities, net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities if they have been or will be used in a future period. As of February 25, 2017 , our federal returns from Fiscal 2012 to present continue to be subject to review by the IRS. The IRS review of our Fiscal 2014 Federal Return has been finalized with no material adjustment. With few exceptions, the state returns from Fiscal 2009 to present continue to be subject to review by the state taxing jurisdictions. We recently have concluded a state audit covering our Fiscal 2012-14 years with no material adjustment. A number of years may elapse before an uncertain tax position is audited and finally resolved, and it is often very difficult to predict the outcome of such audits. As of February 25, 2017 , our unrecognized tax benefits were $1.9 million including accrued interest and penalties of $0.6 million . If we were to prevail on all unrecognized tax benefits recorded, $1.5 million of the $1.9 million would benefit the overall effective tax rate. It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits as tax expense. We do not believe that there will be a significant change in the total amount of unrecognized tax benefits within the next twelve months. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Feb. 25, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reflects the calculation of basic and diluted net income per share: Three Months Ended Six Months Ended (In thousands, except per share data) February 25, February 27, February 25, February 27, Income per share - basic Net income $ 15,278 $ 9,354 $ 27,016 $ 17,912 Weighted average shares outstanding 31,577 26,936 29,707 26,956 Net income per share - basic $ 0.48 $ 0.35 $ 0.91 $ 0.66 Income per share - assuming dilution Net income $ 15,278 $ 9,354 $ 27,016 $ 17,912 Weighted average shares outstanding 31,577 26,936 29,707 26,956 Dilutive impact of awards and options outstanding 109 79 120 86 Weighted average shares and potential dilutive shares outstanding 31,686 27,015 29,827 27,042 Net income per share - assuming dilution $ 0.48 $ 0.35 $ 0.91 $ 0.66 The computation of weighted average shares and potential dilutive shares outstanding excludes the effects of options to purchase 61,000 and 15,846 shares of common stock at February 25, 2017 and February 27, 2016 , respectively. These amounts were not included in the computation of diluted income per share because they are considered anti-dilutive under the treasury stock method per ASC 260, Earnings Per Share . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Feb. 25, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Changes in AOCI by component, net of tax, were: Three Months Ended February 25, 2017 February 27, 2016 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ 6,952 $ — $ 6,952 $ 14,598 $ — $ 14,598 OCI before reclassifications — (439 ) (439 ) — — — Amounts reclassified from AOCI (7,413 ) — (7,413 ) (982 ) — (982 ) Net current-period OCI (7,413 ) (439 ) (7,852 ) (982 ) — (982 ) Balance at end of period $ (461 ) $ (439 ) $ (900 ) $ 13,616 $ — $ 13,616 Six Months Ended February 25, 2017 February 27, 2016 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ 10,975 $ — $ 10,975 $ (2,274 ) $ — $ (2,274 ) OCI before reclassifications 3,903 (439 ) 3,464 17,701 — 17,701 Amounts reclassified from AOCI (15,339 ) — (15,339 ) (1,811 ) — (1,811 ) Net current-period OCI (11,436 ) (439 ) (11,875 ) 15,890 — 15,890 Balance at end of period $ (461 ) $ (439 ) $ (900 ) $ 13,616 $ — $ 13,616 Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: Three Months Ended Six Months Ended (In thousands) Location on Consolidated Statements of Income and Comprehensive Income February 25, February 27, February 25, February 27, Amortization of prior service credit Operating expenses $ (12,177 ) $ (1,242 ) (25,035 ) (2,302 ) Amortization of net actuarial loss Operating expenses 4,764 260 9,696 491 Total reclassifications $ (7,413 ) $ (982 ) $ (15,339 ) $ (1,811 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Feb. 25, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On March 15, 2017 our Board of Directors declared a cash dividend of $0.10 per share as noted in Note 11 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Feb. 25, 2017 | |
Accounting Policies [Abstract] | |
Fiscal Period [Policy Text Block] | Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. Both Fiscal 2017 and Fiscal 2016 are 52-week years. |
Goodwill and Indefinite-Lived Intangible Assets [Policy Text Block] | Goodwill and Indefinite-Lived Intangible Asset Goodwill resulted primarily from the Grand Design business combination and represents the excess of the purchase price over the fair value of tangible assets and identifiable intangible assets and liabilities assumed. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and if it is necessary to perform the quantitative two-step goodwill impairment test. If we perform the quantitative test, we compare the carrying value of the reporting unit to an estimate of the reporting unit’s fair value to identify potential impairment. The estimate of the reporting unit’s fair value is determined by weighting a discounted cash flow model and a market-related model using current industry information that involve significant unobservable inputs (Level 3 inputs). In determining the estimated future cash flow, we consider and apply certain estimates and judgments, including current and projected future levels of income based on management’s plans, business trends, prospects and market and economic conditions and market-participant considerations. If the estimated fair value of the reporting unit is less than the carrying value, a second step is performed to determine the amount of the potential goodwill impairment. If impaired, goodwill is written down to its estimated implied fair value. As of February 25, 2017 , we had an indefinite-lived intangible asset for the trade name of $148.0 million , from the Grand Design acquisition. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If we perform a quantitative test, projections regarding estimated discounted future cash flows and other factors are made to determine if impairment has occurred. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value. |
Other Intangible and Long-Lived Assets [Policy Text Block] | Other Intangible and Long-Lived Assets Long-lived assets, which include property, plant and equipment, and definite-lived intangible assets, primarily the dealer network, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value and is recognized in the statement of income in the period that the impairment occurs. The dealer network is amortized over its estimated useful life of 12 years. The reasonableness of the useful lives of this asset and other long-lived assets is regularly evaluated. There was no impairment loss for the period ended February 25, 2017 for goodwill, indefinite- or definite-lived intangible assets, or long-lived assets. |
Debt Issuance Costs [Policy Text Block] | Debt Issuance Costs We incurred $0.8 million of costs in the three months ended November 26, 2016 and the six months ended February 25, 2017 related to our revolving credit agreement that are being amortized on a straight-line basis over the five year term of the agreement. We incurred $10.0 million and $10.2 million of costs in the three months ended November 26, 2016 and the six months ended February 25, 2017, respectively, related to the Term Loan that are being amortized on a straight-line basis (which is not materially different from an effective interest method) over the seven year term of the agreement. If early principal payments are made on the Term Loan, a proportional portion of the unamortized issuance costs will be expensed. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments We use derivative instruments to hedge our floating interest rate exposure. Derivative instruments are accounted for at fair value in accordance with ASC Topic 815, Derivatives and Hedging . We have designated these derivatives as cash flow hedges for accounting purposes. Changes in fair value, for the effective portion of qualifying hedges, are recorded in OCI. We review the effectiveness of our hedging instruments on a quarterly basis, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. |
New Accounting Pronouncements [Policy Text Block] | New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive new model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The standard is effective for fiscal years, and the interim periods within those years, beginning after December 15, 2017 (our Fiscal 2019). We are currently evaluating the approach we will use to apply the new standard and the impact adopting this ASU will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Topic 835) , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We adopted the standard during the first quarter of Fiscal 2017 and, accordingly, have presented unamortized debt issuance costs as a direct reduction allocated between Current maturities of long-term debt and Long-term debt, less current maturities on the Consolidated Balance Sheet as of February 25, 2017 . In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330), which requires inventory measured using any method other than last-in, first-out (“LIFO”) or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Under this ASU, subsequent measurement of inventory using the LIFO and retail inventory method is unchanged. ASU 2015-11 will become effective prospectively for fiscal years beginning after December 15, 2016 (our Fiscal 2018). We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), to simplify the accounting for measurement-period adjustments in a business combination. Under the new standard, an acquirer must recognize adjustments to provisional amounts in a business combination in the reporting period in which the adjustment amounts are determined, rather than retrospectively adjusting the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill as under current guidance. ASU 2015-16 is effective prospectively for fiscal years, and the interim periods within those years, beginning after December 15, 2015 (our Fiscal 2017). We adopted this standard on August 28, 2016 and have accounted for all adjustments to provisional amounts in accordance with this guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard is effective retrospectively or on a modified retrospective basis for fiscal years beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for the related income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 (our Fiscal 2018), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual reporting periods beginning after December 15, 2017 (our Fiscal 2019), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment change. ASU 2017-04 is effective prospectively for fiscal years, and the interim periods within those years, beginning after December 15, 2019 (our Fiscal 2021). We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. |
Business Combination, Goodwil24
Business Combination, Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | We acquired 100% of the ownership interests of Grand Design on November 8, 2016 in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million , which was paid in cash and Winnebago shares as follows: (In thousands, except shares) November 8, Cash $ 396,442 Winnebago shares: 4,586,555 at $27.05 per share 124,066 Total $ 520,508 The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows: (in thousands) November 8, Cash $ 1,748 Accounts receivable 32,834 Inventories 15,300 Prepaid expenses and other assets 2,593 Property, plant and equipment 8,998 Goodwill 244,164 Other intangible assets 253,100 Total assets acquired 558,737 Accounts payable 11,163 Accrued compensation 3,615 Product warranties 12,904 Promotional 3,976 Other 1,569 Deferred tax liabilities 5,002 Total liabilities assumed 38,229 Total purchase price $ 520,508 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets with fair value on the closing date of November 8, 2016 and amortization accumulated from the closing date through February 25, 2017 as follows: (in thousands) Weighted Average Life- Years Fair Value Amount Accumulated Amortization Trade name Indefinite $ 148,000 $ — Dealer network 12.0 80,500 2,003 Backlog 0.5 18,000 9,924 Non-compete agreements 4.0 4,600 418 Leasehold interest-favorable 8.1 2,000 73 Total 253,100 $ 12,418 Accumulated amortization (12,418 ) Net book value of intangible assets $ 240,682 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (in thousands) Amount Remainder of 2017 $ 12,242 2018 7,854 2019 7,733 2020 7,733 2021 7,733 2022 7,106 Thereafter 42,281 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during the six months ended February 25, 2017 following the November 8, 2016 closing date: Six Months Ended (in thousands) February 25, 2017 Net revenues $ 169,421 Operating income 8,130 Unaudited pro forma information is as follows: Three Months Ended Six Months Ended (In thousands, except per share data) February 25, February 27, February 25, February 27, Net revenues $ 370,510 $ 319,355 $ 711,485 $ 619,738 Net income 20,884 6,960 41,153 8,157 Income per share - basic 0.66 0.22 1.30 0.26 Income per share - diluted 0.66 0.22 1.30 0.26 The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Grand Design had been completed on August 30, 2015: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Amortization of intangibles (1 year or less useful life) $ (8,435 ) $ 8,435 $ (10,376 ) $ 17,143 Increase in amortization of intangibles — 1,933 1,551 3,866 Expenses related to business combination (transaction costs) (1) (463 ) 463 (5,982 ) 6,303 Interest to reflect new debt structure — 4,937 3,672 9,895 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 3,292 (1,407 ) 8,303 (5,730 ) (1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition. |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table shows information by reporting segment: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Net revenues Motorized $ 198,936 $ 205,138 $ 394,061 $ 402,478 Towable 171,574 20,534 221,757 37,417 Consolidated $ 370,510 $ 225,672 $ 615,818 $ 439,895 Adjusted EBITDA Motorized $ 9,117 $ 11,740 $ 19,140 $ 23,464 Towable 19,954 1,563 24,610 2,623 Consolidated $ 29,071 $ 13,303 $ 43,750 $ 26,087 Capital Expenditures Motorized $ 1,953 $ 12,994 $ 5,099 $ 15,866 Towable 1,423 254 1,839 491 Consolidated $ 3,376 $ 13,248 $ 6,938 $ 16,357 Total Assets Motorized $ 315,374 $ 332,698 $ 315,374 $ 332,698 Towable 579,347 27,644 579,347 27,644 Consolidated $ 894,721 $ 360,342 $ 894,721 $ 360,342 Reconciliation of net income to consolidated Adjusted EBITDA: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Net income $ 15,278 $ 9,354 $ 27,016 $ 17,912 Interest expense 5,178 — 6,306 — Provision for income taxes 7,916 4,131 13,536 8,467 Depreciation 1,848 1,393 3,428 2,763 Amortization of intangible assets 10,367 — 12,418 — EBITDA 40,587 14,878 62,704 29,142 Postretirement health care benefit income (11,983 ) (1,593 ) (24,796 ) (2,938 ) Transaction costs 463 — 5,925 — Non-operating expense (income) 4 18 (83 ) (117 ) Adjusted EBITDA $ 29,071 $ 13,303 $ 43,750 $ 26,087 |
Derivatives, Investments and 26
Derivatives, Investments and Fair Value Measurements (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at February 25, 2017 and August 27, 2016 according to the valuation techniques we used to determine their fair values: Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Cash equivalents (1) $ — $ — $ — $ — Assets that fund deferred compensation: Domestic equity funds 2,799 2,707 92 — International equity funds 193 150 43 — Fixed income funds 226 151 75 — Interest rate swap contract (709 ) — (709 ) — Total assets (liabilities) at fair value $ 2,509 $ 3,008 $ (499 ) $ — Fair Value Measurements Using Inputs Considered As (In thousands) Fair Value at Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Cash equivalents (1) $ 77,234 $ 77,234 $ — $ — Assets that fund deferred compensation: Domestic equity funds 3,587 3,515 72 — International equity funds 258 225 33 — Fixed income funds 265 206 59 — Interest rate swap contract — — — — Total assets at fair value $ 81,344 $ 81,180 $ 164 $ — (1) Cash equivalent balances valued using Level 1 inputs include only those accounts that may fluctuate in value. Cash in disbursing accounts and on-demand accounts are not included above. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: (In thousands) February 25, August 27, Finished goods $ 35,070 $ 19,129 Work-in-process 77,346 76,350 Raw materials 70,335 60,740 Total 182,751 156,219 LIFO reserve (34,295 ) (33,697 ) Total inventories $ 148,456 $ 122,522 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following: (In thousands) February 25, August 27, Land $ 4,047 $ 3,864 Buildings and building improvements 70,424 62,073 Machinery and equipment 98,883 95,087 Software 17,965 15,878 Transportation 9,187 8,956 Total property, plant and equipment, gross 200,506 185,858 Less accumulated depreciation (132,648 ) (129,927 ) Total property, plant and equipment, net $ 67,858 $ 55,931 |
Warranty (Tables)
Warranty (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Changes in our product warranty liability are as follows: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Balance at beginning of period $ 24,551 $ 11,585 $ 12,412 $ 11,254 Provision 7,734 3,439 11,632 7,467 Claims paid (7,255 ) (3,297 ) (11,918 ) (6,994 ) Acquisition of Grand Design — — 12,904 — Balance at end of period $ 25,030 $ 11,727 $ 25,030 $ 11,727 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The components of long-term debt are as follows: (In thousands) February 25, August 27, ABL $ 40,000 $ — Term Loan 300,000 — 340,000 — Less: debt issuance cost, net (10,535 ) — 329,465 — Less: current maturities (11,301 ) — Long-term debt, less current maturities $ 318,164 $ — |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years, are as follows: (In thousands) Amount Year: 2017 $ 6,000 2018 14,250 2019 15,000 2020 15,000 2021 15,000 2022 55,000 2023 15,000 2024 204,750 Total debt $ 340,000 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | Postretirement health care and deferred compensation benefits are as follows: (In thousands) February 25, August 27, Postretirement health care benefit cost $ — $ 6,346 Non-qualified deferred compensation 17,230 18,003 Executive share option plan liability 2,468 3,341 SERP benefit liability 2,723 2,681 Executive deferred compensation 495 389 Officer stock-based compensation 1,080 763 Total deferred compensation and postretirement health care benefits 23,996 31,523 Less current portion (4,626 ) (4,574 ) Long-term deferred compensation and postretirement health care benefits $ 19,370 $ 26,949 |
Schedule of Postretirement Plan Amendments [Table Text Block] | Date Event Dollar Cap Reduction Liability Reduction (In thousands) Amortization Period (1) Fiscal 2005 Established employer dollar caps $ 40,414 11.5 years January 2012 Reduced employer dollar caps 10% 4,598 7.8 years January 2013 Reduced employer dollar caps 10% 4,289 7.5 years January 2014 Reduced employer dollar caps 10% 3,580 7.3 years January 2015 Reduced employer dollar caps 10% 3,960 7.1 years January 2016 Reduced employer dollar caps for retirees under age 65; discontinued retiree benefits for retirees age 65 and over 10% 28,596 6.9 years January 2017 (2) Terminated plan 6,338 0.2 years (1) Plan amendments were amortized on a straight-line basis over the expected remaining service period of active plan participants. (2) In accordance with ASC 715, the effects of the plan amendment are accounted for at the date the amendment is adopted and has been communicated to plan participants. The effective date for this plan amendment was October 26, 2016. |
Schedule of Net Benefit Costs [Table Text Block] | Net periodic postretirement benefit income consisted of the following components: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Interest cost $ — $ 58 $ 29 $ 211 Service cost — 23 16 63 Amortization of prior service benefit (19,672 ) (2,008 ) (40,444 ) (3,720 ) Amortization of net actuarial loss 7,689 415 15,648 782 Net periodic postretirement benefit income $ (11,983 ) $ (1,512 ) $ (24,751 ) $ (2,664 ) Payments for postretirement health care $ 15 $ 278 $ 68 $ 506 |
Contingent Liabilites and Com32
Contingent Liabilites and Commitments (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Agreements [Table Text Block] | purchase activity is as follows: Three Months Ended Six Months Ended (In thousands) February 25, February 27, February 25, February 27, Inventory repurchased $ — $ — $ — $ — Cash collected on resold inventory $ 22 $ — $ 22 $ 36 Loss (gain) realized on resold inventory $ 6 $ — $ 6 $ (1 ) |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Our future lease commitments included these related party leases as well as a non-related party lease of an office facility as follows: (In thousands) Related Party Amount Non-related Party Amount Total Year Ended: 2017 $ 858 $ 224 $ 1,082 2018 1,897 477 2,374 2019 1,800 505 2,305 2020 1,800 518 2,318 2021 1,800 523 2,323 Thereafter 8,374 766 9,140 Total $ 16,529 $ 3,013 $ 19,542 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted net income per share: Three Months Ended Six Months Ended (In thousands, except per share data) February 25, February 27, February 25, February 27, Income per share - basic Net income $ 15,278 $ 9,354 $ 27,016 $ 17,912 Weighted average shares outstanding 31,577 26,936 29,707 26,956 Net income per share - basic $ 0.48 $ 0.35 $ 0.91 $ 0.66 Income per share - assuming dilution Net income $ 15,278 $ 9,354 $ 27,016 $ 17,912 Weighted average shares outstanding 31,577 26,936 29,707 26,956 Dilutive impact of awards and options outstanding 109 79 120 86 Weighted average shares and potential dilutive shares outstanding 31,686 27,015 29,827 27,042 Net income per share - assuming dilution $ 0.48 $ 0.35 $ 0.91 $ 0.66 |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Feb. 25, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component, net of tax, were: Three Months Ended February 25, 2017 February 27, 2016 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ 6,952 $ — $ 6,952 $ 14,598 $ — $ 14,598 OCI before reclassifications — (439 ) (439 ) — — — Amounts reclassified from AOCI (7,413 ) — (7,413 ) (982 ) — (982 ) Net current-period OCI (7,413 ) (439 ) (7,852 ) (982 ) — (982 ) Balance at end of period $ (461 ) $ (439 ) $ (900 ) $ 13,616 $ — $ 13,616 Six Months Ended February 25, 2017 February 27, 2016 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ 10,975 $ — $ 10,975 $ (2,274 ) $ — $ (2,274 ) OCI before reclassifications 3,903 (439 ) 3,464 17,701 — 17,701 Amounts reclassified from AOCI (15,339 ) — (15,339 ) (1,811 ) — (1,811 ) Net current-period OCI (11,436 ) (439 ) (11,875 ) 15,890 — 15,890 Balance at end of period $ (461 ) $ (439 ) $ (900 ) $ 13,616 $ — $ 13,616 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: Three Months Ended Six Months Ended (In thousands) Location on Consolidated Statements of Income and Comprehensive Income February 25, February 27, February 25, February 27, Amortization of prior service credit Operating expenses $ (12,177 ) $ (1,242 ) (25,035 ) (2,302 ) Amortization of net actuarial loss Operating expenses 4,764 260 9,696 491 Total reclassifications $ (7,413 ) $ (982 ) $ (15,339 ) $ (1,811 ) |
Basis of Presentation Accountin
Basis of Presentation Accounting Policiies (Details) - USD ($) $ in Thousands | Nov. 08, 2016 | Feb. 25, 2017 | Nov. 26, 2016 |
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||
Debt issuance costs | $ 10,500 | ||
ABL | JPMorgan Chase [Member] | Line of Credit [Member] | |||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||
Debt issuance costs | $ 800 | ||
Debt instrument, term | 5 years | ||
Term Loan | JPMorgan Chase [Member] | Line of Credit [Member] | |||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||
Debt issuance costs | $ 10,200 | $ 10,000 | |
Debt instrument, term | 7 years | ||
Trade Names [Member] | Grand Design [Member] | |||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||
Fair value of indefinite-lived intangible assets acquired | $ 148,000 | ||
Distribution Rights [Member] | Grand Design [Member] | |||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||
Acquired finite-lived intangible assets, weighted average life | 12 years |
Business Combination, Goodwil36
Business Combination, Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Feb. 25, 2017 | Aug. 27, 2016 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Nov. 08, 2016 | |
Business Acquisition [Line Items] | |||||||
Percent of voting interest acquired | 10.66% | ||||||
Goodwill | $ 245,393 | $ 1,228 | $ 245,393 | $ 245,393 | |||
Goodwill, Purchase Accounting Adjustments | 5,800 | ||||||
Amortization of intangible assets | 10,367 | $ 0 | $ 12,418 | $ 0 | |||
Finite-lived intangible assets, remaining amortization period | 9 years 7 months 17 days | ||||||
Acquisition related costs | $ 463 | $ 0 | $ 5,925 | $ 0 | |||
Grand Design [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Member interest held | 10.66% | ||||||
Grand Design [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percent of voting interest acquired | 100.00% | ||||||
Deferred tax liabilities, net | $ 8,500 | ||||||
Goodwill | $ 244,164 | ||||||
Acquisition related costs | $ 300 | $ 6,200 | |||||
Grand Design Member Interest [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percent of voting interest acquired | 89.34% | ||||||
Blocker Corp [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percent of voting interest acquired | 100.00% |
Business Combination, Goodwil37
Business Combination, Goodwill and Other Intangible Assets (Details) - Grand Design [Member] $ / shares in Units, $ in Thousands | Nov. 08, 2016USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Cash | $ 396,442 |
Winnebago shares: 4,586,555 at $27.05 per share | 124,066 |
Total | $ 520,508 |
Shares issued for acquisition | shares | 4,586,555 |
Share price (in dollars per share) | $ / shares | $ 27.05 |
Business Combination, Goodwil38
Business Combination, Goodwill and Other Intangible Assets - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Nov. 08, 2016 | Aug. 27, 2016 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 245,393 | $ 1,228 | |
Grand Design [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | $ 1,748 | ||
Accounts receivable | 32,834 | ||
Inventories | 15,300 | ||
Prepaid expenses and other assets | 2,593 | ||
Property, plant and equipment | 8,998 | ||
Goodwill | 244,164 | ||
Other intangible assets | 253,100 | ||
Total assets acquired | 558,737 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Accounts payable | 11,163 | ||
Accrued compensation | 3,615 | ||
Product warranties | 12,904 | ||
Promotional | 3,976 | ||
Other | 1,569 | ||
Deferred tax liabilities | 5,002 | ||
Total liabilities assumed | 38,229 | ||
Total purchase price | $ 520,508 |
Business Combination, Goodwil39
Business Combination, Goodwill and Other Intangible Assets - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 08, 2016 | Feb. 25, 2017 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 12,418 | |
Accumulated amortization | (12,418) | |
Grand Design [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated amortization | (12,418) | |
Fair value of intangible assets acquired | $ 253,100 | |
Accumulated amortization | 12,418 | |
Intangible assets, net | 240,682 | |
Grand Design [Member] | Trade Names [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair value of indefinite-lived intangible assets acquired | $ 148,000 | |
Distribution Rights [Member] | Grand Design [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average life | 12 years | |
Fair value of finite-lived intangible assets acquired | $ 80,500 | |
Accumulated amortization | 2,003 | |
Accumulated amortization | (2,003) | |
Order or Production Backlog [Member] | Grand Design [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average life | 6 months | |
Fair value of finite-lived intangible assets acquired | $ 18,000 | |
Accumulated amortization | 9,924 | |
Accumulated amortization | (9,924) | |
Noncompete Agreements [Member] | Grand Design [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average life | 4 years | |
Fair value of finite-lived intangible assets acquired | $ 4,600 | |
Accumulated amortization | 418 | |
Accumulated amortization | (418) | |
Leases, Acquired-in-Place [Member] | Grand Design [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average life | 8 years 1 month 6 days | |
Fair value of finite-lived intangible assets acquired | $ 2,000 | |
Accumulated amortization | 73 | |
Accumulated amortization | $ (73) |
Business Combination, Goodwil40
Business Combination, Goodwill and Other Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | Feb. 25, 2017USD ($) |
Business Combinations [Abstract] | |
Remainder of 2017 | $ 12,242 |
2,018 | 7,854 |
2,019 | 7,733 |
2,020 | 7,733 |
2,021 | 7,733 |
2,022 | 7,106 |
Thereafter | $ 42,281 |
Business Combination, Goodwil41
Business Combination, Goodwill and Other Intangible Assets - ProForma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 25, 2017 | Nov. 26, 2016 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Grand Design [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenue since acquisition | $ 169,421 | ||||
Operating income since acquisition | 8,130 | ||||
Pro forma net revenues | $ 370,510 | $ 319,355 | 711,485 | $ 619,738 | |
Pro forma net income | $ 20,884 | $ 6,960 | $ 41,153 | $ 8,157 | |
Pro forma income per share - basic (in dollars per share) | $ 0.66 | $ 0.22 | $ 1.30 | $ 0.26 | |
Pro forma income per share - diluted (in dollars per share) | $ 0.66 | $ 0.22 | $ 1.30 | $ 0.26 | |
Amortization of Intangibles (1 Year or Less Useful Life) [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | $ (8,435) | $ 8,435 | $ (10,376) | $ 17,143 | |
Increase in Amortization of Intangibles [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | 0 | 1,933 | 1,551 | 3,866 | |
Expenses Related to Business Combination [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | (463) | 463 | (5,982) | 6,303 | |
Grand Design Expenses Related to Business Combination [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | $ (100) | ||||
Interest to Reflect New Debt Structure [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | 0 | 4,937 | 3,672 | 9,895 | |
Taxes Related to the Adjustments to The Pro Forma [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | $ 3,292 | $ (1,407) | $ 8,303 | $ (5,730) |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 25, 2017USD ($) | Feb. 27, 2016USD ($) | Feb. 25, 2017USD ($)segment | Feb. 27, 2016USD ($) | Aug. 27, 2016USD ($)segment | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | 1 | |||
Revenues | $ 370,510 | $ 225,672 | $ 615,818 | $ 439,895 | |
Adjusted EBITDA | 29,071 | 13,303 | 43,750 | 26,087 | |
Capital Expenditures | 3,376 | 13,248 | 6,938 | 16,357 | |
Assets | 894,721 | 360,342 | 894,721 | 360,342 | $ 390,718 |
Operating Segments [Member] | Motorized [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 198,936 | 205,138 | 394,061 | 402,478 | |
Adjusted EBITDA | 9,117 | 11,740 | 19,140 | 23,464 | |
Capital Expenditures | 1,953 | 12,994 | 5,099 | 15,866 | |
Assets | 315,374 | 332,698 | 315,374 | 332,698 | |
Operating Segments [Member] | Towable [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 171,574 | 20,534 | 221,757 | 37,417 | |
Adjusted EBITDA | 19,954 | 1,563 | 24,610 | 2,623 | |
Capital Expenditures | 1,423 | 254 | 1,839 | 491 | |
Assets | $ 579,347 | $ 27,644 | $ 579,347 | $ 27,644 |
Business Segments - Reconciliat
Business Segments - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Segment Reporting [Abstract] | ||||
Net income | $ 15,278 | $ 9,354 | $ 27,016 | $ 17,912 |
Interest expense | 5,178 | 0 | 6,306 | 0 |
Provision for income taxes | 7,916 | 4,131 | 13,536 | 8,467 |
Depreciation | 1,848 | 1,393 | 3,428 | 2,763 |
Amortization of intangible assets | 10,367 | 0 | 12,418 | 0 |
EBITDA | 40,587 | 14,878 | 62,704 | 29,142 |
Postretirement health care benefit income | (11,983) | (1,593) | (24,796) | (2,938) |
Transaction costs | 463 | 0 | 5,925 | 0 |
Non-operating expense (income) | 4 | 18 | (83) | (117) |
Adjusted EBITDA | $ 29,071 | $ 13,303 | $ 43,750 | $ 26,087 |
Concentration Risk (Narrative)
Concentration Risk (Narrative) (Details) - Sales Revenue, Goods, Net [Member] - Customer Concentration Risk [Member] | 6 Months Ended | |
Feb. 25, 2017 | Feb. 27, 2016 | |
Major Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Percent of revenue | 13.70% | 16.40% |
Major Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Percent of revenue | 11.80% | 21.20% |
Derivatives, Investments and 45
Derivatives, Investments and Fair Value Measurements (Fair Value Inputs) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 77,234 |
Domestic equity funds | 2,799 | 3,587 |
International equity funds | 193 | 258 |
Fixed income funds | 226 | 265 |
Interest rate swap contract | (709) | 0 |
Fair Value, Net Asset (Liability) | 2,509 | 81,344 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 77,234 |
Domestic equity funds | 2,707 | 3,515 |
International equity funds | 150 | 225 |
Fixed income funds | 151 | 206 |
Interest rate swap contract | 0 | 0 |
Fair Value, Net Asset (Liability) | 3,008 | 81,180 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Domestic equity funds | 92 | 72 |
International equity funds | 43 | 33 |
Fixed income funds | 75 | 59 |
Interest rate swap contract | (709) | 0 |
Fair Value, Net Asset (Liability) | (499) | 164 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Interest rate swap contract | 0 | 0 |
Fair Value, Net Asset (Liability) | $ 0 | $ 0 |
Derivatives, Investments and 46
Derivatives, Investments and Fair Value Measurements (Narrative) (Details) - USD ($) | Dec. 09, 2019 | Dec. 10, 2018 | Dec. 08, 2017 | Feb. 25, 2017 | Jan. 23, 2017 | Aug. 27, 2016 |
Fair Value, Measurements, Recurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest rate swap contract | $ (709,000) | $ 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest rate swap contract | $ (709,000) | $ 0 | ||||
Term Loan | Interest Rate Swap [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notional amount | $ 200,000,000 | |||||
Interest rate, stated percentage | 6.32% | |||||
Scenario, Forecast [Member] | Term Loan | Interest Rate Swap [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notional amount | $ 60,000,000 | $ 120,000,000 | $ 170,000,000 |
Inventories (Inventory Schedule
Inventories (Inventory Schedule) (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 35,070 | $ 19,129 |
Work-in-process | 77,346 | 76,350 |
Raw materials | 70,335 | 60,740 |
Total | 182,751 | 156,219 |
LIFO reserve | (34,295) | (33,697) |
Total inventories | $ 148,456 | $ 122,522 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory, gross | $ 182,751 | $ 156,219 |
Inventory, LIFO | 158,500 | 149,400 |
Inventory, FIFO | $ 24,300 | $ 6,800 |
Property, Plant and Equipment49
Property, Plant and Equipment (Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 200,506 | $ 185,858 |
Less accumulated depreciation | (132,648) | (129,927) |
Total property, plant and equipment, net | 67,858 | 55,931 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 4,047 | 3,864 |
Buildings and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 70,424 | 62,073 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 98,883 | 95,087 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 17,965 | 15,878 |
Transportation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 9,187 | $ 8,956 |
Property, Plant and Equipment50
Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Thousands | Nov. 08, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 |
Property, Plant and Equipment [Line Items] | |||||
Payments to acquire property | $ 3,376 | $ 13,248 | $ 6,938 | $ 16,357 | |
Grand Design [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments to acquire property | $ 9,000 |
Warranty (Schedule of Product W
Warranty (Schedule of Product Warranty Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Balance at beginning of period | $ 24,551 | $ 11,585 | $ 12,412 | $ 11,254 |
Provision | 7,734 | 3,439 | 11,632 | 7,467 |
Claims paid | (7,255) | (3,297) | (11,918) | (6,994) |
Acquisition of Grand Design | 0 | 0 | 12,904 | 0 |
Balance at end of period | $ 25,030 | $ 11,727 | $ 25,030 | $ 11,727 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 340,000 | $ 0 |
Less: debt issuance cost, net | (10,535) | 0 |
Long-term debt | 329,465 | 0 |
Less: current maturities | (11,301) | 0 |
Long-term debt, less current maturities | 318,164 | 0 |
Line of Credit [Member] | ABL | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 40,000 | 0 |
Line of Credit [Member] | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 300,000 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | Dec. 31, 2017 | Nov. 08, 2016USD ($) | Mar. 02, 2019 | Nov. 26, 2016USD ($) | Feb. 25, 2017USD ($) | Feb. 27, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 10,500 | |||||
Accumulated amortization of debt issuance costs | 500 | |||||
Debt issuance costs, net, current | 1,400 | |||||
Debt issuance costs, net, long-term | 9,100 | |||||
Amortization of debt issuance costs | $ 485 | $ 0 | ||||
Prior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | $ 100 | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 125,000 | |||||
ABL agreement, borrowing base, percent of eligible accounts receivable | 85.00% | |||||
ABL agreement, borrowing base, percent of eligible inventory | 75.00% | |||||
Effective interest rate | 2.50% | |||||
Line of credit, unused capacity fee, utilization less than or equal to 50% | 0.375% | |||||
Line of credit, unused capacity fee, utilization greater than 50% | 0.25% | |||||
Debt instrument, term | 5 years | |||||
Debt issuance costs | 800 | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | Base Rate [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | Base Rate [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 300,000 | |||||
Effective interest rate | 5.50% | |||||
Debt instrument, term | 7 years | |||||
Quarterly installment, percent of aggregate principal amount | 1.00% | |||||
Mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries | 50.00% | |||||
Mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries, step down one | 25.00% | |||||
Mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries, step down two | 0.00% | |||||
Mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries, net leverage ratio threshold, step down one | 2.5 | |||||
Mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries, net leverage ratio threshold, step down two | 2 | |||||
Incremental term loans, up to | $ 125,000 | |||||
Fixed charge coverage ratio, minimum | 1 | |||||
Senior secured net leverage ratio, maximum | 3.5 | |||||
Limitation on dividends, redemptions, and other payments on equity | $ 20,000 | |||||
Limitations on dividends, redemptions and other payments on equity, net leverage ratio threshold | 3 | |||||
Debt issuance costs | $ 10,000 | $ 10,200 | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | Interest Rate Swap [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Hedging agreement, percent of outstanding principal balance | 50.00% | |||||
Term of derivative instrument | 3 years | |||||
Hedging agreement requirement, leverage ratio threshold | 2 | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | Scenario, Forecast [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly installment, percent of aggregate principal amount | 1.25% | |||||
Senior secured net leverage ratio, maximum | 3.25 | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | Base Rate [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Base rate floor | 2.00% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 4.50% | |||||
Variable rate, floor (as a percent) | 1.00% | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 10,000 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Debt Disclosure [Abstract] | ||
2,017 | $ 6,000 | |
2,018 | 14,250 | |
2,019 | 15,000 | |
2,020 | 15,000 | |
2,021 | 15,000 | |
2,022 | 55,000 | |
2,023 | 15,000 | |
2,024 | 204,750 | |
Total debt | $ 340,000 | $ 0 |
Employee and Retiree Benefits55
Employee and Retiree Benefits (Postretirement Health Care and Deferred Compensation Benefits) (Details) - USD ($) $ in Thousands | Feb. 25, 2017 | Aug. 27, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Postretirement health care benefit cost | $ 0 | $ 6,346 |
Non-qualified deferred compensation | 17,230 | 18,003 |
Executive share option plan liability | 2,468 | 3,341 |
SERP benefit liability | 2,723 | 2,681 |
Executive deferred compensation | 495 | 389 |
Officer stock-based compensation | 1,080 | 763 |
Total deferred compensation and postretirement health care benefits | 23,996 | 31,523 |
Less current portion | (4,626) | (4,574) |
Long-term deferred compensation and postretirement health care benefits | $ 19,370 | $ 26,949 |
Employee and Retiree Benefits P
Employee and Retiree Benefits Postretirement Plan Amendments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Aug. 27, 2005 | |
Compensation and Retirement Disclosure [Abstract] | |||||||
Dollar cap liability reduction | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||
Liability reduction | $ 6,338 | $ 28,596 | $ 3,960 | $ 3,580 | $ 4,289 | $ 4,598 | $ 40,414 |
Amortization period | 2 months | 6 years 10 months 24 days | 7 years 1 month 6 days | 7 years 4 months | 7 years 6 months | 7 years 9 months 20 days | 11 years 6 months |
Employee and Retiree Benefits57
Employee and Retiree Benefits (Postretirement Benefit Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Interest cost | $ 0 | $ 58 | $ 29 | $ 211 |
Service cost | 0 | 23 | 16 | 63 |
Amortization of prior service benfit | (19,672) | (2,008) | (40,444) | (3,720) |
Amortization of net actuarial loss | 7,689 | 415 | 15,648 | 782 |
Net periodic postretirement benefit income | (11,983) | (1,512) | (24,751) | (2,664) |
Payments for postretirement health care | $ 15 | $ 278 | $ 68 | $ 506 |
Employee and Retiree Benefits58
Employee and Retiree Benefits (Narrative) (Details) | 1 Months Ended | 6 Months Ended | |||||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Feb. 25, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |||||||
Postretirement health care benefits age requirement before distribution occurs | 55 years | ||||||
Postretirement health care benefits continuous service requirement | 15 years | ||||||
Dollar cap liability reduction | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||
Postretirement health care retiree age requirement | 65 years | 65 years |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 08, 2016 | May 27, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Feb. 27, 2016 | Nov. 28, 2015 | Feb. 25, 2017 | Feb. 27, 2016 |
Shareholders Equity [Line Items] | ||||||||
Stock-based compensation expense | $ 0.7 | $ 0.6 | $ 1.5 | $ 1.3 | ||||
Dividends paid per common share (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | ||||
Oct 11 2016 Grant [Member] | Management [Member] | Restricted Stock [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Issuance of stock (in shares) | 97,600 | |||||||
October 13 2015 Grant [Domain] | Management [Member] | Restricted Stock [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Issuance of stock (in shares) | 204,200 | |||||||
Subsequent Event [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Common stock, dividends, per share, declared | $ 0.10 | |||||||
Grand Design [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Shares issued for acquisition | 4,586,555 |
Contingent Liabilites and Com60
Contingent Liabilites and Commitments (Schedule of Repurchased Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Inventory repurchased, dollars | $ 0 | $ 0 | $ 0 | $ 0 |
Inventory resold, cash collected | 22 | 0 | 22 | 36 |
Inventory resold, loss (gain) recognized | $ 6 | $ 0 | $ 6 | $ (1) |
Contingent Liabilites and Com61
Contingent Liabilites and Commitments (Repurchase Commitments Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Feb. 25, 2017 | Aug. 27, 2016 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 18 months | |
Accrued loss on repurchases | $ 1,522 | $ 881 |
Major Customers One and Two [Member] | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Percent of revenue | 26.00% | |
Obligation to Repurchase from Dealers [Member] | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 640,200 | 409,300 |
State Obligation to Repurchase [Member] | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 10,900 | $ 7,900 |
Contingent Liabilites and Com62
Contingent Liabilites and Commitments Lease Commitments (Details) $ in Thousands | Nov. 08, 2016shareholderproperty | Feb. 25, 2017USD ($) |
Minimum future lease commitments under noncancelable lease agreements | ||
2,017 | $ 1,082 | |
2,018 | 2,374 | |
2,019 | 2,305 | |
2,020 | 2,318 | |
2,021 | 2,323 | |
Therafter | 9,140 | |
Total | 19,542 | |
Grand Design [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 2 | |
Grand Design [Member] | Grand Design Facilities [Member] | ||
Business Acquisition [Line Items] | ||
Number of Grand Design shareholders that own the principal facilities | shareholder | 3 | |
Related Party [Member] | ||
Minimum future lease commitments under noncancelable lease agreements | ||
2,017 | 858 | |
2,018 | 1,897 | |
2,019 | 1,800 | |
2,020 | 1,800 | |
2,021 | 1,800 | |
Therafter | 8,374 | |
Total | 16,529 | |
Non-related Party [Member] | ||
Minimum future lease commitments under noncancelable lease agreements | ||
2,017 | 224 | |
2,018 | 477 | |
2,019 | 505 | |
2,020 | 518 | |
2,021 | 523 | |
Therafter | 766 | |
Total | $ 3,013 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | Feb. 25, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 1.9 |
Unrecognized tax benefits that would have an impact on effective tax rate | 1.5 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0.6 |
Earnings Per Share (Calculation
Earnings Per Share (Calculation of Basic and Diluted Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 15,278 | $ 9,354 | $ 27,016 | $ 17,912 |
Weighted average shares outstanding | 31,577 | 26,936 | 29,707 | 26,956 |
Net income per share - basic (in dollars per share) | $ 0.48 | $ 0.35 | $ 0.91 | $ 0.66 |
Dilutive impact of awards and options outstanding | 109 | 79 | 120 | 86 |
Weighted average shares and potential dilutive shares outstanding | 31,686 | 27,015 | 29,827 | 27,042 |
Net income per share - assuming dilution (in dollars per share) | $ 0.48 | $ 0.35 | $ 0.91 | $ 0.66 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 6 Months Ended | |
Feb. 25, 2017 | Feb. 27, 2016 | |
Employee Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 61,000 | 15,846 |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | $ 6,952 | $ 14,598 | $ 10,975 | $ (2,274) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
OCI before reclassifications | (439) | 0 | 3,464 | 17,701 |
Amounts reclassified from AOCI | (7,413) | (982) | (15,339) | (1,811) |
Net current-period OCI | (7,852) | (982) | (11,875) | 15,890 |
Balance at end of period | (900) | 13,616 | (900) | 13,616 |
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | 6,952 | 14,598 | 10,975 | (2,274) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
OCI before reclassifications | 0 | 0 | 3,903 | 17,701 |
Amounts reclassified from AOCI | (7,413) | (982) | (15,339) | (1,811) |
Net current-period OCI | (7,413) | (982) | (11,436) | 15,890 |
Balance at end of period | (461) | 13,616 | (461) | 13,616 |
Accumulated Net Gain (Loss) from Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | 0 | 0 | 0 | 0 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||||
OCI before reclassifications | (439) | 0 | (439) | 0 |
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 |
Net current-period OCI | (439) | 0 | (439) | 0 |
Balance at end of period | $ (439) | $ 0 | $ (439) | $ 0 |
Accumulated Other Comprehensi67
Accumulated Other Comprehensive Income (Loss) Reclassification from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 25, 2017 | Feb. 27, 2016 | Feb. 25, 2017 | Feb. 27, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of prior service credit (net of tax) | $ 12,177 | $ 1,242 | $ 25,035 | $ 2,302 |
Amortization of net actuarial loss (net of tax) | 4,764 | 260 | 9,696 | 491 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications | (7,413) | (982) | (15,339) | (1,811) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Operating expenses [Member] | Amortization of prior service credit | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of prior service credit (net of tax) | (12,177) | (1,242) | (25,035) | (2,302) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Operating expenses [Member] | Amortization of net actuarial loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of net actuarial loss (net of tax) | $ 4,764 | $ 260 | $ 9,696 | $ 491 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
May 27, 2017$ / shares | |
Subsequent Event [Member] | |
Common stock, dividends, per share, declared | $ 0.10 |