Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 26, 2017 | Oct. 17, 2017 | Feb. 24, 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 | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 26, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 31,634,517 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,025,558,857 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Net revenues | $ 1,547,119,000 | $ 975,226,000 | $ 976,505,000 |
Cost of goods sold | 1,324,542,000 | 862,577,000 | 871,625,000 |
Gross profit | 222,577,000 | 112,649,000 | 104,880,000 |
Operating expenses: | |||
Selling | 35,668,000 | 19,823,000 | 19,161,000 |
General and administrative | 55,347,000 | 33,209,000 | 29,911,000 |
Postretirement health care benefit income | (24,796,000) | (6,124,000) | (4,073,000) |
Transaction costs | 6,592,000 | 0 | 0 |
Amortization of intangible assets | 24,660,000 | 0 | 0 |
Impairment of fixed assets | 0 | 0 | 462,000 |
Total SG&A | 97,471,000 | 46,908,000 | 45,461,000 |
Operating income | 125,106,000 | 65,741,000 | 59,419,000 |
Interest expense | 16,837,000 | 0 | 0 |
Non-operating income | (330,000) | (457,000) | (115,000) |
Income before income taxes | 108,599,000 | 66,198,000 | 59,534,000 |
Provision for income taxes | 37,269,000 | 20,702,000 | 18,324,000 |
Net income | $ 71,330,000 | $ 45,496,000 | $ 41,210,000 |
Income per common share: | |||
Basic (in dollars per share) | $ 2.33 | $ 1.69 | $ 1.53 |
Diluted (in dollars per share) | $ 2.32 | $ 1.68 | $ 1.52 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 30,648 | 26,925 | 26,941 |
Diluted (in shares) | 30,766 | 27,033 | 27,051 |
Dividends paid per common share | $ 0.40 | $ 0.40 | $ 0.36 |
Other comprehensive income (loss): | |||
Amortization of prior service credit (net of tax of $15,409, $2,947, and $2,110) | $ (25,035,000) | $ (4,788,000) | $ (3,428,000) |
Amortization of net actuarial loss (net of tax of $5,976, $621, and $565) | 9,705,000 | 1,010,000 | 918,000 |
Increase in actuarial loss (net of tax of $35, $415, and $250) | (57,000) | (674,000) | (407,000) |
Plan amendment (net of tax of $2,402, $10,895, and $1,509) | 3,903,000 | 17,701,000 | 2,451,000 |
Change in fair value of interest rate swap (net of tax of $314, $0, and $0) | (514,000) | 0 | 0 |
Total other comprehensive income (loss) | (11,998,000) | 13,249,000 | (466,000) |
Comprehensive income | $ 59,332,000 | $ 58,745,000 | $ 40,744,000 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Income Statement [Abstract] | |||
Amortization of prior service credit (net of tax of $15,409, $2,947, and $2,110) | $ 15,409 | $ 2,947 | $ 2,110 |
Amortization of net actuarial loss (net of tax of $5,975, $621, and $565) | 5,976 | 621 | 565 |
Increase in actuarial loss (net of tax of $35, $415, and $250) | 35 | 415 | 250 |
Plan amendment (net of tax of $2,402, $10,895, and $1,509) | 2,402 | 10,895 | 1,509 |
Change in fair value of interest rate swap (net of tax of $316, $0, and $0) | $ 314 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 35,945 | $ 85,583 |
Receivables, less allowance for doubtful accounts ($183 and $278, respectively) | 124,539 | 66,184 |
Inventories | 142,265 | 122,522 |
Prepaid expenses and other assets | 11,388 | 6,300 |
Total current assets | 314,137 | 280,589 |
Property, plant, and equipment, net | 71,560 | 55,931 |
Goodwill | 242,728 | 1,228 |
Other intangible assets, net | 228,440 | 0 |
Investment in life insurance | 27,418 | 26,492 |
Deferred income taxes | 12,736 | 18,753 |
Other assets | 5,493 | 7,725 |
Total assets | 902,512 | 390,718 |
Current liabilities: | ||
Accounts payable | 79,194 | 44,134 |
Current maturities of long-term debt | 2,850 | 0 |
Income taxes payable | 7,450 | 19 |
Accrued expenses: | ||
Accrued compensation | 24,546 | 19,699 |
Product warranties | 30,805 | 12,412 |
Self-insurance | 6,122 | 5,812 |
Promotional | 6,560 | 4,756 |
Accrued interest | 3,128 | 0 |
Other | 6,503 | 6,117 |
Total current liabilities | 167,158 | 92,949 |
Total non-current liabilities: | ||
Long-term debt, less current maturities | 271,726 | 0 |
Unrecognized tax benefits | 1,606 | 2,461 |
Deferred compensations benefits and postretirement benefits, net of current portion | 19,270 | 26,949 |
Other | 1,078 | 0 |
Total non-current liabilities | 293,680 | 29,410 |
Stockholders' equity: | ||
Capital stock common, par value $0.50; authorized 60,000 shares, issued 51,776 shares | 25,888 | 25,888 |
Additional paid-in capital | 80,401 | 32,717 |
Retained earnings | 679,138 | 620,546 |
Accumulated other comprehensive (loss) income | (1,023) | 10,975 |
Treasury stock, at cost (20,183 and 24,875 shares, respectively) | (342,730) | (421,767) |
Total stockholders' equity | 441,674 | 268,359 |
Total liabilities and stockholders' equity | $ 902,512 | $ 390,718 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, less allowance for doubtful accounts | $ 183 | $ 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) | 51,766 | 51,766 |
Treasury stock, at cost, shares (in shares) | 20,183 | 24,875 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares [Member] | Additional Paid-In Capital (APIC) [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] |
Beginning balance at Aug. 30, 2014 | $ 192,748 | $ 25,888 | $ 31,672 | $ 554,496 | $ (1,808) | $ (417,500) |
Beginning balance (in shares) at Aug. 30, 2014 | 51,776 | (24,727) | ||||
Creation/utilization of APIC pool due to stock award | 124 | 124 | ||||
Issuance of restricted stock | 1,410 | (1,950) | $ 3,360 | |||
Issuance of restricted stock (in shares) | 199 | |||||
Stock-based compensation, net of forfeitures | 2,221 | 2,172 | $ 49 | |||
Stock-based compensation, net of forfeitures (in shares) | 3 | |||||
Payments for the purchase of common stock | (6,519) | $ (6,519) | ||||
Payments for the purchase of common stock (in shares) | (300) | |||||
Cash dividends paid on common stock | (9,765) | (9,765) | ||||
Prior service cost and actuarial loss, net of tax | (2,917) | (2,917) | ||||
Plan amendment, net of tax | 2,451 | 2,451 | ||||
Change in fair value of interest rate swap, net of tax | 0 | |||||
Net income | 41,210 | 41,210 | ||||
Ending balance at Aug. 29, 2015 | 220,963 | $ 25,888 | 32,018 | 585,941 | (2,274) | $ (420,610) |
Ending balance (in shares) at Aug. 29, 2015 | 51,776 | (24,825) | ||||
Creation/utilization of APIC pool due to stock award | 33 | 33 | ||||
Issuance of restricted stock | 517 | (1,309) | $ 1,826 | |||
Issuance of restricted stock (in shares) | 108 | |||||
Stock-based compensation, net of forfeitures | 2,058 | 1,975 | $ 83 | |||
Stock-based compensation, net of forfeitures (in shares) | 5 | |||||
Payments for the purchase of common stock | (3,066) | $ (3,066) | ||||
Payments for the purchase of common stock (in shares) | (163) | |||||
Cash dividends paid on common stock | (10,891) | (10,891) | ||||
Prior service cost and actuarial loss, net of tax | (4,452) | (4,452) | ||||
Plan amendment, net of tax | 17,701 | 17,701 | ||||
Change in fair value of interest rate swap, net of tax | 0 | |||||
Net income | 45,496 | 45,496 | ||||
Ending balance at Aug. 27, 2016 | 268,359 | $ 25,888 | 32,717 | 620,546 | 10,975 | $ (421,767) |
Ending balance (in shares) at Aug. 27, 2016 | 51,776 | (24,875) | ||||
Creation/utilization of APIC pool due to stock award | 470 | 470 | ||||
Issuance of restricted stock | 808 | (1,821) | $ 2,629 | |||
Issuance of restricted stock (in shares) | 155 | |||||
Stock-based compensation, net of forfeitures | 2,908 | 2,830 | $ 78 | |||
Issuance of stock for acquisition | 124,066 | 46,205 | $ 77,861 | |||
Issuance of stock for acquisition (in shares) | 4,586 | |||||
Stock-based compensation, net of forfeitures (in shares) | 5 | |||||
Payments for the purchase of common stock | (1,531) | $ (1,531) | ||||
Payments for the purchase of common stock (in shares) | (54) | |||||
Cash dividends paid on common stock | (12,738) | (12,738) | ||||
Prior service cost and actuarial loss, net of tax | (15,387) | (15,387) | ||||
Plan amendment, net of tax | 3,903 | 3,903 | ||||
Change in fair value of interest rate swap, net of tax | (514) | (514) | ||||
Net income | 71,330 | 71,330 | ||||
Ending balance at Aug. 26, 2017 | $ 441,674 | $ 25,888 | $ 80,401 | $ 679,138 | $ (1,023) | $ (342,730) |
Ending balance (in shares) at Aug. 26, 2017 | 51,776 | (20,183) |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Prior service cost and actuarial loss, tax | $ 9,468 | $ 2,741 | $ 1,795 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | (314) | 0 | 0 |
Plan amendment, tax | $ 2,402 | $ 10,895 | $ 1,509 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Operating activities: | |||
Net income | $ 71,330,000 | $ 45,496,000 | $ 41,210,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 7,315,000 | 5,745,000 | 4,513,000 |
Amortization of intangible assets | 24,660,000 | 0 | 0 |
Amortization of debt issuance costs | 1,596,000 | 0 | 0 |
LIFO expense | 1,722,000 | 1,153,000 | 1,244,000 |
Asset impairment | 0 | 0 | 462,000 |
Stock-based compensation | 2,977,000 | 3,293,000 | 3,097,000 |
Deferred income taxes | 8,360,000 | 2,233,000 | 215,000 |
Deferred compensation expense and postretirement income | (23,379,000) | (4,292,000) | (843,000) |
Other | (1,257,000) | (935,000) | (909,000) |
Change in assets and liabilities: | |||
Inventories | (6,165,000) | (11,510,000) | (561,000) |
Receivables, prepaid and other assets | (27,597,000) | 1,217,000 | 2,458,000 |
Investment in operating leases, net of repurchase obligations | 0 | 0 | (72,000) |
Income taxes and unrecognized tax benefits | 7,045,000 | 85,000 | 408,000 |
Accounts payable and accrued expenses | 33,697,000 | 14,253,000 | (1,880,000) |
Postretirement and deferred compensation benefits | (3,177,000) | (3,992,000) | (4,159,000) |
Net cash provided by operating activities | 97,127,000 | 52,746,000 | 45,183,000 |
Investing activities: | |||
Purchases of property and equipment | (13,993,000) | (24,551,000) | (16,573,000) |
Proceeds from the sale of property | 223,000 | 18,000 | 65,000 |
Acquisition of business, net of cash acquired | 392,473,000 | 0 | 0 |
Other | 858,000 | 1,141,000 | (9,000) |
Net cash used in investing activities | (405,385,000) | (23,392,000) | (16,517,000) |
Financing activities: | |||
Payments for repurchases of common stock | (1,530,000) | (3,066,000) | (6,519,000) |
Payments of cash dividends | (12,738,000) | (10,891,000) | (9,765,000) |
Payments of debt issuance costs | (11,020,000) | 0 | 0 |
Borrowings on credit facility | 366,400,000 | 0 | 22,000,000 |
Repayments of credit facility | (82,400,000) | 0 | (22,000,000) |
Other | (92,000) | (53,000) | 53,000 |
Net cash provided by (used in) financing activities | 258,620,000 | (14,010,000) | (16,231,000) |
Net (decrease) increase in cash and cash equivalents | (49,638,000) | 15,344,000 | 12,435,000 |
Cash and cash equivalents at beginning of period | 85,583,000 | 70,239,000 | 57,804,000 |
Cash and cash equivalents at end of period | 35,945,000 | 85,583,000 | 70,239,000 |
Supplemental cash flow disclosure: | |||
Income taxes paid, net | 21,421,000 | 18,449,000 | 17,658,000 |
Interest paid | 11,893,000 | 0 | 10,000 |
Non-cash transactions: | |||
Issuance of Winnebago common stock for acquisition of business | 124,066,000 | 0 | 0 |
Capital expenditures in accounts payable | $ 1,021,000 | $ 903,000 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 26, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Operations Winnebago Industries, Inc., founded in 1958 and headquartered in Forest City, Iowa, is one of the leading manufacturers of RVs which we sell through independent dealers, primarily throughout the United States and Canada. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. 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 of Fiscal 2017, we expanded the number of reporting segments to two : (1) Motorized products and services and (2) Towable products and services. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. The Motorized segment includes all products that include a motorized chassis as well as other related manufactured products. All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation. Principles of Consolidation The consolidated financial statements for Fiscal 2017 include the parent company and our wholly-owned subsidiaries. All intercompany balances and transactions with our subsidiaries have been eliminated. Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. The financial statements presented are all 52-week fiscal periods. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments with an original maturity of three months or less. The carrying amount approximates fair value due to the short maturity of the investments. Fair Value Disclosures of Financial Instruments All financial instruments are carried at amounts believed to approximate fair value. Derivative Instruments and Hedging Activities 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. Allowance for Doubtful Accounts The allowance for doubtful accounts is based on historical loss experience and any specific customer collection issues identified. Additional amounts are provided through charges to income as we believe necessary after evaluation of receivables and current economic conditions. Amounts which are considered to be uncollectible are written off and recoveries of amounts previously written off are credited to the allowance upon recovery. Inventories Substantially, all inventories are stated at the lower of cost or market, determined on the LIFO basis. Manufacturing cost includes materials, labor and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. Property and Equipment Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 10-30 years Machinery and equipment 3-15 years Software 3-10 years Transportation equipment 4-6 years We review our long-lived depreciable assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from future cash flows. If the carrying value of a long-lived asset is impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. We assess the potential impairment of long-lived assets in accordance with ASC 360 Property, Plant and Equipment . We also reviewed all other long-lived depreciable assets for impairment, noting no impairment. Goodwill and Indefinite-Lived Intangible Asset Goodwill is tested annually in the fourth quarter of each year, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amounts may be impaired. Impairment testing for goodwill is done at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as our operating segments and one level below the reporting segment level. Companies have the option to first assess qualitative factors to determine whether the fair value of a reporting unit is not “more likely than not” less than its carrying amount. If it is more likely than not that an impairment has occurred, companies then perform the quantitative 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 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 we fail the quantitative assessment of goodwill impairment, pursuant to our adoption of FASB ASU No. 2017–04 in Fiscal 2017, we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value. As of August 26, 2017 , we had an indefinite-lived intangible asset for the trade name of $148 million related to 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. During the fourth quarter of Fiscal 2017 , we completed our annual impairment tests. We elected not to rely on the qualitative assessment as of the testing date and rather performed the quantitative analysis. We elected to perform this analysis because Grand Design was acquired during Fiscal 2017 and the analysis resulted in setting foundational assumptions to be used to evaluate goodwill and the indefinite-lived trade name asset in the future. The result of the test was that the fair value far exceeded the carrying value of the reporting unit and no impairment was indicated. 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 test 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 August 26, 2017 for goodwill, indefinite- or definite-lived intangible assets, or long-lived assets. Debt Issuance Costs We amortize debt issuance costs on a straight-line basis (which is not materially different from an effective interest method) over the term of the associated debt agreement. If early principal payments are made on the Term Loan, a proportional amount of the unamortized issuance costs will be expensed. As of August 26, 2017 , we incurred $0.8 million of costs related to our revolving Credit Agreement that are being amortized on a straight-line basis over the five year term of the agreement. We also incurred $10.2 million of costs as of August 26, 2017 related to the Term Loan that are being amortized on a straight-line basis over the seven year term of the agreement. Self-Insurance Generally, we self-insure for a portion of product liability claims and workers' compensation. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We determined the liability for product liability and workers' compensation claims with the assistance of a third party administrator and actuary using various state statutes and historical claims experience. We have a $50.0 million insurance policy that includes an SIR for product liability of $2.5 million per occurrence and $6.0 million in aggregate per policy year. We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for product liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Our product liability and workers' compensation accrual is included within accrued self-insurance on our balance sheet. Income Taxes In preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within our balance sheet. We then assess the likelihood that our deferred tax assets will be realized based on future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we include an expense or a benefit within the tax provision in our Statements of Income. Legal Our accounting policy regarding litigation expense is to accrue for probable and reasonably estimable exposure including estimated defense costs. Revenue Recognition Generally, revenues for our RVs are recorded when the following conditions are met: • an order for a product has been received from a dealer • written or verbal approval for payment has been received from the dealer's floorplan financing institution (if applicable) • an independent transportation company has accepted responsibility for the product as agent for the dealer; and • the product is removed from our property for delivery to the dealer by the agent. Our shipping terms are FOB shipping point. Products are not sold on consignment, dealers do not have the right to return products, and dealers are typically responsible for interest costs to floor plan lenders. Delivery Revenues and Expenses Delivery revenues for products delivered are included within net sales, while delivery expenses are included within cost of goods sold. Concentration of Risk One of our dealer organizations accounted for 10.0% , 13.0% and 15.0% of our net revenue for Fiscal 2017 , Fiscal 2016 , and Fiscal 2015 , respectively. A second dealer organization accounted for 9.9% , 16.6% , and 17.9% of our consolidated net revenue in Fiscal 2017 , 2016 and 2015 , 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. Sales Promotions and Incentives We accrue for sales promotions and incentive expenses, which are recognized as a reduction to revenues, at the time of sale to the dealer or when the sales incentive is offered to the dealer or retail customer. Examples of sales promotions and incentive programs include dealer and consumer rebates, volume discounts, retail financing programs and dealer sales associate incentives. Sales promotion and incentive expenses are estimated based upon then current program parameters, such as unit or retail volume and historical rates. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the retail customer usage rate varies from historical trends. Historically, sales promotion and incentive expenses have been within our expectations and differences have not been material. Repurchase Commitments It is customary practice for manufacturers in the RV industry to enter into repurchase agreements with financing institutions that provide financing to their dealers. Our repurchase agreements generally provide that, in the event of a default by a dealer in its obligation to these lenders, we will repurchase vehicles sold to the dealer that have not been resold to retail customers. The terms of these agreements, which can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Based on these repurchase agreements and our historical loss experience, we establish an associated loss reserve which is included in "Accrued expenses - Other" on the consolidated balance sheets. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. See Note 10 . Reporting Segment We have two reportable segments: (1) Motorized products and services and (2) Towable products and services. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. The Motorized segment includes all products that include a motorized chassis as well as other related manufactured products. See Note 3 . Advertising Advertising costs, which consist primarily of literature and trade shows, were $5.7 million , $4.9 million , and $5.5 million in Fiscal 2017 , 2016 and 2015 , respectively. Advertising costs are included in selling expense and are expensed as incurred with the exception of trade shows which are expensed in the period in which the show occurs. Earnings Per Common Share Basic income per common share is computed by dividing net income by the weighted average common shares outstanding during the period. Diluted income per common share is computed by dividing net income by the weighted average common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of dilutive stock awards and options. See Note 13 . Subsequent Events We evaluated events occurring between the end of our most recent fiscal year and the date the financial statements were issued. There were no material subsequent events, except those described in Note 16 . Recently Adopted Accounting Pronouncements 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 August 26, 2017. 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. We adopted this standard on August 28, 2016 and have accounted for all adjustments to provisional amounts in accordance with this guidance. 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 early adopted this standard as of the beginning of Fiscal 2017. There was no impact on our consolidated financial statements as there was no impairment indicated. 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 have performed an evaluation which included a review of representative contracts with key customers and the performance obligations contained therein, as well as a review of our commercial terms and practices across each of our segments. Based on our preliminary review, we do not expect adoption to have a material impact but further work to substantiate this preliminary conclusion is underway. We will determine the transition method to apply and the implications of using either the full retrospective or modified retrospective approach after this additional work is concluded. 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 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. 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 will be adopting this standard in our forthcoming first quarter of our Fiscal 2018, and we 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 August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods 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. |
Business Combination, Goodwill
Business Combination, Goodwill and Other Intangible Assets | 12 Months Ended |
Aug. 26, 2017 | |
Business Combinations [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 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. We believe that the information provides a reasonable basis for estimating the fair values, but we are waiting for additional information necessary to finalize the amounts related 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 during the first quarter of Fiscal 2018 and no later than one year from the acquisition date. The current 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 3,788 Property, plant and equipment 8,998 Goodwill 241,499 Other intangible assets 253,100 Total assets acquired 557,267 Accounts payable 11,163 Accrued compensation 3,615 Product warranties 12,904 Promotional 3,976 Other 290 Deferred tax liabilities 4,811 Total liabilities assumed 36,759 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 $242.7 million within the Towable segment as of August 26, 2017 from $1.2 million as of August 27, 2016 . 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 August 27, 2016 as follows: (In thousands) Weighted Average Life- Years Fair Value Amount Accumulated Amortization Trade name Indefinite $ 148,000 $ — Dealer network 12.0 80,500 5,348 Backlog 0.5 18,000 18,000 Non-compete agreements 4.0 4,600 1,116 Leasehold interest-favorable 8.1 2,000 196 Total 253,100 $ 24,660 Accumulated amortization (24,660 ) Net book value of intangible assets $ 228,440 We used the income approach to value certain intangible assets. 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. We used the income approach known as the relief from royalty method to value the trade name. 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 is based on expected revenues from such license. The fair value of the dealer network was estimated using an income approach known as 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 Fiscal 2017 and 2016 , amortization of intangible assets charged to operations was $24.7 million and $0 , respectively . The weig hted average remaining amortization period for intangible assets as of August 26, 2017 was approximatel y 11.0 years . Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (In thousands) Amount 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 fiscal year ended August 26, 2017 following the November 8, 2016 closing date: Year Ended (In thousands) August 26, 2017 Net revenues $ 559,664 Operating income 56,475 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 acquisition. Unaudited pro forma information is as follows: Year Ended (In thousands, except per share data) August 26, August 27, Net revenues $ 1,642,786 $ 1,402,897 Net income 91,163 48,357 Income per share - basic 2.89 1.53 Income per share - diluted 2.88 1.53 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: Year Ended (In thousands) August 26, August 27, Amortization of intangibles (1 year or less useful life) $ (18,751 ) $ 18,871 Increase in amortization of intangibles 1,551 7,733 Expenses related to business combination (transaction costs) (1) (6,649 ) 6,649 Interest to reflect new debt structure 3,672 19,622 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 11,648 1,680 (1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition. We incurred approximately $6.9 million of acquisition-related costs to date, of which $6.6 million was expensed during Fiscal 2017 and $0.3 million was expensed in Fiscal 2016 . |
Business Segments
Business Segments | 12 Months Ended |
Aug. 26, 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 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 of Fiscal 2017, we expanded the number of reporting segments to two : (1) Motorized products and services and (2) Towable products and services. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. The Motorized segment includes all products that include a motorized chassis as well as other related manufactured products. Prior year segment information has been restated to conform to the current reporting segment presentation. We organize our business reporting 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. The accounting policies of both reportable segments are the same and described in Note 1 , " Summary of Significant Accounting Policies ". 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. Examples of items excluded from Adjusted EBITDA include the postretirement health care benefit income resulting from the plan amendments over the past several years, favorable legal settlements including our Fiscal 2016 Australia trademark settlement, and transaction costs related to our pending acquisition of Grand Design RV. The following table shows information by reporting segment for Fiscal 2017 , Fiscal 2016 and Fiscal 2015 : Year Ended (In thousands) August 26, August 27, August 29, Net revenues Motorized $ 861,922 $ 885,814 $ 904,821 Towable 685,197 89,412 71,684 Consolidated $ 1,547,119 $ 975,226 $ 976,505 Adjusted EBITDA Motorized $ 43,948 $ 57,365 $ 57,102 Towable 94,929 4,952 2,767 Consolidated $ 138,877 $ 62,317 $ 59,869 Capital Expenditures Motorized $ 9,587 $ 23,920 $ 10,923 Towable 4,406 631 5,650 Consolidated $ 13,993 $ 24,551 $ 16,573 Year Ended (In thousands) August 26, August 27, Total Assets Motorized $ 333,600 $ 368,941 Towable 568,912 21,777 Consolidated $ 902,512 $ 390,718 Reconciliation of net income to consolidated Adjusted EBITDA: Year Ended (In thousands) August 26, August 27, August 29, Net income $ 71,330 $ 45,496 $ 41,210 Interest expense 16,837 — 10 Provision for income taxes 37,269 20,702 18,324 Depreciation 7,315 5,745 4,513 Amortization 24,660 — — EBITDA 157,411 71,943 64,057 Postretirement health care benefit income (24,796 ) (6,124 ) (4,073 ) Legal settlement — (3,400 ) — Transaction costs 6,592 355 — Non-operating income (330 ) (457 ) (115 ) Adjusted EBITDA $ 138,877 $ 62,317 $ 59,869 Net revenue by geographic area: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 United States $ 1,445,401 93.4 % $ 940,230 96.4 % $ 920,315 94.2 % International 101,718 6.6 % 34,996 3.6 % 56,190 5.8 % Total net revenues $ 1,547,119 100.0 % $ 975,226 100.0 % $ 976,505 100.0 % |
Derivatives, Investments and Fa
Derivatives, Investments and Fair Value Measurements | 12 Months Ended |
Aug. 26, 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows: Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 - Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets in nonactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The following tables set forth by level within the fair value hierarchy our financial assets that were accounted for at fair value on a recurring basis at August 26, 2017 and August 27, 2016 according to the valuation techniques we used to determine their fair values: Fair Value at August 26, 2017 Fair Value Measurements Using Inputs Considered As (In thousands) Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,708 $ 1,671 $ 37 $ — International equity funds 174 157 17 — Fixed income funds 259 170 89 — Interest rate swap contract (828 ) — (828 ) — Total assets (liabilities) at fair value $ 1,313 $ 1,998 $ (685 ) $ — Fair Value at August 27, 2016 Fair Value Measurements Using Inputs Considered As (In thousands) Level 1 Level 2 Level 3 Cash equivalents (1) $ 77,234 $ 77,234 $ — $ — Assets that fund deferred compensation: Domestic equity funds 3,587 3,515 72 — International equity funds 258 225 33 — Fixed income funds 265 206 59 — Total assets (liabilities) 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 9 ). 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 non-current and are included in other assets. Interest Rate Swap Contract Under terms of our Credit Agreement (see Note 8 ) 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 contract decreases to $170.0 million on December 8, 2017, $120.0 million on December 10, 2018, and $60.0 million on December 9, 2019. The swap contract expires on December 8, 2020. The fair value of the interest rate swap based on a Level 2 valuation was a liability of $0.8 million as of August 26, 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 includes 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 Fiscal 2017 , no impairments were recorded for non-financial assets. The carrying value of our debt as of August 26, 2017 approximates fair value as interest is at variable market rates. |
Inventories
Inventories | 12 Months Ended |
Aug. 26, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: (In thousands) August 26, 2017 August 27, 2016 Finished goods $ 16,947 $ 19,129 Work-in-process 60,818 76,350 Raw materials 99,919 60,740 Total 177,684 156,219 LIFO reserve (35,419 ) (33,697 ) Total inventories $ 142,265 $ 122,522 The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates. Of the $177.7 million and $156.2 million inventory at August 26, 2017 and August 27, 2016 , respectively, $149.8 million and $149.4 million is valued on a LIFO basis. The remaining inventories of $27.9 million and $6.8 million at August 26, 2017 and August 27, 2016 , respectively, are valued on a FIFO basis. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Aug. 26, 2017 | |
Property, Plant and Equipment, Net [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) August 26, 2017 August 27, 2016 Land $ 3,914 $ 3,864 Buildings and building improvements 73,831 62,073 Machinery and equipment 99,952 95,087 Software 17,844 15,878 Transportation 8,993 8,956 Total property, plant and equipment, gross 204,534 185,858 Less accumulated depreciation (132,974 ) (129,927 ) Total property, plant and equipment, net $ 71,560 $ 55,931 As part of the Grand Design acquisition, in the first quarter of Fiscal 2017 we purchased land and buildings for approximately $9.0 million . See Note 2 . |
Warranty
Warranty | 12 Months Ended |
Aug. 26, 2017 | |
Product Warranties Disclosures [Abstract] | |
Warranty | Warranty We provide our motorhome customers a comprehensive 12 -month/ 15,000 -mile warranty on our Class A, B, and C motorhomes, and a 3 -year/ 36,000 -mile structural warranty on Class A and C sidewalls and floors. We provide a comprehensive 12 -month warranty on all towable 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. 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. A significant increase in dealership labor rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. In addition to the costs associated with the contractual warranty coverage provided on our products, we also occasionally incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate. Changes in our product warranty liability during Fiscal 2017 , Fiscal 2016 , and Fiscal 2015 are as follows: (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Balance at beginning of year $ 12,412 $ 11,254 $ 9,501 Acquisition of Grand Design 12,904 — — Provision 31,631 16,503 12,892 Claims paid (26,142 ) (15,345 ) (11,139 ) Balance at end of year $ 30,805 $ 12,412 $ 11,254 |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 12 Months Ended |
Aug. 26, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Long-Term Debt The components of long-term debt are as follows: (In thousands) August 26, August 27, ABL $ — $ — Term Loan 284,000 — Gross Long-term debt, excluding issuance costs 284,000 — Less: debt issuance cost, net (9,424 ) — Long-term debt, net of issuance costs 274,576 — Less: current maturities (2,850 ) — Long-term debt, less current maturities $ 271,726 $ — On November 8, 2016 , we entered into a $125.0 million ABL agreement and a $300.0 million Term Loan with JPMorgan Chase. Under the ABL agreement, we have a five -year credit facility on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The line is available for issuance of letters of credit to a specified limit of $10.0 million . We pay a customary commitment fee based upon the amount of the facility available but unused. Under the agreement, we can elect to base the interest rate on various base rates plus specific spreads, depending on the amount of borrowings outstanding. As of August 26, 2017 no funds were drawn on the ABL agreement other than an outstanding $0.2 million letter of credit. Under the Term Loan agreement, we have a seven -year credit facility originally 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 on November 8, 2023. A voluntary prepayment of $10.0 million in June of 2017 was designated as applying to the next regularly-scheduled payments. This designation provides an opportunity to defer principal payments on the term loan, at our option, until March 31, 2018. There are mandatory prepayments for proceeds of new debt, sale of significant assets or subsidiaries, and excess cash flow as those terms are defined in the agreement. 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, we can elect to base the interest rate on various base rates plus specific spreads. The interest rate as of August 26, 2017 , before consideration of the hedge, was 5.7% . The Term Loan agreement and the ABL agreement both contain various financial covenants. As of August 26, 2017 , we are in compliance with all financial covenants of the Credit Agreement. 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 substantially all of our assets, except minor excluded assets. As of August 26, 2017 , $9.4 million of debt issuance costs, net of amortization of $1.6 million , were recorded as a direct deduction from long-term debt, $1.4 million from the current portion and $8.0 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: 2018 $ 4,250 2019 15,000 2020 15,000 2021 15,000 2022 15,000 2023 15,000 2024 204,750 Total debt $ 284,000 |
Employee and Retiree Benefits
Employee and Retiree Benefits | 12 Months Ended |
Aug. 26, 2017 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Postretirement health care and deferred compensation benefits are as follows: (In thousands) August 26, 2017 August 27, 2016 Postretirement health care benefit cost $ — $ 6,346 Non-qualified deferred compensation 16,476 18,003 Executive share option plan liability 1,498 3,341 SERP benefit liability 2,534 2,681 Executive deferred compensation 447 389 Officer stock-based compensation 1,664 763 Total postretirement health care and deferred compensation benefits 22,619 31,523 Less current portion (1) (3,349 ) (4,574 ) Long-term postretirement health care and deferred compensation benefits $ 19,270 $ 26,949 (1) Included in Accrued compensation in the Consolidated Balance Sheets 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 Fiscal 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 Plan Amendment Dollar Cap Reduction Liability Reduction (in thousands) Amortization Period (1) Fiscal 2005 Established employer dollar cap $ 40,414 11.5 years January 2012 Reduced employer dollar cap 10 % 4,598 7.8 years January 2013 Reduced employer dollar cap 10 % 4,289 7.5 years January 2014 Reduced employer dollar cap 10 % 3,580 7.3 years January 2015 Reduced employer dollar cap 10 % 3,960 7.1 years January 2016 Reduced employer dollar cap for retirees under age 65; discontinued retiree benefits for retirees age 65 and over 10 % 28,596 6.9 years January 2017 (2) Terminated Plan 6,338 0.2 years (1) Plan amendments are 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. Based on actuarial evaluations, the discount rate used in determining the accumulated postretirement benefit obligation was 2.73% at August 27, 2016 , which increased the benefit obligation by $0.9 million at August 27, 2016 . There was no actuarial evaluation in Fiscal 2017 due to the termination of postretirement health care benefits. Changes in our postretirement health care liability were as follows: (In thousands) August 26, 2017 August 27, 2016 Balance at beginning of year $ 6,346 $ 34,535 Interest cost 29 327 Service cost 16 108 Net benefits paid (53 ) (878 ) Actuarial loss — 850 Plan amendment (6,338 ) (28,596 ) Balance at end of year $ — $ 6,346 Net periodic postretirement benefit income for the past three fiscal years consisted of the following components: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Interest cost $ 29 $ 327 $ 1,382 Service cost 16 108 427 Amortization of prior service benefit (40,444 ) (7,736 ) (5,538 ) Amortization of net actuarial loss 15,648 1,612 1,465 Net periodic postretirement benefit income $ (24,751 ) $ (5,689 ) $ (2,264 ) For accounting purposes, we recognized net periodic postretirement income as presented in the previous table, due to the amortization of prior service benefit associated with the establishment of caps on the employer portion of benefits in Fiscal 2005 and the plan amendments made over the past five years. Amounts not yet recognized in net periodic benefit cost and included in accumulated other comprehensive income (before taxes) are as follows: (In thousands) August 26, 2017 August 27, 2016 Prior service credit $ — $ (34,139 ) Net actuarial loss — 15,648 Accumulated other comprehensive income $ — $ (18,491 ) Deferred Compensation Benefits Non-Qualified Deferred Compensation Program (1981) We have a Non-Qualified Deferred Compensation Program which permitted key employees to annually elect to defer a portion of their compensation until their retirement. The plan has been closed to any additional deferrals since January 2001. The retirement benefit to be provided is based upon the amount of compensation deferred and the age of the individual at the time of the contracted deferral. An individual generally vests at age 55 and 5 years of participation under the plan. For deferrals prior to December 1992, vesting occurs at the later of age 55 and 5 years of service from first deferral or 20 years of service. Deferred compensation expense was $1.2 million , $1.3 million and $1.3 million in Fiscal 2017 , 2016 and 2015 , respectively. Total deferred compensation liabilities were $16.5 million and $18.0 million at August 26, 2017 and August 27, 2016 , respectively. Supplemental Executive Retirement Plan (SERP) The primary purpose of this plan was to provide our officers and managers with supplemental retirement income for a period of 15 years after retirement. We have not offered this plan on a continuing basis to members of management since 1998. The plan was funded with individual whole life insurance policies (Split Dollar Program) owned by the named insured officer or manager. We initially paid the life insurance premiums on the life of the individual and the individual would receive life insurance and supplemental cash payment during the 15 years following retirement. In October 2008, the plan was amended as a result of changes in the tax and accounting regulations and rising administrative costs. Under the redesigned SERP, the underlying life insurance policies previously owned by the insured individual became COLI by a release of all interests by the participant and assignment to us as a prerequisite to participation in the SERP and transition from the Split Dollar Program. Total SERP liabilities were $2.5 million and $2.7 million at August 26, 2017 and August 27, 2016 , respectively. This program remains closed to new employee participation. To assist in funding the deferred compensation and SERP liabilities, we have invested in COLI policies. The cash surrender value of these policies is presented as investment in life insurance in the accompanying balance sheets and consists of the following: (In thousands) August 26, 2017 August 27, 2016 Cash value $ 62,824 $ 60,263 Borrowings (35,406 ) (33,771 ) Investment in life insurance $ 27,418 $ 26,492 Non-Qualified Share Option Program (2001) The Non-Qualified Share Option Program permitted participants in the Executive Share Option Plan (the "Executive Plan") to choose to defer a portion of their salary or other eligible compensation in the form of options to purchase selected securities, primarily equity-based mutual funds. These assets are treated as trading securities and are recorded at fair value. The Executive Plan has been closed to any additional deferrals since January 2005. The Executive Plan assets related to those options that will expire within a year are included in prepaid expenses and other assets in the accompanying balance sheets. The remaining assets are included in other assets. Total assets on August 26, 2017 and August 27, 2016 were $1.6 million and $3.7 million , respectively, and the liabilities were $1.5 million and $3.3 million , respectively. The difference between the asset and liability balances represents the additional 25% we contributed at the time of the initial deferrals to aid in potential additional earnings to the participant. This contribution is required to be paid back to us when the option is exercised. A participant may exercise his or her options per the plan document, but there is a requirement that after these dollars have been invested for 15 years the participant is required to exercise such option. Executive Deferred Compensation Plan (2007) In December 2006, we adopted the Winnebago Industries, Inc. Executive Deferred Compensation Plan (the "Executive Deferred Compensation Plan"). Under the Executive Deferred Compensation Plan, corporate officers and certain key employees may annually choose to defer up to 50% of their salary and up to 100% of their cash incentive awards. The assets are presented as Other assets and the liabilities are presented as Deferred compensation benefits and postretirement health care benefits in the accompanying balance sheets. Such assets on August 26, 2017 and August 27, 2016 were $0.4 million and $0.4 million , respectively, and liabilities were $0.4 million and $0.4 million , respectively. Profit Sharing Plan We have a qualified profit sharing and contributory 401(k) plan for eligible employees. The plan provides quarterly discretionary matching cash contributions as approved by our Board of Directors. Contributions to the plan for Fiscal 2017 , 2016 and 2015 were $1.6 million , $1.5 million and $1.2 million , respectively. |
Contingent Liabilites and Commi
Contingent Liabilites and Commitments | 12 Months Ended |
Aug. 26, 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 RVs 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. 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 RVs to repurchase current inventory if a dealership exits the business. Our total contingent liability on all repurchase agreements was approximately $713.1 million and $417.2 million at August 26, 2017 and August 27, 2016 , respectively, with the increase attributed primarily to Grand Design. Our risk of loss related to these 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. 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 and our historical loss experience, we established an associated loss reserve. Our accrued losses on repurchases were $0.7 million as of August 26, 2017 and $0.9 million as of August 27, 2016 and are included in Accrued expenses - Other on the Consolidated Balance Sheets. 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 the activity for the fiscal years stated for repurchased units is as follows: (Dollars in thousands) Fiscal 2017 Fiscal 2016 Fiscal 2015 (1) Inventory repurchased: Units 14 29 62 Dollars $ 408 $ 1,605 $ 7,472 Inventory resold: Units 15 28 62 Cash collected $ 393 $ 1,510 $ 6,409 Loss recognized $ 44 $ 95 $ 1,063 Units in ending inventory — 1 1 (1) A significant number of the units repurchased in Fiscal 2015 were attributable to a single dealership for which we had established a specific repurchase loss reserve in Fiscal 2014. Litigation We are involved in various legal proceedings which are ordinary and routine 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. We have operating leases for certain land, buildings and equipment. Lease expense was $2.9 million for Fiscal 2017 , $0.6 million for Fiscal 2016 and $0.9 million for Fiscal 2015 . Our future lease commitments included the following related party and non-related party leases: (In thousands) Related Party Amount Non-related Party Amount Total Year Ended: 2018 $ 1,897 $ 643 $ 2,540 2019 1,800 623 2,423 2020 1,800 556 2,356 2021 1,800 551 2,351 2022 1,800 770 2,570 Thereafter $ 6,574 $ 228 $ 6,802 Total $ 15,671 $ 3,371 $ 19,042 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Aug. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans 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. No more than 3.6 million shares of common stock may be issued under the Plan and no more than 3.6 million of those shares may be used for awards other than stock options or stock appreciation rights. Shares subject to awards that are forfeited or terminated, expire unexercised, are cancelled and settled in cash in lieu of common stock or are exchanged for awards that do not involve common stock, shall be added back to the limits and again immediately become available for awards. Stock Options and Share Awards The term of any options granted under the Plan may not exceed ten years from the date of the grant. Stock options are granted at the closing market price on the date of grant. Options issued to key employees generally vest over a three -year period in equal annual installments, beginning one year after the date of grant, with immediate vesting upon a change of control (as defined in the Plan), if earlier. Historically, options issued to directors vested six months after grant. Share awards generally vest over a three-year period in equal annual installments with continued employment, beginning one year after the date of grant, with immediate vesting upon retirement for awards made prior to October 2016 or upon a change of control (collectively, "time-based") or upon attainment of established goals. Share awards that are not time-based typically vest at the end of a one year or three -year incentive period based upon the achievement of company goals ("performance-based"). The value of time-based restricted share awards is based on the number of shares granted and the closing price of our common stock on the date of grant. The value of performance-based restricted share awards is based upon the terms of the plan and an assessment of the probability of reaching the established performance targets. Historically, the terms of these plans linked the incentive payment to a percentage of base salary compensation and if the established goals are met, shares of the appropriate value are then granted. Annual Incentive Plans For Fiscal 2015 and Fiscal 2016 , the Human Resources Committee of our Board of Directors established annual incentive plans for the officers that were to be paid in 2/3 cash and 1/3 restricted stock (stock must be held for one year from date of grant except for shares we agree to repurchase in lieu of executives' payment of payroll taxes). The Fiscal 2017 Annual Incentive Plan was paid out entirely in cash. The following table shows the amount accrued each fiscal year for stock-based compensation under the annual incentive plan. The Human Resources Committee of the Board of Directors approved the awards of restricted stock to the officers on the dates shown. August 26, 2017 August 27, 2016 August 29, 2015 Annual incentive accrual (in thousands) $ 3,037 $ 1,467 $ 454 Date of award — 10/11/2016 10/13/2015 Stock-based portion of annual incentive accrual (in thousands) $ — $ 489 $ 157 Restricted shares awarded — 17,532 7,914 Long-Term Incentive Plans For Fiscal 2015 , Fiscal 2016 and Fiscal 2017 , the Human Resources Committee of our Board of Directors established three different three -year incentive compensation plans (Officers Long-Term Incentive Plan Fiscal 2013-2015, 2014-2016 and 2015-2017) to serve as an incentive to our senior management team to achieve certain ROE targets. If the ROE target is met, restricted stock will be awarded subsequent to the end of each three year period with a one -year restriction on sale upon award (except for shares we agree to repurchase in lieu of executives' payment of payroll taxes). In the event that we do not achieve the required ROE targets, no restricted stock will be granted. If it becomes probable that certain of the ROE performance targets will be achieved, the corresponding estimated cost of the grant will be recorded as stock-based compensation expense over the performance period. The probability of reaching the targets is evaluated each reporting period. If it becomes probable that certain of the target performance levels will be achieved, a cumulative adjustment will be recorded and future stock-based-compensation expense will increase based on the then projected performance levels. If we later determine that it is not probable that the minimum ROE performance threshold for the grants will be met, no further stock-based compensation cost will be recognized and any previously recognized stock-based compensation cost related to these plans will be reversed. The following table shows the amount accrued each fiscal year for stock-based compensation as a result of ROE targets being met. The Human Resources Committee of the Board of Directors approved the awards of restricted stock to the officers on the dates shown. August 26, 2017 August 27, 2016 August 29, 2015 LTIP accrual (in thousands) $ 86 $ 318 $ 360 LTIP plan year 2015-2017 2014-2016 2013-2015 Date of award 10/18/2017 10/11/2016 10/13/2015 Restricted shares awarded 1,939 11,419 18,156 Director's Deferred Compensation Plan Non-employee directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units and is more fully described in the Proxy Statement. For the directors who elected to defer during Fiscal 2017 , 4,588 stock units were created. The aggregate intrinsic value of the stock units outstanding as of August 26, 2017 was $1.7 million with 49,729 stock units outstanding. Stock-Based Compensation Total stock-based compensation expense for the past three fiscal years consisted of the following components: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Share awards: Performance-based annual plan employee award expense $ — $ 489 $ 157 Performance-based LTIP employee award expense 69 318 360 Time-based employee award expense 1,965 1,583 2,060 Time-based directors award expense 641 743 412 Directors stock unit expense 138 149 108 Stock options 164 11 — Total stock-based compensation $ 2,977 $ 3,293 $ 3,097 Stock Options A summary of stock option activity for Fiscal 2017 , 2016 and 2015 is as follows: Year Ended August 26, 2017 August 27, 2016 August 29, 2015 Shares Wtd. Avg. Exercise Price/Share Shares Wtd. Avg. Exercise Price/Share Shares Wtd. Avg. Exercise Price/Share Outstanding at beginning of year 10,000 $ 16.67 167,394 $ 28.30 457,421 $ 30.38 Options granted 63,800 29.92 10,000 16.67 — — Options exercised — — — — — — Options cancelled (8,000 ) 27.89 (167,394 ) 28.30 (290,027 ) 31.58 Outstanding at end of year 65,800 $ 28.15 10,000 $ 16.67 167,394 $ 28.30 Exercisable at end of year 3,333 $ 16.67 — $ — 167,394 $ 28.30 Vested and expected to vest at end of year 65,800 $ 28.15 10,000 $ 16.67 167,394 $ 28.30 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average valuation assumptions: Valuation Assumptions (1) Fiscal 2017 Fiscal 2016 Expected dividend yield 1.35 % 2.40 % Risk-free interest rate (2) 1.47 % 1.49 % Expected life (in years) (3) 5 5 Expected volatility (4) 39.34 % 43.52 % Weighted average fair value of options granted $9.58 $5.31 (1) Forfeitures are estimated based on historical experience. (2 ) Risk-free interest rate is based on Treasury Securities constant maturity interest rate whose term is consistent with the expected life of our stock options. (3) Expected life of stock options is based on historical experience. (4) Expected stock price volatility is based on historical experience over a term consistent with the expected life of our stock options. The weighted average remaining contractual life for options outstanding at August 26, 2017 was 9.1 years. Aggregate intrinsic value for options outstanding at August 26, 2017 was $0.4 million . As of August 26, 2017 , there was $0.4 million of unrecognized compensation expense related to option awards that is expected to be recognized over a weighted average period of 2.2 years. On October 18, 2017 the Board of Directors granted 72,710 stock options to our officers. Share Awards A summary of share award activity for Fiscal 2017 , 2016 and 2015 is as follows: Year Ended August 26, 2017 August 27, 2016 August 29, 2015 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Beginning of year 283,881 $ 20.45 163,420 $ 20.83 198,523 $ 18.98 Granted 156,801 28.13 240,270 19.72 165,624 21.70 Vested (159,979 ) 22.66 (110,283 ) 19.44 (198,693 ) 19.71 Cancelled (36,934 ) 22.61 (9,526 ) 20.28 (2,034 ) 20.58 End of year 243,769 $ 23.61 283,881 $ 20.45 163,420 $ 20.83 The aggregate intrinsic value of awards outstanding at August 26, 2017 was $8.4 million . As of August 26, 2017 , there was $3.0 million of unrecognized compensation expense related to restricted stock awards that is expected to be recognized over a weighted average period of 1.8 years. The total fair value of awards vested during Fiscal 2017 , 2016 and 2015 was $4.9 million , $2.2 million and $4.2 million , respectively. On October 18, 2017 the Board of Directors granted awards of 47,680 shares of our restricted common stock under the Plan valued at $2.1 million to our key management group (approximately 75 employees). The Board of Directors also granted 14,980 shares of our restricted common stock valued at $0.7 million to the non-management members of the Board. The value of the restricted stock is based on the closing price of our common stock on the date of grant, which was $44.40 . The fair value of this award to employees is amortized on a straight-line basis over the requisite service period of three years. Estimated non-cash stock compensation expense based on this restricted stock grant will be approximately $1.0 million for Fiscal 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 26, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense consisted of the following: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Current Federal $ 33,125 $ 14,293 $ 15,406 State 2,937 1,685 1,124 Total 36,062 15,978 16,530 Deferred Federal 926 4,280 1,486 State 281 444 308 Total 1,207 4,724 1,794 Income Tax Expense $ 37,269 $ 20,702 $ 18,324 The following table provides a reconciliation of the US statutory income tax rate to our effective income tax rate: Year Ended (A percentage) August 26, 2017 August 27, 2016 August 29, 2015 US federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal benefit 2.8 % 2.5 % 2.4 % Tax-free and dividend income (0.7 )% (1.3 )% (1.3 )% Income tax credits (0.6 )% (1.1 )% (0.3 )% Domestic production activities deduction (2.4 )% (2.5 )% (3.7 )% Other items 0.8 % (1.3 )% (0.8 )% Uncertain tax positions settlements and adjustments (0.6 )% — % (0.5 )% Effective tax provision rate 34.3 % 31.3 % 30.8 % The tax effects of temporary differences that give rise to deferred income taxes were as follows: (In thousands) August 26, 2017 August 27, 2016 Deferred income tax asset (liability) Deferred compensation $ 9,135 $ 9,609 Warranty reserves 11,675 4,729 Postretirement health care benefits — 2,262 Self-insurance reserve 1,967 2,214 Accrued vacation 2,142 2,006 Stock based compensation 943 1,030 Unrecognized tax benefit 437 698 Other (1) 2,072 1,785 Total deferred tax assets 28,371 24,333 Inventory (1,919 ) (1,930 ) Intangibles (7,455 ) — Depreciation (6,261 ) (3,650 ) Total deferred tax liabilities (15,635 ) (5,580 ) Total deferred income tax assets, net of deferred tax liabilities $ 12,736 $ 18,753 (1) At August 26, 2017 , Other includes $46,000 related to state NOLs that will begin to expire in Fiscal 2021. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized. Unrecognized Tax Benefits Changes in the unrecognized tax benefits are as follows: (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Unrecognized tax benefits - beginning balance $ 1,710 $ 1,589 $ 1,709 Gross decreases - tax positions in a prior period (536 ) (355 ) (568 ) Gross increases - current period tax positions 21 476 448 Unrecognized tax benefits - ending balance 1,195 1,710 1,589 Accrued interest and penalties 411 751 922 Total unrecognized tax benefits $ 1,606 $ 2,461 $ 2,511 The amount of unrecognized tax benefits is not expected to change materially within the next 12 months. If the remaining uncertain tax positions are ultimately resolved favorably, $1.5 million of unrecognized tax benefits would have a favorable impact on our effective tax rate. It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits into tax expense. We file a US federal tax return and various state tax returns. Although certain years are no longer subject to examinations by the various taxing authorities, NOL carryforwards generated in those years may be adjusted upon examination by the taxing authorities if the NOL carryforwards are utilized in a future period. As of August 26, 2017 , our federal returns from Fiscal 2014 to present are subject to review by the IRS. With limited exception, state returns from Fiscal 2013 to present continue to be subject to review by state taxing jurisdictions. Several years may lapse before an uncertain tax position is audited and finally resolved and it is difficult to predict the outcome of such audits. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Aug. 26, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reflects the calculation of basic and diluted income per share for the past three fiscal years: Year Ended (In thousands, except per share data) August 26, 2017 August 27, 2016 August 29, 2015 Income per share - basic Net income $ 71,330 $ 45,496 $ 41,210 Weighted average shares outstanding 30,648 26,925 26,941 Net income per share - basic $ 2.33 $ 1.69 $ 1.53 Income per share - assuming dilution Net income $ 71,330 $ 45,496 $ 41,210 Weighted average shares outstanding 30,648 26,925 26,941 Dilutive impact of awards and options outstanding 118 108 110 Weighted average shares and potential dilutive shares outstanding 30,766 27,033 27,051 Net income per share - assuming dilution $ 2.32 $ 1.68 $ 1.52 The computation of weighted average shares and potential dilutive shares outstanding excludes the effect of options to purchase 55,800 , 10,000 and 167,394 shares of common stock for the fiscal years ended August 26, 2017 , August 27, 2016 and August 29, 2015 , 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 . |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Aug. 26, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | Interim Financial Information (Unaudited) Fiscal 2017 Quarter Ended (In thousands, except per share data) November 26, February 25, May 27, August 26, Net revenues $ 245,308 $ 370,510 $ 476,364 $ 454,936 Gross profit 28,875 49,316 70,804 73,582 Operating income 18,399 28,376 34,860 43,471 Net income 11,738 15,278 19,391 24,923 Net income per share (basic) (1) 0.42 0.48 0.61 0.79 Net income per share (diluted) (1) 0.42 0.48 0.61 0.79 (1) The sum of the quarterly amounts will not equal the YTD amount due primarily to the stock issuance during Fiscal 2017 Fiscal 2016 Quarter Ended (In thousands, except per share data) November 28, February 27, May 28, August 27, Net revenues $ 214,223 $ 225,672 $ 272,077 $ 263,254 Gross profit 25,249 25,276 30,257 31,867 Operating income 12,759 13,503 20,593 18,886 Net income 8,558 9,354 14,438 13,146 Net income per share (basic) 0.32 0.35 0.54 0.49 Net income per share (diluted) 0.32 0.35 0.53 0.49 |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Aug. 26, 2017 | |
Equity [Abstract] | |
Comprehensive Income | Comprehensive Income Changes in AOCI by component, net of tax, were: Year Ended August 26, 2017 August 27, 2016 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of year $ 10,975 $ — $ 10,975 $ (2,274 ) $ — $ (2,274 ) OCI before reclassifications 3,846 (514 ) 3,332 17,027 — 17,027 Amounts reclassified from AOCI (15,330 ) — (15,330 ) (3,778 ) — (3,778 ) Net current-period OCI (11,484 ) (514 ) (11,998 ) 13,249 — 13,249 Balance at end of year $ (509 ) $ (514 ) $ (1,023 ) $ 10,975 $ — $ 10,975 Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: Year Ended (In thousands) Location on Consolidated Statements of Income and Comprehensive Income August 26, 2017 August 27, 2016 Amortization of prior service credit Cost of goods sold $ (25,035 ) $ (4,788 ) Amortization of net actuarial loss Cost of goods sold 9,705 1,010 Total reclassifications $ (15,330 ) $ (3,778 ) |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Aug. 26, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Issues of stock options and restricted common stock On October 17, 2017 the Human Resources Committee of our Board of Directors issued stock options and shares of restricted common stock, which is further discussed in Note 11 . Dividend On October 18, 2017 our Board of Directors declared a cash dividend of $0.10 per outstanding share of common stock. The dividend will be paid on November 29, 2017 to all shareholders of record at the close of business on November 15, 2017 . Share Repurchase Authorization On October 18, 2017 our Board of Directors authorized a share repurchase program in the amount of $70 million , which is approximately 5% of our market capitalization as of October 18, 2017. Employee stock purchase plan On October 18, 2017 our Board of Directors adopted the Winnebago Industries, Inc. Employee Stock Purchase Plan (the "ESPP") subject to approval by the shareholders at our annual meeting on December 12, 2017 . |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 26, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation [Policy Text Block] | Principles of Consolidation The consolidated financial statements for Fiscal 2017 include the parent company and our wholly-owned subsidiaries. All intercompany balances and transactions with our subsidiaries have been eliminated. |
Fiscal Period [Policy Text Block] | Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. The financial statements presented are all 52-week fiscal periods. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments with an original maturity of three months or less. The carrying amount approximates fair value due to the short maturity of the investments. |
Fair Value Disclosures of Financial Instruments [Policy Text Block] | Fair Value Disclosures of Financial Instruments All financial instruments are carried at amounts believed to approximate fair value. |
Derivatives Instruments and Hedging Activities [Policy Text Block] | Derivative Instruments and Hedging Activities 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. |
Allowance for Doubtful Accounts [Policy Text Block] | Allowance for Doubtful Accounts The allowance for doubtful accounts is based on historical loss experience and any specific customer collection issues identified. Additional amounts are provided through charges to income as we believe necessary after evaluation of receivables and current economic conditions. Amounts which are considered to be uncollectible are written off and recoveries of amounts previously written off are credited to the allowance upon recovery. |
Inventories [Policy Text Block] | Inventories Substantially, all inventories are stated at the lower of cost or market, determined on the LIFO basis. Manufacturing cost includes materials, labor and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. |
Property and Equipment [Policy Text Block] | Property and Equipment Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 10-30 years Machinery and equipment 3-15 years Software 3-10 years Transportation equipment 4-6 years We review our long-lived depreciable assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from future cash flows. If the carrying value of a long-lived asset is impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. We assess the potential impairment of long-lived assets in accordance with ASC 360 Property, Plant and Equipment . We also reviewed all other long-lived depreciable assets for impairment, noting no impairment. |
Goodwill and Indefinite-Lived Intangible Asset [Policy Text Block] | Goodwill and Indefinite-Lived Intangible Asset Goodwill is tested annually in the fourth quarter of each year, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amounts may be impaired. Impairment testing for goodwill is done at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as our operating segments and one level below the reporting segment level. Companies have the option to first assess qualitative factors to determine whether the fair value of a reporting unit is not “more likely than not” less than its carrying amount. If it is more likely than not that an impairment has occurred, companies then perform the quantitative 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 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 we fail the quantitative assessment of goodwill impairment, pursuant to our adoption of FASB ASU No. 2017–04 in Fiscal 2017, we would be required to recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeded its fair value. As of August 26, 2017 , we had an indefinite-lived intangible asset for the trade name of $148 million related to 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. During the fourth quarter of Fiscal 2017 , we completed our annual impairment tests. We elected not to rely on the qualitative assessment as of the testing date and rather performed the quantitative analysis. We elected to perform this analysis because Grand Design was acquired during Fiscal 2017 and the analysis resulted in setting foundational assumptions to be used to evaluate goodwill and the indefinite-lived trade name asset in the future. The result of the test was that the fair value far exceeded the carrying value of the reporting unit and no impairment was indicated. |
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 test 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 August 26, 2017 for goodwill, indefinite- or definite-lived intangible assets, or long-lived assets. |
Debt Issuance Costs [Policy Text Block] | Debt Issuance Costs We amortize debt issuance costs on a straight-line basis (which is not materially different from an effective interest method) over the term of the associated debt agreement. If early principal payments are made on the Term Loan, a proportional amount of the unamortized issuance costs will be expensed. As of August 26, 2017 , we incurred $0.8 million of costs related to our revolving Credit Agreement that are being amortized on a straight-line basis over the five year term of the agreement. We also incurred $10.2 million of costs as of August 26, 2017 related to the Term Loan that are being amortized on a straight-line basis over the seven year term of the agreement. |
Self-Insurance [Policy Text Block] | Self-Insurance Generally, we self-insure for a portion of product liability claims and workers' compensation. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We determined the liability for product liability and workers' compensation claims with the assistance of a third party administrator and actuary using various state statutes and historical claims experience. We have a $50.0 million insurance policy that includes an SIR for product liability of $2.5 million per occurrence and $6.0 million in aggregate per policy year. We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for product liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Our product liability and workers' compensation accrual is included within accrued self-insurance on our balance sheet. |
Income Taxes [Policy Text Block] | Income Taxes In preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within our balance sheet. We then assess the likelihood that our deferred tax assets will be realized based on future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we include an expense or a benefit within the tax provision in our Statements of Income. |
Legal [Policy Text Block] | Legal Our accounting policy regarding litigation expense is to accrue for probable and reasonably estimable exposure including estimated defense costs. |
Revenue Recognition [Policy Text Block] | Revenue Recognition Generally, revenues for our RVs are recorded when the following conditions are met: • an order for a product has been received from a dealer • written or verbal approval for payment has been received from the dealer's floorplan financing institution (if applicable) • an independent transportation company has accepted responsibility for the product as agent for the dealer; and • the product is removed from our property for delivery to the dealer by the agent. Our shipping terms are FOB shipping point. Products are not sold on consignment, dealers do not have the right to return products, and dealers are typically responsible for interest costs to floor plan lenders. |
Delivery Revenues and Expenses [Policy Text Block] | Delivery Revenues and Expenses Delivery revenues for products delivered are included within net sales, while delivery expenses are included within cost of goods sold. |
Concentration of Risk [Policy Text Block] | Concentration of Risk One of our dealer organizations accounted for 10.0% , 13.0% and 15.0% of our net revenue for Fiscal 2017 , Fiscal 2016 , and Fiscal 2015 , respectively. A second dealer organization accounted for 9.9% , 16.6% , and 17.9% of our consolidated net revenue in Fiscal 2017 , 2016 and 2015 , 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. |
Sales Promotions and Incentives [Policy Text Block] | Sales Promotions and Incentives We accrue for sales promotions and incentive expenses, which are recognized as a reduction to revenues, at the time of sale to the dealer or when the sales incentive is offered to the dealer or retail customer. Examples of sales promotions and incentive programs include dealer and consumer rebates, volume discounts, retail financing programs and dealer sales associate incentives. Sales promotion and incentive expenses are estimated based upon then current program parameters, such as unit or retail volume and historical rates. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the retail customer usage rate varies from historical trends. Historically, sales promotion and incentive expenses have been within our expectations and differences have not been material. |
Repurchase Commitments [Policy Text Block] | Repurchase Commitments It is customary practice for manufacturers in the RV industry to enter into repurchase agreements with financing institutions that provide financing to their dealers. Our repurchase agreements generally provide that, in the event of a default by a dealer in its obligation to these lenders, we will repurchase vehicles sold to the dealer that have not been resold to retail customers. The terms of these agreements, which can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Based on these repurchase agreements and our historical loss experience, we establish an associated loss reserve which is included in "Accrued expenses - Other" on the consolidated balance sheets. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. See Note 10 . |
Reporting Segment [Policy Text Block] | Reporting Segment We have two reportable segments: (1) Motorized products and services and (2) Towable products and services. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. The Motorized segment includes all products that include a motorized chassis as well as other related manufactured products. See Note 3 . |
Advertising [Policy Text Block] | Advertising Advertising costs, which consist primarily of literature and trade shows, were $5.7 million , $4.9 million , and $5.5 million in Fiscal 2017 , 2016 and 2015 , respectively. Advertising costs are included in selling expense and are expensed as incurred with the exception of trade shows which are expensed in the period in which the show occurs. |
Earnings Per Common Share [Policy Text Block] | Earnings Per Common Share Basic income per common share is computed by dividing net income by the weighted average common shares outstanding during the period. Diluted income per common share is computed by dividing net income by the weighted average common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of dilutive stock awards and options. See Note 13 . |
Subsequent Events [Policy Text Block] | Subsequent Events We evaluated events occurring between the end of our most recent fiscal year and the date the financial statements were issued. There were no material subsequent events, except those described in Note 16 . |
New Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements 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 August 26, 2017. 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. We adopted this standard on August 28, 2016 and have accounted for all adjustments to provisional amounts in accordance with this guidance. 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 early adopted this standard as of the beginning of Fiscal 2017. There was no impact on our consolidated financial statements as there was no impairment indicated. 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 have performed an evaluation which included a review of representative contracts with key customers and the performance obligations contained therein, as well as a review of our commercial terms and practices across each of our segments. Based on our preliminary review, we do not expect adoption to have a material impact but further work to substantiate this preliminary conclusion is underway. We will determine the transition method to apply and the implications of using either the full retrospective or modified retrospective approach after this additional work is concluded. 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 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. 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 will be adopting this standard in our forthcoming first quarter of our Fiscal 2018, and we 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 August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods 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. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 10-30 years Machinery and equipment 3-15 years Software 3-10 years Transportation equipment 4-6 years Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following: (In thousands) August 26, 2017 August 27, 2016 Land $ 3,914 $ 3,864 Buildings and building improvements 73,831 62,073 Machinery and equipment 99,952 95,087 Software 17,844 15,878 Transportation 8,993 8,956 Total property, plant and equipment, gross 204,534 185,858 Less accumulated depreciation (132,974 ) (129,927 ) Total property, plant and equipment, net $ 71,560 $ 55,931 |
Business Combination, Goodwil27
Business Combination, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Aug. 26, 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 (In thousands) November 8, Cash $ 1,748 Accounts receivable 32,834 Inventories 15,300 Prepaid expenses and other assets 3,788 Property, plant and equipment 8,998 Goodwill 241,499 Other intangible assets 253,100 Total assets acquired 557,267 Accounts payable 11,163 Accrued compensation 3,615 Product warranties 12,904 Promotional 3,976 Other 290 Deferred tax liabilities 4,811 Total liabilities assumed 36,759 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 August 27, 2016 as follows: (In thousands) Weighted Average Life- Years Fair Value Amount Accumulated Amortization Trade name Indefinite $ 148,000 $ — Dealer network 12.0 80,500 5,348 Backlog 0.5 18,000 18,000 Non-compete agreements 4.0 4,600 1,116 Leasehold interest-favorable 8.1 2,000 196 Total 253,100 $ 24,660 Accumulated amortization (24,660 ) Net book value of intangible assets $ 228,440 |
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 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] | Unaudited pro forma information is as follows: Year Ended (In thousands, except per share data) August 26, August 27, Net revenues $ 1,642,786 $ 1,402,897 Net income 91,163 48,357 Income per share - basic 2.89 1.53 Income per share - diluted 2.88 1.53 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: Year Ended (In thousands) August 26, August 27, Amortization of intangibles (1 year or less useful life) $ (18,751 ) $ 18,871 Increase in amortization of intangibles 1,551 7,733 Expenses related to business combination (transaction costs) (1) (6,649 ) 6,649 Interest to reflect new debt structure 3,672 19,622 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 11,648 1,680 (1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to 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 fiscal year ended August 26, 2017 following the November 8, 2016 closing date: Year Ended (In thousands) August 26, 2017 Net revenues $ 559,664 Operating income 56,475 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table shows information by reporting segment for Fiscal 2017 , Fiscal 2016 and Fiscal 2015 : Year Ended (In thousands) August 26, August 27, August 29, Net revenues Motorized $ 861,922 $ 885,814 $ 904,821 Towable 685,197 89,412 71,684 Consolidated $ 1,547,119 $ 975,226 $ 976,505 Adjusted EBITDA Motorized $ 43,948 $ 57,365 $ 57,102 Towable 94,929 4,952 2,767 Consolidated $ 138,877 $ 62,317 $ 59,869 Capital Expenditures Motorized $ 9,587 $ 23,920 $ 10,923 Towable 4,406 631 5,650 Consolidated $ 13,993 $ 24,551 $ 16,573 Year Ended (In thousands) August 26, August 27, Total Assets Motorized $ 333,600 $ 368,941 Towable 568,912 21,777 Consolidated $ 902,512 $ 390,718 Reconciliation of net income to consolidated Adjusted EBITDA: Year Ended (In thousands) August 26, August 27, August 29, Net income $ 71,330 $ 45,496 $ 41,210 Interest expense 16,837 — 10 Provision for income taxes 37,269 20,702 18,324 Depreciation 7,315 5,745 4,513 Amortization 24,660 — — EBITDA 157,411 71,943 64,057 Postretirement health care benefit income (24,796 ) (6,124 ) (4,073 ) Legal settlement — (3,400 ) — Transaction costs 6,592 355 — Non-operating income (330 ) (457 ) (115 ) Adjusted EBITDA $ 138,877 $ 62,317 $ 59,869 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Net revenue by geographic area: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 United States $ 1,445,401 93.4 % $ 940,230 96.4 % $ 920,315 94.2 % International 101,718 6.6 % 34,996 3.6 % 56,190 5.8 % Total net revenues $ 1,547,119 100.0 % $ 975,226 100.0 % $ 976,505 100.0 % |
Derivatives, Investments and 29
Derivatives, Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following tables set forth by level within the fair value hierarchy our financial assets that were accounted for at fair value on a recurring basis at August 26, 2017 and August 27, 2016 according to the valuation techniques we used to determine their fair values: Fair Value at August 26, 2017 Fair Value Measurements Using Inputs Considered As (In thousands) Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,708 $ 1,671 $ 37 $ — International equity funds 174 157 17 — Fixed income funds 259 170 89 — Interest rate swap contract (828 ) — (828 ) — Total assets (liabilities) at fair value $ 1,313 $ 1,998 $ (685 ) $ — Fair Value at August 27, 2016 Fair Value Measurements Using Inputs Considered As (In thousands) Level 1 Level 2 Level 3 Cash equivalents (1) $ 77,234 $ 77,234 $ — $ — Assets that fund deferred compensation: Domestic equity funds 3,587 3,515 72 — International equity funds 258 225 33 — Fixed income funds 265 206 59 — Total assets (liabilities) 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) | 12 Months Ended |
Aug. 26, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: (In thousands) August 26, 2017 August 27, 2016 Finished goods $ 16,947 $ 19,129 Work-in-process 60,818 76,350 Raw materials 99,919 60,740 Total 177,684 156,219 LIFO reserve (35,419 ) (33,697 ) Total inventories $ 142,265 $ 122,522 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 10-30 years Machinery and equipment 3-15 years Software 3-10 years Transportation equipment 4-6 years Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following: (In thousands) August 26, 2017 August 27, 2016 Land $ 3,914 $ 3,864 Buildings and building improvements 73,831 62,073 Machinery and equipment 99,952 95,087 Software 17,844 15,878 Transportation 8,993 8,956 Total property, plant and equipment, gross 204,534 185,858 Less accumulated depreciation (132,974 ) (129,927 ) Total property, plant and equipment, net $ 71,560 $ 55,931 |
Warranty (Tables)
Warranty (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Changes in our product warranty liability during Fiscal 2017 , Fiscal 2016 , and Fiscal 2015 are as follows: (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Balance at beginning of year $ 12,412 $ 11,254 $ 9,501 Acquisition of Grand Design 12,904 — — Provision 31,631 16,503 12,892 Claims paid (26,142 ) (15,345 ) (11,139 ) Balance at end of year $ 30,805 $ 12,412 $ 11,254 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The components of long-term debt are as follows: (In thousands) August 26, August 27, ABL $ — $ — Term Loan 284,000 — Gross Long-term debt, excluding issuance costs 284,000 — Less: debt issuance cost, net (9,424 ) — Long-term debt, net of issuance costs 274,576 — Less: current maturities (2,850 ) — Long-term debt, less current maturities $ 271,726 $ — |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years, are as follows: (In thousands) Amount Year: 2018 $ 4,250 2019 15,000 2020 15,000 2021 15,000 2022 15,000 2023 15,000 2024 204,750 Total debt $ 284,000 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | Postretirement health care and deferred compensation benefits are as follows: (In thousands) August 26, 2017 August 27, 2016 Postretirement health care benefit cost $ — $ 6,346 Non-qualified deferred compensation 16,476 18,003 Executive share option plan liability 1,498 3,341 SERP benefit liability 2,534 2,681 Executive deferred compensation 447 389 Officer stock-based compensation 1,664 763 Total postretirement health care and deferred compensation benefits 22,619 31,523 Less current portion (1) (3,349 ) (4,574 ) Long-term postretirement health care and deferred compensation benefits $ 19,270 $ 26,949 (1) Included in Accrued compensation in the Consolidated Balance Sheets |
Schedule of Postretirement Plan Amendments [Table Text Block] | Date Plan Amendment Dollar Cap Reduction Liability Reduction (in thousands) Amortization Period (1) Fiscal 2005 Established employer dollar cap $ 40,414 11.5 years January 2012 Reduced employer dollar cap 10 % 4,598 7.8 years January 2013 Reduced employer dollar cap 10 % 4,289 7.5 years January 2014 Reduced employer dollar cap 10 % 3,580 7.3 years January 2015 Reduced employer dollar cap 10 % 3,960 7.1 years January 2016 Reduced employer dollar cap for retirees under age 65; discontinued retiree benefits for retirees age 65 and over 10 % 28,596 6.9 years January 2017 (2) Terminated Plan 6,338 0.2 years (1) Plan amendments are amortized on a straight-line basis over the expected remaining service period of active plan participants. |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | Changes in our postretirement health care liability were as follows: (In thousands) August 26, 2017 August 27, 2016 Balance at beginning of year $ 6,346 $ 34,535 Interest cost 29 327 Service cost 16 108 Net benefits paid (53 ) (878 ) Actuarial loss — 850 Plan amendment (6,338 ) (28,596 ) Balance at end of year $ — $ 6,346 |
Schedule of Net Benefit Costs [Table Text Block] | Net periodic postretirement benefit income for the past three fiscal years consisted of the following components: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Interest cost $ 29 $ 327 $ 1,382 Service cost 16 108 427 Amortization of prior service benefit (40,444 ) (7,736 ) (5,538 ) Amortization of net actuarial loss 15,648 1,612 1,465 Net periodic postretirement benefit income $ (24,751 ) $ (5,689 ) $ (2,264 ) |
Schedule of Net Periodic Benefit Cost Not yet Recognized [Table Text Block] | Amounts not yet recognized in net periodic benefit cost and included in accumulated other comprehensive income (before taxes) are as follows: (In thousands) August 26, 2017 August 27, 2016 Prior service credit $ — $ (34,139 ) Net actuarial loss — 15,648 Accumulated other comprehensive income $ — $ (18,491 ) |
Investment in Life Insurance [Table Text Block] | To assist in funding the deferred compensation and SERP liabilities, we have invested in COLI policies. The cash surrender value of these policies is presented as investment in life insurance in the accompanying balance sheets and consists of the following: (In thousands) August 26, 2017 August 27, 2016 Cash value $ 62,824 $ 60,263 Borrowings (35,406 ) (33,771 ) Investment in life insurance $ 27,418 $ 26,492 |
Contingent Liabilites and Com35
Contingent Liabilites and Commitments (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Agreements [Table Text Block] | A summary of the activity for the fiscal years stated for repurchased units is as follows: (Dollars in thousands) Fiscal 2017 Fiscal 2016 Fiscal 2015 (1) Inventory repurchased: Units 14 29 62 Dollars $ 408 $ 1,605 $ 7,472 Inventory resold: Units 15 28 62 Cash collected $ 393 $ 1,510 $ 6,409 Loss recognized $ 44 $ 95 $ 1,063 Units in ending inventory — 1 1 (1) A significant number of the units repurchased in Fiscal 2015 were attributable to a single dealership for which we had established a specific repurchase loss reserve in Fiscal 2014. |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | (In thousands) Related Party Amount Non-related Party Amount Total Year Ended: 2018 $ 1,897 $ 643 $ 2,540 2019 1,800 623 2,423 2020 1,800 556 2,356 2021 1,800 551 2,351 2022 1,800 770 2,570 Thereafter $ 6,574 $ 228 $ 6,802 Total $ 15,671 $ 3,371 $ 19,042 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Annual Incentive Compensation [Table Text Block] | The following table shows the amount accrued each fiscal year for stock-based compensation under the annual incentive plan. The Human Resources Committee of the Board of Directors approved the awards of restricted stock to the officers on the dates shown. August 26, 2017 August 27, 2016 August 29, 2015 Annual incentive accrual (in thousands) $ 3,037 $ 1,467 $ 454 Date of award — 10/11/2016 10/13/2015 Stock-based portion of annual incentive accrual (in thousands) $ — $ 489 $ 157 Restricted shares awarded — 17,532 7,914 |
Schedule of Long-Term Incentive Plans [Table Text Block] | The following table shows the amount accrued each fiscal year for stock-based compensation as a result of ROE targets being met. The Human Resources Committee of the Board of Directors approved the awards of restricted stock to the officers on the dates shown. August 26, 2017 August 27, 2016 August 29, 2015 LTIP accrual (in thousands) $ 86 $ 318 $ 360 LTIP plan year 2015-2017 2014-2016 2013-2015 Date of award 10/18/2017 10/11/2016 10/13/2015 Restricted shares awarded 1,939 11,419 18,156 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Total stock-based compensation expense for the past three fiscal years consisted of the following components: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Share awards: Performance-based annual plan employee award expense $ — $ 489 $ 157 Performance-based LTIP employee award expense 69 318 360 Time-based employee award expense 1,965 1,583 2,060 Time-based directors award expense 641 743 412 Directors stock unit expense 138 149 108 Stock options 164 11 — Total stock-based compensation $ 2,977 $ 3,293 $ 3,097 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for Fiscal 2017 , 2016 and 2015 is as follows: Year Ended August 26, 2017 August 27, 2016 August 29, 2015 Shares Wtd. Avg. Exercise Price/Share Shares Wtd. Avg. Exercise Price/Share Shares Wtd. Avg. Exercise Price/Share Outstanding at beginning of year 10,000 $ 16.67 167,394 $ 28.30 457,421 $ 30.38 Options granted 63,800 29.92 10,000 16.67 — — Options exercised — — — — — — Options cancelled (8,000 ) 27.89 (167,394 ) 28.30 (290,027 ) 31.58 Outstanding at end of year 65,800 $ 28.15 10,000 $ 16.67 167,394 $ 28.30 Exercisable at end of year 3,333 $ 16.67 — $ — 167,394 $ 28.30 Vested and expected to vest at end of year 65,800 $ 28.15 10,000 $ 16.67 167,394 $ 28.30 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average valuation assumptions: Valuation Assumptions (1) Fiscal 2017 Fiscal 2016 Expected dividend yield 1.35 % 2.40 % Risk-free interest rate (2) 1.47 % 1.49 % Expected life (in years) (3) 5 5 Expected volatility (4) 39.34 % 43.52 % Weighted average fair value of options granted $9.58 $5.31 (1) Forfeitures are estimated based on historical experience. (2 ) Risk-free interest rate is based on Treasury Securities constant maturity interest rate whose term is consistent with the expected life of our stock options. (3) Expected life of stock options is based on historical experience. (4) Expected stock price volatility is based on historical experience over a term consistent with the expected life of our stock options. |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of share award activity for Fiscal 2017 , 2016 and 2015 is as follows: Year Ended August 26, 2017 August 27, 2016 August 29, 2015 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Beginning of year 283,881 $ 20.45 163,420 $ 20.83 198,523 $ 18.98 Granted 156,801 28.13 240,270 19.72 165,624 21.70 Vested (159,979 ) 22.66 (110,283 ) 19.44 (198,693 ) 19.71 Cancelled (36,934 ) 22.61 (9,526 ) 20.28 (2,034 ) 20.58 End of year 243,769 $ 23.61 283,881 $ 20.45 163,420 $ 20.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax expense consisted of the following: Year Ended (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Current Federal $ 33,125 $ 14,293 $ 15,406 State 2,937 1,685 1,124 Total 36,062 15,978 16,530 Deferred Federal 926 4,280 1,486 State 281 444 308 Total 1,207 4,724 1,794 Income Tax Expense $ 37,269 $ 20,702 $ 18,324 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following table provides a reconciliation of the US statutory income tax rate to our effective income tax rate: Year Ended (A percentage) August 26, 2017 August 27, 2016 August 29, 2015 US federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal benefit 2.8 % 2.5 % 2.4 % Tax-free and dividend income (0.7 )% (1.3 )% (1.3 )% Income tax credits (0.6 )% (1.1 )% (0.3 )% Domestic production activities deduction (2.4 )% (2.5 )% (3.7 )% Other items 0.8 % (1.3 )% (0.8 )% Uncertain tax positions settlements and adjustments (0.6 )% — % (0.5 )% Effective tax provision rate 34.3 % 31.3 % 30.8 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to deferred income taxes were as follows: (In thousands) August 26, 2017 August 27, 2016 Deferred income tax asset (liability) Deferred compensation $ 9,135 $ 9,609 Warranty reserves 11,675 4,729 Postretirement health care benefits — 2,262 Self-insurance reserve 1,967 2,214 Accrued vacation 2,142 2,006 Stock based compensation 943 1,030 Unrecognized tax benefit 437 698 Other (1) 2,072 1,785 Total deferred tax assets 28,371 24,333 Inventory (1,919 ) (1,930 ) Intangibles (7,455 ) — Depreciation (6,261 ) (3,650 ) Total deferred tax liabilities (15,635 ) (5,580 ) Total deferred income tax assets, net of deferred tax liabilities $ 12,736 $ 18,753 (1) At August 26, 2017 , Other includes $46,000 related to state NOLs that will begin to expire in Fiscal 2021. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized. |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Changes in the unrecognized tax benefits are as follows: (In thousands) August 26, 2017 August 27, 2016 August 29, 2015 Unrecognized tax benefits - beginning balance $ 1,710 $ 1,589 $ 1,709 Gross decreases - tax positions in a prior period (536 ) (355 ) (568 ) Gross increases - current period tax positions 21 476 448 Unrecognized tax benefits - ending balance 1,195 1,710 1,589 Accrued interest and penalties 411 751 922 Total unrecognized tax benefits $ 1,606 $ 2,461 $ 2,511 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Aug. 26, 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 income per share for the past three fiscal years: Year Ended (In thousands, except per share data) August 26, 2017 August 27, 2016 August 29, 2015 Income per share - basic Net income $ 71,330 $ 45,496 $ 41,210 Weighted average shares outstanding 30,648 26,925 26,941 Net income per share - basic $ 2.33 $ 1.69 $ 1.53 Income per share - assuming dilution Net income $ 71,330 $ 45,496 $ 41,210 Weighted average shares outstanding 30,648 26,925 26,941 Dilutive impact of awards and options outstanding 118 108 110 Weighted average shares and potential dilutive shares outstanding 30,766 27,033 27,051 Net income per share - assuming dilution $ 2.32 $ 1.68 $ 1.52 |
Interim Financial Information39
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Fiscal 2017 Quarter Ended (In thousands, except per share data) November 26, February 25, May 27, August 26, Net revenues $ 245,308 $ 370,510 $ 476,364 $ 454,936 Gross profit 28,875 49,316 70,804 73,582 Operating income 18,399 28,376 34,860 43,471 Net income 11,738 15,278 19,391 24,923 Net income per share (basic) (1) 0.42 0.48 0.61 0.79 Net income per share (diluted) (1) 0.42 0.48 0.61 0.79 (1) The sum of the quarterly amounts will not equal the YTD amount due primarily to the stock issuance during Fiscal 2017 Fiscal 2016 Quarter Ended (In thousands, except per share data) November 28, February 27, May 28, August 27, Net revenues $ 214,223 $ 225,672 $ 272,077 $ 263,254 Gross profit 25,249 25,276 30,257 31,867 Operating income 12,759 13,503 20,593 18,886 Net income 8,558 9,354 14,438 13,146 Net income per share (basic) 0.32 0.35 0.54 0.49 Net income per share (diluted) 0.32 0.35 0.53 0.49 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Aug. 26, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component, net of tax, were: Year Ended August 26, 2017 August 27, 2016 (In thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of year $ 10,975 $ — $ 10,975 $ (2,274 ) $ — $ (2,274 ) OCI before reclassifications 3,846 (514 ) 3,332 17,027 — 17,027 Amounts reclassified from AOCI (15,330 ) — (15,330 ) (3,778 ) — (3,778 ) Net current-period OCI (11,484 ) (514 ) (11,998 ) 13,249 — 13,249 Balance at end of year $ (509 ) $ (514 ) $ (1,023 ) $ 10,975 $ — $ 10,975 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: Year Ended (In thousands) Location on Consolidated Statements of Income and Comprehensive Income August 26, 2017 August 27, 2016 Amortization of prior service credit Cost of goods sold $ (25,035 ) $ (4,788 ) Amortization of net actuarial loss Cost of goods sold 9,705 1,010 Total reclassifications $ (15,330 ) $ (3,778 ) |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details) $ in Thousands | Nov. 08, 2016USD ($) | Nov. 26, 2016reportable_segments | Aug. 26, 2017USD ($)reportable_segments | Aug. 27, 2016USD ($)reportable_segments | Aug. 29, 2015USD ($) |
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||||
Number of Reportable Segments | reportable_segments | 2 | 2 | 1 | ||
Payments of Debt Issuance Costs | $ 11,020 | $ 0 | $ 0 | ||
Insurance policy limit | 50,000 | ||||
Self insurance reserve for product liability, per occurance | 2,500 | ||||
Self insurance reserve for product liability, aggregate per policy year | $ 6,000 | ||||
Repurchase agreement term | 18 months | ||||
Repurchase commitment, liability threshold | 100.00% | ||||
Advertising expense | $ 5,700 | $ 4,900 | $ 5,500 | ||
Trade Names [Member] | Grand Design [Member] | |||||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||||
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 Useful Life | 12 years | ||||
Line of Credit [Member] | JPMorgan Chase [Member] | Term Loan | |||||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||||
Payments of Debt Issuance Costs | 10,200 | ||||
Debt Instrument, Term | 7 years | ||||
Line of Credit [Member] | JPMorgan Chase [Member] | ABL Credit Facility [Member] | |||||
Intangible Assets, Debt Issuance Costs and New Accounting Pronouncements [Line Items] | |||||
Payments of Debt Issuance Costs | $ 800 | ||||
Debt Instrument, Term | 5 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Aug. 26, 2017 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 10 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 30 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 15 years |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 3 years |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 10 years |
Transportation equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 4 years |
Transportation equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 6 years |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Concentration of Risk) (Details) - Sales Revenue, Goods, Net [Member] - Customer Concentration Risk [Member] | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Dealer 1 [Member] | |||
Concentration Risk [Line Items] | |||
Percent of revenue | 9.90% | 16.60% | 17.90% |
Dealer 2 [Member] | |||
Concentration Risk [Line Items] | |||
Percent of revenue | 10.00% | 13.00% | 15.00% |
Business Combination, Goodwil44
Business Combination, Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | Nov. 08, 2016 | Aug. 27, 2016 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | Aug. 26, 2017 |
Business Acquisition [Line Items] | ||||||
Percent of voting interest acquired | 10.66% | |||||
Goodwill | $ 1,228,000 | $ 242,728,000 | $ 1,228,000 | $ 242,728,000 | ||
Amortization of intangible assets | $ 24,660,000 | 0 | $ 0 | |||
Finite-lived intangible assets, remaining amortization period | 11 years | |||||
Acquisition related costs | $ 6,592,000 | $ 0 | $ 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% | |||||
Aggregate purchase price of acquisition | $ 520,508,000 | |||||
Deferred tax liabilities, net | 8,500,000 | |||||
Goodwill | $ 241,499,000 | |||||
Acquisition related costs | $ 300,000 | $ 6,900,000 | ||||
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, Goodwil45
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, Goodwil46
Business Combination, Goodwill and Other Intangible Assets - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Nov. 08, 2016 | Aug. 27, 2016 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 242,728 | $ 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 | 3,788 | ||
Property, plant and equipment | 8,998 | ||
Goodwill | 241,499 | ||
Other intangible assets | 253,100 | ||
Total assets acquired | 557,267 | ||
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 | 290 | ||
Deferred tax liabilities | 4,811 | ||
Total liabilities assumed | 36,759 | ||
Total purchase price | $ 520,508 |
Business Combination, Goodwil47
Business Combination, Goodwill and Other Intangible Assets - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 08, 2016 | Aug. 26, 2017 | Aug. 27, 2016 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ 24,660 | ||
Accumulated amortization | (24,660) | ||
Intangible assets, net | 228,440 | $ 0 | |
Grand Design [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated amortization | 24,660 | ||
Total finite and indefinite-lived intangibles acquired | $ 253,100 | ||
Accumulated amortization | (24,660) | ||
Intangible assets, net | 228,440 | ||
Grand Design [Member] | Dealer network [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 | 5,348 | ||
Accumulated amortization | (5,348) | ||
Grand Design [Member] | Backlog [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 | 18,000 | ||
Accumulated amortization | (18,000) | ||
Grand Design [Member] | Noncompete agreements [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 | 1,116 | ||
Accumulated amortization | (1,116) | ||
Grand Design [Member] | Leasehold interest-favorable [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 | 196 | ||
Accumulated amortization | $ (196) | ||
Grand Design [Member] | Trade Names [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Fair value of indefinite-lived intangible assets acquired | $ 148,000 |
Business Combination, Goodwil48
Business Combination, Goodwill and Other Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | Aug. 26, 2017USD ($) |
Business Combinations [Abstract] | |
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, Goodwil49
Business Combination, Goodwill and Other Intangible Assets - ProForma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 26, 2016 | Aug. 26, 2017 | Aug. 27, 2016 | |
Amortization of intangibles (1 year or less useful life) [Member] | |||
Business Acquisition [Line Items] | |||
Nonrecurring adjustments | $ (18,751) | $ 18,871 | |
Increase in amortization of intangibles [Member] | |||
Business Acquisition [Line Items] | |||
Nonrecurring adjustments | 1,551 | 7,733 | |
Expenses Related to Business Combination [Member] | |||
Business Acquisition [Line Items] | |||
Nonrecurring adjustments | (6,649) | 6,649 | |
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 | 3,672 | 19,622 | |
Taxes related to the adjustments to the pro forma [Member] | |||
Business Acquisition [Line Items] | |||
Nonrecurring adjustments | 11,648 | 1,680 | |
Grand Design [Member] | |||
Business Acquisition [Line Items] | |||
Revenue since acquisition | 559,664 | ||
Operating income since acquisition | 56,475 | ||
Pro forma net revenues | 1,642,786 | 1,402,897 | |
Pro forma net income | $ 91,163 | $ 48,357 | |
Pro forma income per share - basic (in dollars per share) | $ 2.89 | $ 1.53 | |
Pro forma income per share - diluted (in dollars per share) | $ 2.88 | $ 1.53 |
Business Segments (Details)
Business Segments (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 26, 2017USD ($) | May 27, 2017USD ($) | Feb. 25, 2017USD ($) | Nov. 26, 2016USD ($)reportable_segments | Aug. 27, 2016USD ($) | May 28, 2016USD ($) | Feb. 27, 2016USD ($) | Nov. 28, 2015USD ($) | Aug. 26, 2017USD ($)reportable_segments | Aug. 27, 2016USD ($)reportable_segments | Aug. 29, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of Reportable Segments | reportable_segments | 2 | 2 | 1 | ||||||||
Net revenues | $ 454,936,000 | $ 476,364,000 | $ 370,510,000 | $ 245,308,000 | $ 263,254,000 | $ 272,077,000 | $ 225,672,000 | $ 214,223,000 | $ 1,547,119,000 | $ 975,226,000 | $ 976,505,000 |
Purchases of property and equipment | 13,993,000 | 24,551,000 | 16,573,000 | ||||||||
Assets | 902,512,000 | 390,718,000 | 902,512,000 | 390,718,000 | |||||||
Net income | 24,923,000 | $ 19,391,000 | $ 15,278,000 | $ 11,738,000 | 13,146,000 | $ 14,438,000 | $ 9,354,000 | $ 8,558,000 | 71,330,000 | 45,496,000 | 41,210,000 |
Interest expense | 16,837,000 | 0 | 10,000 | ||||||||
Provision for income taxes | 37,269,000 | 20,702,000 | 18,324,000 | ||||||||
Depreciation | 7,315,000 | 5,745,000 | 4,513,000 | ||||||||
Amortization of intangible assets | 24,660,000 | 0 | 0 | ||||||||
EBITDA | 157,411,000 | 71,943,000 | 64,057,000 | ||||||||
Postretirement health care benefit income | (24,796,000) | (6,124,000) | (4,073,000) | ||||||||
Legal settlement | 0 | (3,400,000) | 0 | ||||||||
Transaction costs | 6,592,000 | 355,000 | 0 | ||||||||
Non-operating income | (330,000) | (457,000) | (115,000) | ||||||||
Adjusted EBITDA | 138,877,000 | 62,317,000 | 59,869,000 | ||||||||
Operating Segments [Member] | Motorized [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 861,922,000 | 885,814,000 | 904,821,000 | ||||||||
Purchases of property and equipment | 9,587,000 | 23,920,000 | 10,923,000 | ||||||||
Assets | 333,600,000 | 368,941,000 | 333,600,000 | 368,941,000 | |||||||
Adjusted EBITDA | 43,948,000 | 57,365,000 | 57,102,000 | ||||||||
Operating Segments [Member] | Towable [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 685,197,000 | 89,412,000 | 71,684,000 | ||||||||
Purchases of property and equipment | 4,406,000 | 631,000 | 5,650,000 | ||||||||
Assets | $ 568,912,000 | $ 21,777,000 | 568,912,000 | 21,777,000 | |||||||
Adjusted EBITDA | $ 94,929,000 | $ 4,952,000 | $ 2,767,000 |
Business Segments (Revenues by
Business Segments (Revenues by Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 26, 2017 | May 27, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Feb. 27, 2016 | Nov. 28, 2015 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 454,936 | $ 476,364 | $ 370,510 | $ 245,308 | $ 263,254 | $ 272,077 | $ 225,672 | $ 214,223 | $ 1,547,119 | $ 975,226 | $ 976,505 |
Net revenues (percent) | 100.00% | 100.00% | 100.00% | ||||||||
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 1,445,401 | $ 940,230 | $ 920,315 | ||||||||
Net revenues (percent) | 93.40% | 96.40% | 94.20% | ||||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 101,718 | $ 34,996 | $ 56,190 | ||||||||
Net revenues (percent) | 6.60% | 3.60% | 5.80% |
Derivatives, Investments and 52
Derivatives, Investments and Fair Value Measurements (Fair Value Inputs) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 77,234 | |
Domestic equity funds | $ 1,708 | 3,587 |
International equity funds | 174 | 258 |
Fixed income funds | 259 | 265 |
Interest rate swap contract | (828) | |
Total assets (liabilities) at fair value | 1,313 | 81,344 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, at Carrying Value | 77,234 | |
Domestic equity funds | 1,671 | 3,515 |
International equity funds | 157 | 225 |
Fixed income funds | 170 | 206 |
Interest rate swap contract | 0 | |
Total assets (liabilities) at fair value | 1,998 | 81,180 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, at Carrying Value | 0 | |
Domestic equity funds | 37 | 72 |
International equity funds | 17 | 33 |
Fixed income funds | 89 | 59 |
Interest rate swap contract | (828) | |
Total assets (liabilities) at fair value | (685) | 164 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, at Carrying Value | 0 | |
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Interest rate swap contract | 0 | |
Total assets (liabilities) at fair value | $ 0 | $ 0 |
Derivatives, Investments and 53
Derivatives, Investments and Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Dec. 09, 2019 | Dec. 10, 2018 | Dec. 08, 2017 | Aug. 26, 2017 | Jan. 23, 2017 |
Fair Value, Measurements, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swap contract | $ 828 | ||||
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 | $ 828 | ||||
Term Loan | Interest Rate Swap [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 200,000 | ||||
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 | $ 120,000 | $ 170,000 |
Inventories (Inventory Schedule
Inventories (Inventory Schedule) (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 16,947 | $ 19,129 |
Work-in-process | 60,818 | 76,350 |
Raw materials | 99,919 | 60,740 |
Total | 177,684 | 156,219 |
LIFO reserve | (35,419) | (33,697) |
Total inventories | $ 142,265 | $ 122,522 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory, gross | $ 177,684 | $ 156,219 |
LIFO inventory amount | 149,800 | 149,400 |
FIFO inventory amount | $ 27,900 | $ 6,800 |
Property, Plant and Equipment56
Property, Plant and Equipment (Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 204,534 | $ 185,858 |
Less accumulated depreciation | (132,974) | (129,927) |
Total property, plant and equipment, net | 71,560 | 55,931 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3,914 | 3,864 |
Building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 73,831 | 62,073 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 99,952 | 95,087 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 17,844 | 15,878 |
Transportation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 8,993 | $ 8,956 |
Property, Plant and Equipment P
Property, Plant and Equipment Property, Plant, and Equipment (Narrative) (Details) $ in Thousands | Nov. 08, 2016USD ($) |
Grand Design [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | $ 8,998 |
Warranty (Narrative) (Details)
Warranty (Narrative) (Details) | 12 Months Ended |
Aug. 26, 2017mi | |
Class A, B, and C Motor Homes [Member] | |
Product Liability Contingency [Line Items] | |
Warranty term | 12 months |
Warranty distance (in miles) | 15,000 |
Class A and C Sidewalls and Floors [Member] | |
Product Liability Contingency [Line Items] | |
Warranty term | 3 years |
Warranty distance (in miles) | 36,000 |
Towable Products [Member] | |
Product Liability Contingency [Line Items] | |
Warranty term | 12 months |
Warranty (Schedule of Product W
Warranty (Schedule of Product Warranty Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of year | $ 12,412 | $ 11,254 | $ 9,501 |
Acquisition of Grand Design | 12,904 | 0 | 0 |
Provision | 31,631 | 16,503 | 12,892 |
Claims paid | (26,142) | (15,345) | (11,139) |
Balance at end of year | $ 30,805 | $ 12,412 | $ 11,254 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 08, 2016 | Nov. 26, 2016 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 284,000 | $ 0 | ||||
Less: debt issuance cost, net | (9,424) | 0 | ||||
Long-term debt | 274,576 | 0 | ||||
Less: current maturities | (2,850) | 0 | ||||
Long-term debt, less current maturities | 271,726 | 0 | ||||
Debt Issuance Costs, Gross | 9,400 | |||||
Accumulated Amortization, Debt Issuance Costs | 1,600 | |||||
Debt Issuance Costs, Current, Net | 1,400 | |||||
Debt Issuance Costs, Noncurrent, Net | 8,000 | |||||
Amortization of Debt Issuance Costs | 1,596 | 0 | $ 0 | |||
Prior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of Debt Issuance Costs | $ 100 | |||||
Line of Credit [Member] | ABL | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 0 | 0 | ||||
Line of Credit [Member] | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 284,000 | $ 0 | ||||
JPMorgan Chase [Member] | Line of Credit [Member] | ABL | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000 | |||||
Debt Instrument, Term | 5 years | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | |||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | |||||
Debt Instrument, Term | 7 years | |||||
Debt Instrument, Periodic Payment, Principal, Percent of Original Amount | 1.00% | |||||
Line of Credit Facility, Accordion Feature, Increase Limit | $ 125,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.70% | |||||
Scenario, Forecast [Member] | JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment, Principal, Percent of Original Amount | 1.25% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 08, 2016 | Jun. 30, 2017 | Nov. 26, 2016 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 |
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 9,400 | ||||||
Accumulated amortization of debt issuance costs | 1,600 | ||||||
Debt issuance costs, net, current | 1,400 | ||||||
Debt issuance costs, net, long-term | 8,000 | ||||||
Amortization of debt issuance costs | $ 1,596 | $ 0 | $ 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 | ||||||
Debt instrument, term | 5 years | ||||||
JPMorgan Chase [Member] | Line of Credit [Member] | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 300,000 | ||||||
Debt instrument, term | 7 years | ||||||
Quarterly installment, percent of aggregate principal amount | 1.00% | ||||||
Debt instrument, voluntary prepayment | $ 10,000 | ||||||
Incremental term loans, up to | $ 125,000 | ||||||
Effective interest rate | 5.70% | ||||||
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% | ||||||
JPMorgan Chase [Member] | Line of Credit [Member] | Letter of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 10,000 | ||||||
ABL agreement, amount outstanding | $ 200 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 4,250 | |
2,019 | 15,000 | |
2,020 | 15,000 | |
2,021 | 15,000 | |
2,022 | 15,000 | |
2,023 | 15,000 | |
2,024 | 204,750 | |
Total debt | $ 284,000 | $ 0 |
Employee and Retiree Benefits63
Employee and Retiree Benefits (Postretirement Health Care and Deferred Compensation Benefits) (Details) - USD ($) $ in Thousands | Aug. 26, 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 | 16,476 | 18,003 |
Executive share option plan liability | 1,498 | 3,341 |
SERP benefit liability | 2,534 | 2,681 |
Executive deferred compensation | 447 | 389 |
Officers stock-based compensation | 1,664 | 763 |
Total postretirement health care and deferred compensation benefits | 22,619 | 31,523 |
Less current portion | (3,349) | (4,574) |
Long-term postretirement health care and deferred compensation benefits | $ 19,270 | $ 26,949 |
Employee and Retiree Benefits P
Employee and Retiree Benefits Postretirement health care liability reduction due to 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. 26, 2017 | Aug. 27, 2016 | Aug. 27, 2005 | |
Retirement Benefits [Abstract] | |||||||||
Dollar cap liability reduction | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||
Liability reduction due to plan amendment | $ 6,338 | $ 28,596 | $ 3,960 | $ 3,580 | $ 4,289 | $ 4,598 | $ 6,338 | $ 28,596 | $ 40,414 |
Amortization period | 2 months 12 days | 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 Benefits65
Employee and Retiree Benefits (Changes in Postretirement Health Care Liability) (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. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | Aug. 27, 2005 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||||||||
Balance at beginning of year | $ 6,346 | $ 34,535 | ||||||||
Interest cost | 29 | 327 | $ 1,382 | |||||||
Service cost | 16 | 108 | 427 | |||||||
Net benefits paid | 53 | 878 | ||||||||
Actuarial loss | 0 | 850 | ||||||||
Plan amendment | $ (6,338) | $ (28,596) | $ (3,960) | $ (3,580) | $ (4,289) | $ (4,598) | (6,338) | (28,596) | $ (40,414) | |
Balance at end of year | $ 0 | $ 6,346 | $ 34,535 |
Employee and Retiree Benefits66
Employee and Retiree Benefits (Postretirement Benefit Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Retirement Benefits [Abstract] | |||
Interest cost | $ 29 | $ 327 | $ 1,382 |
Service cost | 16 | 108 | 427 |
Amortization of prior service benfit | (40,444) | (7,736) | (5,538) |
Amortization of net actuarial loss | 15,648 | 1,612 | 1,465 |
Net periodic postretirement benefit income | $ (24,751) | $ (5,689) | $ (2,264) |
Employee and Retiree Benefits67
Employee and Retiree Benefits (Unrecognized Amounts Included in AOCI) (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Retirement Benefits [Abstract] | ||
Prior service credit | $ 0 | $ (34,139) |
Net actuarial loss | 0 | 15,648 |
Accumulated other comprehensive income | $ 0 | $ (18,491) |
Employee and Retiree Benefits68
Employee and Retiree Benefits (Investment in Life Insurance) (Details) - USD ($) $ in Thousands | Aug. 26, 2017 | Aug. 27, 2016 |
Retirement Benefits [Abstract] | ||
Cash value | $ 62,824 | $ 60,263 |
Borrowings | (35,406) | (33,771) |
Investment in life insurance | $ 27,418 | $ 26,492 |
Employee and Retiree Benefits69
Employee and Retiree Benefits (Postretirement Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Aug. 26, 2017 | Aug. 27, 2016 | |
Retirement Benefits [Abstract] | |||||||
Postretirement health care benefits age requirement before distribution occurs | 55 years | ||||||
Postretirement health care benefits continuous service requirement | 15 years | ||||||
Accumulated postretirement benefit obligation discount rate | 2.73% | ||||||
Actuarial loss | $ 0 | $ 850 | |||||
Dollar cap liability reduction | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Defined Benefit Plan, Retiree Age Requirement | 65 years |
Employee and Retiree Benefits70
Employee and Retiree Benefits (Deferred Compensation Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer discretionary contribution amount | $ 1.6 | $ 1.5 | $ 1.2 |
Key Employees [Member] | Non-Qualified Deferred Compensation Program (1981) [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Vesting age | 55 years | ||
Requisite service period | 5 years | ||
Requiste service period prior to December 1992 | 20 years | ||
Deferred compensation expense | $ 1.2 | 1.3 | $ 1.3 |
Deferred compensation liabilities | 16.5 | 18 | |
Officers and Managers [Member] | Supplemental Employee Retirement Plan (SERP) [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation liabilities | $ 2.5 | 2.7 | |
Contractual amount of years after retirement | 15 years | ||
Non-Qualified Share Option Program (2001) [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation assets | $ 1.6 | 3.7 | |
Deferred share-based compensation liabilities | $ 1.5 | 3.3 | |
Additional contribution at initiation | 25.00% | ||
Required option exercise period | 15 years | ||
Executive Deferred Compensation Plan 2007 [Member] | Officers and Key Employees [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation liabilities | $ 0.4 | 0.4 | |
Deferred compensation assets | $ 0.4 | $ 0.4 | |
Maximum salary deferral | 50.00% | ||
Maximum cash incentive award deferral | 100.00% |
Contingent Liabilites and Com71
Contingent Liabilites and Commitments (Repurchase Commitments) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 26, 2017 | Aug. 27, 2016 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 18 months | |
Accrued loss on repurchases | $ 0.7 | $ 0.9 |
Obligation to Repurchase from Dealers [Member] | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 713.1 | $ 417.2 |
Contingent Liabilites and Com72
Contingent Liabilites and Commitments (Schedule of Repurchased Activity) (Details) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017USD ($)Recreational_vehicles | Aug. 27, 2016USD ($)Recreational_vehicles | Aug. 29, 2015USD ($)Recreational_vehicles | |
Commitments and Contingencies Disclosure [Abstract] | |||
Inventory repurchased, units (in recreation vehicles) | Recreational_vehicles | 14 | 29 | 62 |
Inventory repurchased, dollars | $ | $ 408 | $ 1,605 | $ 7,472 |
Inventory resold, units (in recreation vehicles) | Recreational_vehicles | 15 | 28 | 62 |
Inventory resold, cash collected | $ | $ 393 | $ 1,510 | $ 6,409 |
Inventory resold, loss recognized | $ | $ 44 | $ 95 | $ 1,063 |
Units in ending inventory (in recreation vehicles) | Recreational_vehicles | 0 | 1 | 1 |
Contingent Liabilites and Com73
Contingent Liabilites and Commitments (Lease Commitments) (Details) $ in Thousands | Nov. 08, 2016shareholderproperty | Aug. 26, 2017USD ($) | Aug. 27, 2016USD ($) | Aug. 29, 2015USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Lease expense | $ 2,900 | $ 600 | $ 900 | |
Minimum future lease commitments under noncancelable lease agreements | ||||
2,018 | 2,540 | |||
2,019 | 2,423 | |||
2,020 | 2,356 | |||
2,021 | 2,351 | |||
2,022 | 2,570 | |||
Thereafter | 6,802 | |||
Total | 19,042 | |||
Grand Design [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of properties acquired | property | 2 | |||
Grand Design Facilities Member [Member] | Grand Design [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Number of Grand Design shareholders that own the principal facilities | shareholder | 3 | |||
Non-related Party [Member] | ||||
Minimum future lease commitments under noncancelable lease agreements | ||||
2,018 | 643 | |||
2,019 | 623 | |||
2,020 | 556 | |||
2,021 | 551 | |||
2,022 | 770 | |||
Thereafter | 228 | |||
Total | 3,371 | |||
Related Party [Member] | ||||
Minimum future lease commitments under noncancelable lease agreements | ||||
2,018 | 1,897 | |||
2,019 | 1,800 | |||
2,020 | 1,800 | |||
2,021 | 1,800 | |||
2,022 | 1,800 | |||
Thereafter | 6,574 | |||
Total | $ 15,671 |
Stock-Based Compensation Plan74
Stock-Based Compensation Plans Annual Incentive Plan (Details) - USD ($) $ in Thousands | Oct. 12, 2016 | Oct. 14, 2015 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2,977 | $ 3,293 | $ 3,097 | ||
Annual Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3,037 | 1,467 | 454 | ||
Annual Incentive Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares awarded | 17,532 | 7,914 | 0 | ||
Deferred Compensation, Share-based Payments [Member] | Annual Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 489 | $ 157 |
Stock-Based Compensation Plan75
Stock-Based Compensation Plans Long-Term Incentive Plans (Details) - USD ($) $ in Thousands | Oct. 18, 2017 | Oct. 12, 2016 | Oct. 14, 2015 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,977 | $ 3,293 | $ 3,097 | |||
Long-Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 86 | $ 318 | $ 360 | |||
Long-Term Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares awarded | 11,419 | 18,156 | ||||
Subsequent Event [Member] | Long-Term Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares awarded | 1,939 |
Stock-Based Compensation Plan76
Stock-Based Compensation Plans (Expense Components) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,977 | $ 3,293 | $ 3,097 |
Performance-based annual plan employee award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 0 | 489 | 157 |
Performance-Based Long-Term Plan Employee Award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 69 | 318 | 360 |
Time-based employee award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,965 | 1,583 | 2,060 |
Time-based directors award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 641 | 743 | 412 |
Director stock unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 138 | 149 | 108 |
Employee Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 164 | $ 11 | $ 0 |
Stock-Based Compensation Plan77
Stock-Based Compensation Plans (Stock Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of year, Shares | 10,000 | 167,394 | 457,421 |
Options granted, shares | 63,800 | 10,000 | 0 |
Options exercised, Shares | 0 | 0 | 0 |
Options cancelled, Shares | 8,000 | 167,394 | 290,027 |
Outstanding at end of year, Shares | 65,800 | 10,000 | 167,394 |
Exercisable at end of year, Shares | 3,333 | 0 | 167,394 |
Vested and expected to vest at end of year, Shares | 65,800 | 10,000 | 167,394 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ 16.67 | $ 28.30 | $ 30.38 |
Options granted, Wtd. Avg. Exercise Price per Share (in dollars per share) | 29.92 | 16.67 | 0 |
Options exercised, Wtd. Avg. Exercise Price per Share (in dollars per share) | 0 | 0 | 0 |
Options cancelled, Wtd. Avg. Exercise Price per Share (in dollars per share) | 27.89 | 28.30 | 31.58 |
Outstanding at end of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | 28.15 | 16.67 | 28.30 |
Exercisable at end of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | 16.67 | 0 | 28.30 |
Vested and expected to vest at end of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ 28.15 | $ 16.67 | $ 28.30 |
Stock-Based Compensation Plan78
Stock-Based Compensation Plans Stock Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Aug. 26, 2017 | Aug. 27, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected dividend yield | 1.35% | 2.40% |
Risk free interest rate | 1.47% | 1.49% |
Expected life (in years) | 5 years | 5 years |
Expected volatility | 39.34% | 43.52% |
Weighted average fair value of options granted | $ 9.58 | $ 5.31 |
Stock-Based Compensation Plan79
Stock-Based Compensation Plans (Share Awards Activity) (Details) - Stock Compensation Plan [Member] - $ / shares | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning of year, Shares | 283,881 | 163,420 | 198,523 |
Shares granted | 156,801 | 240,270 | 165,624 |
Vested, Shares | (159,979) | (110,283) | (198,693) |
Canceled, Shares | (36,934) | (9,526) | (2,034) |
End of year, Shares | 243,769 | 283,881 | 163,420 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Beginning of year, Weighted Average Grant Date Fair Value | $ 20.45 | $ 20.83 | $ 18.98 |
Granted, Weighted Average Grant Date Fair Value | 28.13 | 19.72 | 21.70 |
Vested, Weighted Average Grant Date Fair Value | 22.66 | 19.44 | 19.71 |
Canceled, Weighted Average Grant Date Fair Value | 22.61 | 20.28 | 20.58 |
End of year, Weighted Average Grant Date Fair Value | $ 23.61 | $ 20.45 | $ 20.83 |
Stock-Based Compensation Plan80
Stock-Based Compensation Plans (Narrative) (Details) $ / shares in Units, $ in Thousands | Oct. 18, 2017USD ($)employees$ / sharesshares | Oct. 12, 2016shares | Oct. 14, 2015shares | Aug. 25, 2018USD ($) | Aug. 26, 2017USD ($)plansshares | Aug. 27, 2016USD ($)shares | Aug. 29, 2015USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,977 | $ 3,293 | $ 3,097 | ||||
Aggregate intrinsic value of options outstanding | 400 | ||||||
Unrecognized compensation expense related to stock options | $ 400 | ||||||
Weighted average remaining contractual life for outstanding options | 9 years 26 days | ||||||
Options granted, shares | shares | 63,800 | 10,000 | 0 | ||||
Aggregate intrinsic value of awards outstanding | $ 8,400 | ||||||
Unrecognized compensation expense related to restricted stock awards | 3,000 | ||||||
Total fair value of awards vested | 4,900 | $ 2,200 | $ 4,200 | ||||
Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 164 | $ 11 | $ 0 | ||||
Unrecognized compensation expense, period of recognition | 2 years 2 months 12 days | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense, period of recognition | 1 year 9 months 18 days | ||||||
Annual Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Annual incentive plan, portion paid in cash | 1 | 0.667 | 0.667 | ||||
Annual incentive plan, portion paid in restricted stock | 0 | 0.333 | 0.333 | ||||
Stock-based compensation expense | $ 3,037 | $ 1,467 | $ 454 | ||||
Annual Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted | shares | 17,532 | 7,914 | 0 | ||||
Long-Term Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 86 | $ 318 | $ 360 | ||||
Long-Term Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Term of award | 3 years | ||||||
Number of plans established | plans | 3 | ||||||
Term of sale restriction period after grant | 1 year | ||||||
Shares granted | shares | 11,419 | 18,156 | |||||
2014 Incentive Compensation Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | shares | 3,600,000 | ||||||
2014 Incentive Compensation Plan [Member] | Awards Excluding Stock Options and Stock Appreciation Rights [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | shares | 3,600,000 | ||||||
2014 Incentive Compensation Plan [Member] | Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Term of award | 10 years | ||||||
2014 Incentive Compensation Plan [Member] | Non-time-based Awards [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
2014 Incentive Compensation Plan [Member] | Non-time-based Awards [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
2014 Incentive Compensation Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Requisite service period | 3 years | ||||||
Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of stock to directors (in shares) | shares | 4,588 | ||||||
Aggregate intrinsic value of awards outstanding (in shares) | shares | 49,729 | ||||||
Aggregate intrinsic value of awards outstanding | $ 1,700 | ||||||
Directors [Member] | 2004 Incentive Compensation Plans [Member] | Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 6 months | ||||||
Key Management [Member] | 2014 Incentive Compensation Plan [Member] | Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Vesting initiation period from grant date | 1 year | ||||||
Subsequent Event [Member] | Long-Term Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted | shares | 1,939 | ||||||
Subsequent Event [Member] | 2014 Incentive Compensation Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Closing price of common stock on grant date | $ / shares | $ 44.40 | ||||||
Subsequent Event [Member] | Officers [Member] | 2014 Incentive Compensation Plan [Member] | Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted, shares | shares | 72,710 | ||||||
Subsequent Event [Member] | Key Management [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Key Management employees | employees | 75 | ||||||
Subsequent Event [Member] | Key Management [Member] | 2014 Incentive Compensation Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted | shares | 47,680 | ||||||
Shares granted, value | $ 2,100 | ||||||
Subsequent Event [Member] | Non Management Board Members [Member] | 2014 Incentive Compensation Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted | shares | 14,980 | ||||||
Shares granted, value | $ 700 | ||||||
Subsequent Event [Member] | Forecasted stock-based comp expense [Member] | 2014 Incentive Compensation Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,000 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax (Benefit) Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Current | |||
Federal | $ 33,125 | $ 14,293 | $ 15,406 |
State | 2,937 | 1,685 | 1,124 |
Total | 36,062 | 15,978 | 16,530 |
Deferred | |||
Federal | 926 | 4,280 | 1,486 |
State | 281 | 444 | 308 |
Total | 1,207 | 4,724 | 1,794 |
Income Tax Expense | $ 37,269 | $ 20,702 | $ 18,324 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of U.S. Statutory Income Tax Rate) (Details) | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Income Tax Disclosure [Abstract] | |||
US federal statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 2.80% | 2.50% | 2.40% |
Tax-free and dividend income | (0.70%) | (1.30%) | (1.30%) |
Income tax credits | (0.60%) | (1.10%) | (0.30%) |
Domestic production activities deduction | (2.40%) | (2.50%) | (3.70%) |
Other items | 0.80% | (1.30%) | (0.80%) |
Uncertain tax positions settlements and adjustments | (0.60%) | 0.00% | (0.50%) |
Effective tax provision rate | 34.30% | 31.30% | 30.80% |
Income Taxes (Significant Items
Income Taxes (Significant Items Comprising Deferred Tax Assets) (Details) - USD ($) | Aug. 26, 2017 | Aug. 27, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred compensation | $ 9,135,000 | $ 9,609,000 |
Warranty reserves | 11,675,000 | 4,729,000 |
Postretirement health care benefits | 0 | 2,262,000 |
Self-insurance reserve | 1,967,000 | 2,214,000 |
Accrued vacation | 2,142,000 | 2,006,000 |
Stock-based compensation | 943,000 | 1,030,000 |
Unrecognized tax benefit | 437,000 | 698,000 |
Other | 2,072,000 | 1,785,000 |
Deferred tax assets | 28,371,000 | 24,333,000 |
Inventory | (1,919,000) | (1,930,000) |
Intangibles | (7,455,000) | 0 |
Depreciation | (6,261,000) | (3,650,000) |
Deferred tax liabilities | 15,635,000 | 5,580,000 |
Deferred tax assets, net | 12,736,000 | $ 18,753,000 |
State NOL carryforward | $ 46,000 |
Income Taxes (Changes in Unreco
Income Taxes (Changes in Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits - begininning balance | $ 1,710 | $ 1,589 | $ 1,709 |
Gross decreases - tax positions in a prior period | (536) | (355) | (568) |
Gross increases - current period tax positions | 21 | 476 | 448 |
Unrecognized tax benefits - ending balance | 1,195 | 1,710 | 1,589 |
Accrued interest and penalties | 411 | 751 | 922 |
Unrecognized tax benefits | $ 1,606 | $ 2,461 | $ 2,511 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits Narrative) (Details) $ in Millions | Aug. 26, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits that would have a positive impact on effective tax rate | $ 1.5 |
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 | 12 Months Ended | |||||||||
Aug. 26, 2017 | May 27, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Feb. 27, 2016 | Nov. 28, 2015 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 24,923 | $ 19,391 | $ 15,278 | $ 11,738 | $ 13,146 | $ 14,438 | $ 9,354 | $ 8,558 | $ 71,330 | $ 45,496 | $ 41,210 |
Weighted average shares outstanding | 30,648 | 26,925 | 26,941 | ||||||||
Net income per share - basic (in dollars per share) | $ 0.79 | $ 0.61 | $ 0.48 | $ 0.42 | $ 0.49 | $ 0.54 | $ 0.35 | $ 0.32 | $ 2.33 | $ 1.69 | $ 1.53 |
Dilutive impact of awards and options outstanding | 118 | 108 | 110 | ||||||||
Weighted average shares and potential dilutive shares outstanding | 30,766 | 27,033 | 27,051 | ||||||||
Net income per share - assuming dilution (in dollars per share) | $ 0.79 | $ 0.61 | $ 0.48 | $ 0.42 | $ 0.49 | $ 0.53 | $ 0.35 | $ 0.32 | $ 2.32 | $ 1.68 | $ 1.52 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Employee Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 55,800 | 10,000 | 167,394 |
Interim Financial Information88
Interim Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 26, 2017 | May 27, 2017 | Feb. 25, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Feb. 27, 2016 | Nov. 28, 2015 | Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 454,936 | $ 476,364 | $ 370,510 | $ 245,308 | $ 263,254 | $ 272,077 | $ 225,672 | $ 214,223 | $ 1,547,119 | $ 975,226 | $ 976,505 |
Gross profit | 73,582 | 70,804 | 49,316 | 28,875 | 31,867 | 30,257 | 25,276 | 25,249 | 222,577 | 112,649 | 104,880 |
Operating income | 43,471 | 34,860 | 28,376 | 18,399 | 18,886 | 20,593 | 13,503 | 12,759 | 125,106 | 65,741 | 59,419 |
Net income | $ 24,923 | $ 19,391 | $ 15,278 | $ 11,738 | $ 13,146 | $ 14,438 | $ 9,354 | $ 8,558 | $ 71,330 | $ 45,496 | $ 41,210 |
Net income (loss) per share (basic) (in dollars per share) | $ 0.79 | $ 0.61 | $ 0.48 | $ 0.42 | $ 0.49 | $ 0.54 | $ 0.35 | $ 0.32 | $ 2.33 | $ 1.69 | $ 1.53 |
Net income (loss) per share (diluted) (in dollars per share) | $ 0.79 | $ 0.61 | $ 0.48 | $ 0.42 | $ 0.49 | $ 0.53 | $ 0.35 | $ 0.32 | $ 2.32 | $ 1.68 | $ 1.52 |
Comprehensive Income (Changes i
Comprehensive Income (Changes in AOCI by component) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 26, 2017 | Aug. 27, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | $ 10,975 | $ (2,274) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||
OCI before reclassifications | 3,332 | 17,027 |
Amounts reclassified from AOCI | (15,330) | (3,778) |
Net current-period OCI | (11,998) | 13,249 |
Balance at end of year | (1,023) | 10,975 |
Defined Benefit Pension Items [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | 10,975 | (2,274) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||
OCI before reclassifications | 3,846 | 17,027 |
Amounts reclassified from AOCI | (15,330) | (3,778) |
Net current-period OCI | (11,484) | 13,249 |
Balance at end of year | (509) | 10,975 |
Interest Rate Swap [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | 0 | 0 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | ||
OCI before reclassifications | (514) | 0 |
Amounts reclassified from AOCI | 0 | 0 |
Net current-period OCI | (514) | 0 |
Balance at end of year | $ (514) | $ 0 |
Comprehensive Income (Reclassif
Comprehensive Income (Reclassification out of AOCI) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 26, 2017 | Aug. 27, 2016 | Aug. 29, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of prior service credit (net of tax) | $ 25,035 | $ 4,788 | $ 3,428 |
Amortization of net actuarial loss (net of tax) | (9,705) | (1,010) | $ (918) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications (net of tax) | (15,330) | (3,778) | |
Cost of Sales [Member] | Accumulated Defined Benefit Plans Adjustment, Net Prior Service Cost (Credit) [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of prior service credit (net of tax) | (25,035) | (4,788) | |
Cost of Sales [Member] | Accumulated Defined Benefit Plans Adjustment, Net Unamortized Gain (Loss) [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of net actuarial loss (net of tax) | $ 9,705 | $ 1,010 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | 1 Months Ended |
Oct. 18, 2017USD ($)$ / shares | |
Subsequent Event [Line Items] | |
Dividends declared, per share | $ / shares | $ 0.10 |
Stock Repurchase Program, Authorized Amount | $ | $ 70 |
Stock repurchase percentage of market capitalization | 0.05 |