Cover Page
Cover Page - shares | 6 Months Ended | |
Feb. 27, 2021 | Mar. 18, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Feb. 27, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-06403 | |
Entity Registrant Name | WINNEBAGO INDUSTRIES, INC. | |
Entity Incorporation, State or Country Code | IA | |
Entity Tax Identification Number | 42-0802678 | |
Entity Address, Address Line One | P. O. Box 152 | |
Entity Address, City or Town | Forest City | |
Entity Address, State or Province | IA | |
Entity Address, Postal Zip Code | 50436 | |
City Area Code | 641- | |
Local Phone Number | 585-3535 | |
Title of 12(b) Security | Common Stock, $0.50 par value per share | |
Trading Symbol | WGO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,600,159 | |
Entity Central Index Key | 0000107687 | |
Current Fiscal Year End Date | --08-28 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 839,886 | $ 626,810 | $ 1,633,017 | $ 1,215,268 |
Cost of goods sold | 683,304 | 547,028 | 1,339,431 | 1,056,873 |
Gross profit | 156,582 | 79,782 | 293,586 | 158,395 |
Selling, general, and administrative expenses | 53,016 | 42,164 | 101,415 | 93,269 |
Amortization of intangible assets | 3,591 | 7,974 | 7,181 | 11,588 |
Total operating expenses | 56,607 | 50,138 | 108,596 | 104,857 |
Operating income | 99,975 | 29,644 | 184,990 | 53,538 |
Interest expense | 10,052 | 8,651 | 19,993 | 14,700 |
Non-operating income | (311) | (270) | (217) | (386) |
Income before income taxes | 90,234 | 21,263 | 165,214 | 39,224 |
Provision for income taxes | 21,166 | 3,995 | 38,723 | 7,888 |
Net income | $ 69,068 | $ 17,268 | $ 126,491 | $ 31,336 |
Income per common share: | ||||
Basic (in dollars per share) | $ 2.06 | $ 0.51 | $ 3.77 | $ 0.95 |
Diluted (in dollars per share) | $ 2.04 | $ 0.51 | $ 3.74 | $ 0.95 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 33,533 | 33,614 | 33,571 | 32,840 |
Diluted (in shares) | 33,910 | 33,918 | 33,821 | 33,143 |
Net income | $ 69,068 | $ 17,268 | $ 126,491 | $ 31,336 |
Other comprehensive income (loss): | ||||
Amortization of net actuarial loss (net of tax of $3, $3, $6, and $5) | 8 | 8 | 17 | 16 |
Interest rate swap activity (net of tax of $—, $—, $—, and $22) | 0 | 0 | 0 | (68) |
Total other comprehensive income (loss) | 8 | 8 | 17 | (52) |
Comprehensive income | $ 69,076 | $ 17,276 | $ 126,508 | $ 31,284 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Other comprehensive income (loss): | ||||
Amortization of net actuarial loss, tax | $ 3 | $ 3 | $ 6 | $ 5 |
Interest rate swap activity, tax | $ 0 | $ 0 | $ 0 | $ 22 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 333,015 | $ 292,575 |
Receivables, less allowance for doubtful accounts ($301 and $353, respectively) | 232,349 | 220,798 |
Inventories, net | 278,468 | 182,941 |
Prepaid expenses and other assets | 21,146 | 17,296 |
Total current assets | 864,978 | 713,610 |
Property, plant, and equipment, net | 173,609 | 174,945 |
Other assets: | ||
Goodwill | 348,058 | 348,058 |
Other intangible assets, net | 397,587 | 404,768 |
Investment in life insurance | 28,301 | 27,838 |
Operating lease assets | 27,833 | 29,463 |
Other assets | 15,429 | 15,018 |
Total assets | 1,855,795 | 1,713,700 |
Current liabilities: | ||
Accounts payable | 144,604 | 132,490 |
Income taxes payable | 0 | 8,840 |
Accrued expenses: | ||
Accrued compensation | 47,086 | 36,533 |
Product warranties | 76,040 | 64,031 |
Self-insurance | 17,469 | 17,437 |
Promotional | 11,719 | 12,543 |
Accrued interest | 4,260 | 4,652 |
Other | 19,825 | 23,864 |
Total current liabilities | 321,003 | 300,390 |
Non-current liabilities: | ||
Long-term debt, less current maturities | 520,284 | 512,630 |
Deferred income taxes | 16,528 | 15,608 |
Unrecognized tax benefits | 6,207 | 6,511 |
Operating lease liabilities | 25,942 | 27,048 |
Deferred compensation benefits, net of current portion | 10,521 | 11,130 |
Other | 12,946 | 12,917 |
Total non-current liabilities | 592,428 | 585,844 |
Contingent liabilities and commitments (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01: Authorized-10,000 shares; Issued-zero | 0 | 0 |
Common stock, par value $0.50: Authorized-120,000 shares; Issued-51,776 shares | 25,888 | 25,888 |
Additional paid-in capital | 209,727 | 203,791 |
Retained earnings | 1,032,020 | 913,610 |
Accumulated other comprehensive loss | (509) | (526) |
Treasury stock, at cost: 18,225 and 18,133 shares, respectively | (324,762) | (315,297) |
Total stockholders' equity | 942,364 | 827,466 |
Total liabilities and stockholders' equity | $ 1,855,795 | $ 1,713,700 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Current assets: | ||
Allowance for doubtful accounts | $ 301 | $ 353 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Capital stock common, par value (in dollars per share) | $ 0.50 | $ 0.50 |
Capital stock common, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Capital stock common, shares issued (in shares) | 51,776,000 | 51,776,000 |
Treasury stock, at cost, shares (in shares) | 18,225,000 | 18,133,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Feb. 27, 2021 | Feb. 29, 2020 | |
Operating activities: | ||
Net income | $ 126,491 | $ 31,336 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 8,559 | 7,720 |
Amortization of intangible assets | 7,181 | 11,588 |
Non-cash interest expense, net | 6,769 | 4,182 |
Amortization of debt issuance costs | 1,229 | 1,457 |
Last-in, first-out expense | 552 | 664 |
Stock-based compensation | 6,981 | 3,640 |
Deferred income taxes | 914 | 576 |
Other, net | (3,460) | 252 |
Change in assets and liabilities: | ||
Receivables | (11,547) | 11,734 |
Inventories | (96,079) | 45,275 |
Prepaid expenses and other assets | 2,321 | (4,081) |
Accounts payable | 12,487 | 4,688 |
Income taxes and unrecognized tax benefits | (10,698) | (966) |
Accrued expenses and other liabilities | 15,222 | 1,099 |
Net cash provided by operating activities | 66,922 | 119,164 |
Investing activities: | ||
Purchases of property and equipment | (14,920) | (19,057) |
Acquisition of business, net of cash acquired | 0 | (264,280) |
Proceeds from sale of property and equipment | 7,778 | 0 |
Other, net | (223) | 179 |
Net cash used in investing activities | (7,365) | (283,158) |
Financing activities: | ||
Borrowings on long-term debt | 1,647,764 | 1,412,294 |
Repayments on long-term debt | (1,647,764) | (1,115,044) |
Purchase of convertible bond hedge | 0 | (70,800) |
Proceeds from issuance of warrants | 0 | 42,210 |
Payments of cash dividends | (8,075) | (7,174) |
Payments for repurchases of common stock | (12,109) | 0 |
Payments of debt issuance costs | (224) | (10,761) |
Other, net | 1,291 | (1,223) |
Net cash (used in) provided by financing activities | (19,117) | 249,502 |
Net increase in cash and cash equivalents | 40,440 | 85,508 |
Cash and cash equivalents at beginning of period | 292,575 | 37,431 |
Cash and cash equivalents at end of period | 333,015 | 122,939 |
Supplemental cash flow disclosure: | ||
Income taxes paid, net | 47,804 | 7,652 |
Interest paid | 12,244 | 9,938 |
Non-cash transactions: | ||
Issuance of Winnebago common stock for acquisition of business | 0 | 92,572 |
Capital expenditures in accounts payable | $ 195 | $ 118 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Aug. 31, 2019 | 51,776 | 20,262 | ||||
Beginning balance at Aug. 31, 2019 | $ 632,212 | $ 25,888 | $ 91,185 | $ 866,886 | $ (491) | $ (351,256) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation, net of forfeitures | 3,641 | 3,624 | 17 | |||
Issuance of stock, net | 618 | (2,031) | $ 2,649 | |||
Issuance of stock, net (in shares) | 153 | |||||
Issuance of stock for acquisition | 92,572 | 57,811 | $ 34,761 | |||
Issuance of stock for acquisition (in shares) | 2,000 | |||||
Repurchase of common stock (in shares) | (44) | |||||
Repurchase of common stock | (1,737) | $ (1,737) | ||||
Common stock dividends | (7,228) | (7,228) | ||||
Amortization of net actuarial loss (net of tax of $3, $3, $6, and $5) | 16 | 16 | ||||
Interest rate swap activity, net of tax | (68) | (68) | ||||
Equity component of convertible senior notes and offering costs, net of tax of $20,840 | 61,335 | 61,335 | ||||
Convertible note hedge purchase, net of tax of $17,417 | (53,383) | (53,383) | ||||
Warrant transactions | 42,210 | 42,210 | ||||
Net income | 31,336 | 31,336 | ||||
Ending balance (in shares) at Feb. 29, 2020 | 51,776 | 18,153 | ||||
Ending balance at Feb. 29, 2020 | 801,524 | $ 25,888 | 200,751 | 890,994 | (543) | $ (315,566) |
Beginning balance (in shares) at Nov. 30, 2019 | 51,776 | 18,177 | ||||
Beginning balance at Nov. 30, 2019 | 785,609 | $ 25,888 | 198,733 | 877,469 | (551) | $ (315,930) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation, net of forfeitures | 1,838 | 1,830 | $ 8 | |||
Stock-based compensation, net of forfeitures (in shares) | 0 | |||||
Issuance of stock, net | 618 | 188 | $ 430 | |||
Issuance of stock, net (in shares) | 25 | |||||
Repurchase of common stock (in shares) | (1) | |||||
Repurchase of common stock | (74) | $ (74) | ||||
Common stock dividends | (3,743) | (3,743) | ||||
Amortization of net actuarial loss (net of tax of $3, $3, $6, and $5) | 8 | 8 | ||||
Net income | 17,268 | 17,268 | ||||
Ending balance (in shares) at Feb. 29, 2020 | 51,776 | 18,153 | ||||
Ending balance at Feb. 29, 2020 | 801,524 | $ 25,888 | 200,751 | 890,994 | (543) | $ (315,566) |
Beginning balance (in shares) at Aug. 29, 2020 | 51,776 | 18,133 | ||||
Beginning balance at Aug. 29, 2020 | 827,466 | $ 25,888 | 203,791 | 913,610 | (526) | $ (315,297) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation, net of forfeitures | 6,981 | 6,968 | $ 13 | |||
Stock-based compensation, net of forfeitures (in shares) | 1 | |||||
Issuance of stock, net | 1,599 | (1,032) | $ 2,631 | |||
Issuance of stock, net (in shares) | 149 | |||||
Repurchase of common stock (in shares) | (242) | |||||
Repurchase of common stock | (12,109) | $ (12,109) | ||||
Common stock dividends | (8,081) | (8,081) | ||||
Amortization of net actuarial loss (net of tax of $3, $3, $6, and $5) | 17 | 17 | ||||
Net income | 126,491 | 126,491 | ||||
Ending balance (in shares) at Feb. 27, 2021 | 51,776 | 18,225 | ||||
Ending balance at Feb. 27, 2021 | 942,364 | $ 25,888 | 209,727 | 1,032,020 | (509) | $ (324,762) |
Beginning balance (in shares) at Nov. 28, 2020 | 51,776 | 18,275 | ||||
Beginning balance at Nov. 28, 2020 | 871,558 | $ 25,888 | 204,551 | 966,945 | (517) | $ (325,309) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation, net of forfeitures | 4,627 | 4,622 | $ 5 | |||
Stock-based compensation, net of forfeitures (in shares) | 1 | |||||
Issuance of stock, net | 1,599 | 554 | $ 1,045 | |||
Issuance of stock, net (in shares) | 58 | |||||
Repurchase of common stock (in shares) | (9) | |||||
Repurchase of common stock | (503) | $ (503) | ||||
Common stock dividends | (3,993) | (3,993) | ||||
Amortization of net actuarial loss (net of tax of $3, $3, $6, and $5) | 8 | 8 | ||||
Net income | 69,068 | 69,068 | ||||
Ending balance (in shares) at Feb. 27, 2021 | 51,776 | 18,225 | ||||
Ending balance at Feb. 27, 2021 | $ 942,364 | $ 25,888 | $ 209,727 | $ 1,032,020 | $ (509) | $ (324,762) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 6 Months Ended |
Feb. 29, 2020USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends paid per common share (in dollars per share) | $ / shares | $ 0.22 |
Equity component of convertible senior notes and offering costs, tax | $ 20,840 |
Convertible note hedge purchase, tax | $ 17,417 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Feb. 27, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Unless the context otherwise requires, the use of the terms "Winnebago Industries," "Winnebago", and "the Company" in these Notes to Condensed Consolidated Financial Statements refers to Winnebago Industries, Inc. and its wholly-owned subsidiaries. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Condensed Consolidated Financial Statements. Interim results are not necessarily indicative of the results to be expected for the full year. The interim Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020. Fiscal Period The Company follows a 52-/53-week fiscal year, ending the last Saturday in August. Fiscal 2021 and Fiscal 2020 are both a 52-week year. Cash and cash equivalents Cash equivalents include all investments with original maturities of three months or less or which are readily convertible into known amounts of cash and are not legally restricted. Accounts at each banking institution are insured by the Federal Deposit Insurance Corporation up to $250,000, while the remaining balances are uninsured. Subsequent Events In preparing the accompanying unaudited Condensed Consolidated Financial Statements, the Company evaluated subsequent events for potential recognition and disclosure through the date of this filing. There were no material subsequent events, except for the item noted below. Dividend On March 17, 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.12 per share payable on April 28, 2021 to common stockholders of record at the close of business on April 14, 2021. CARES Act The Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law on March 27, 2020. The Company is taking advantage of the employer payroll tax ("FICA") deferral offered by the CARES Act, which allows the Company to defer the payment of employer payroll taxes for the period from March 27, 2020 to December 31, 2020. The deferred FICA liability as of February 27, 2021 was $16.2 million and will be payable in equal installments at December 2021 and December 2022. Additionally, the Company took advantage of a tax credit granted to companies under the CARES Act who continued to pay their employees when operations were fully or partially suspended. The refundable tax credit through the end of the third quarter of Fiscal 2020, reflected in cost of goods sold and within other current assets, is approximately $4.0 million, of which $3.2 million is outstanding, and will be received in Fiscal 2021. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Codification ("ASC") Topic 326, Financial Instruments—Credit Losses (“Topic 326”), effective August 30, 2020. The new impairment model (known as the current expected credit loss ("CECL") model) is based on expected losses rather than incurred losses. Topic 326 is applicable to financial assets measured at amortized cost, such as accounts receivable and deposits. It requires historical loss data to be adjusted to reflect changes in asset-specific considerations, current conditions and reasonable and supportable forecasts of future economic conditions. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company adopted Topic 326 using the modified retrospective transition approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to its opening retained earnings as of August 30, 2020. Therefore, comparative information prior to the adoption date has not been adjusted. As a result of adoption of Topic 326, the Company did not recognize an incremental allowance for credit losses on its accounts receivable for the first six months ended February 27, 2021. The adoption of this standard did not materially impact the Company's Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . ASU 2020-06 reduces the number of models used to account for convertible instruments, amends diluted EPS calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021 (the Company's Fiscal 2023). Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. The Company expects to adopt the new guidance in the first quarter of Fiscal 2023. While it will change the Company's diluted EPS reporting, the extent to which the standard will have a material impact on the Company's consolidated financial statements is uncertain at this time. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued, and does not expect a material impact to its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740. The standard is effective for annual reporting periods beginning after December 15, 2020 (the Company's Fiscal 2022), including interim periods within those annual reporting periods. The Company expects to adopt the new guidance in the first quarter of Fiscal 2022, and does not expect a material impact to its consolidated financial statements. |
Business Segments
Business Segments | 6 Months Ended |
Feb. 27, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company has six operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine, and 6) Winnebago specialty vehicles. The Company evaluates performance based on each operating segment's Adjusted EBITDA, as defined below, which excludes certain corporate administration expenses and non-operating income and expense. The Company's two reportable segments include: 1) Towable (comprised of products which are not motorized and are generally towed by another vehicle as well as other related manufactured products and services), which is an aggregation of the Grand Design towables and the Winnebago towables operating segments and 2) Motorhome (comprised of products that include a motorized chassis as well as other related manufactured products and services), which is an aggregation of the Winnebago motorhomes and Newmar motorhomes operating segments. The Corporate / All Other category includes the Chris-Craft marine and Winnebago specialty vehicles operating segments as well as expenses related to certain corporate administration expenses for the oversight of the enterprise. These expenses include items such as corporate leadership and administration costs. Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer. The Company's CODM relies on internal management reporting that analyzes consolidated results and each operating segment's Adjusted EBITDA. The Company's CODM has ultimate responsibility for enterprise decisions. The Company's CODM determines, in particular, resource allocation for, and monitors the performance of, the consolidated enterprise, the Towable segment, and the Motorhome segment. The operating segments' management have responsibility for operating decisions, allocating resources, and assessing performance within their respective segments. The accounting policies of both reportable segments are the same and are described in Note 1, Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020. The Company evaluates the performance of its reportable segments based on Adjusted EBITDA. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other adjustments made in order to present comparable results from period to period. Examples of items excluded from Adjusted EBITDA include acquisition-related fair-value inventory step-up, acquisition-related costs, restructuring expenses, gain or loss on sale of property and equipment, and non-operating income. The following table shows information by reportable segment: Three Months Ended Six Months Ended (in thousands) February 27, February 29, February 27, February 29, Net Revenues Towable $ 439,284 $ 283,463 $ 894,185 $ 624,713 Motorhome 382,575 325,542 704,964 551,433 Corporate / All Other 18,027 17,805 33,868 39,122 Consolidated $ 839,886 $ 626,810 $ 1,633,017 $ 1,215,268 Adjusted EBITDA Towable $ 62,366 $ 34,746 $ 125,509 $ 70,531 Motorhome 50,969 14,946 81,312 24,277 Corporate / All Other (5,370) (4,263) (9,563) (7,331) Consolidated $ 107,965 $ 45,429 $ 197,258 $ 87,477 Capital Expenditures Towable $ 2,714 $ 5,640 $ 6,851 $ 9,666 Motorhome 3,268 5,372 7,271 7,612 Corporate / All Other 249 1,421 798 1,779 Consolidated $ 6,231 $ 12,433 $ 14,920 $ 19,057 (in thousands) February 27, August 29, Total Assets Towable $ 723,388 $ 718,253 Motorhome 694,077 600,304 Corporate / All Other 438,330 395,143 Consolidated $ 1,855,795 $ 1,713,700 Reconciliation of net income to consolidated Adjusted EBITDA: Three Months Ended Six Months Ended (in thousands) February 27, 2021 February 29, 2020 February 27, 2021 February 29, 2020 Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336 Interest expense 10,052 8,651 19,993 14,700 Provision for income taxes 21,166 3,995 38,723 7,888 Depreciation 4,399 4,134 8,559 7,720 Amortization of intangible assets 3,591 7,974 7,181 11,588 EBITDA 108,276 42,022 200,947 73,232 Acquisition-related fair-value inventory step-up — 3,634 — 4,810 Acquisition-related costs — — — 9,950 Restructuring expenses — 43 93 (129) Gain on sale of property and equipment — — (3,565) — Non-operating income (311) (270) (217) (386) Adjusted EBITDA $ 107,965 $ 45,429 $ 197,258 $ 87,477 |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 6 Months Ended |
Feb. 27, 2021 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company accounts 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. The Company's 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 the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis at February 27, 2021 and August 29, 2020 according to the valuation techniques the Company used to determine their fair values: Fair Value at Fair Value Hierarchy (in thousands) February 27, Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 838 $ 838 $ — $ — International equity funds 36 36 — — Fixed income funds 47 47 — — Total assets at fair value $ 921 $ 921 $ — $ — Fair Value at Fair Value Hierarchy (in thousands) August 29, Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 626 $ 626 $ — $ — International equity funds 34 34 — — Fixed income funds 50 50 — — Total assets at fair value $ 710 $ 710 $ — $ — The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Assets that fund deferred compensation The Company's 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. These 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. Refer to Note 11, Employee and Retiree Benefits , of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional information regarding these plans. The proportion of the assets that will fund options which expire within a year are included in Prepaid expenses and other assets in the accompanying Condensed Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in Other assets. Assets and Liabilities that are measured at Fair Value on a Nonrecurring Basis The Company's non-financial assets, which include goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, the Company must evaluate the non-financial asset for impairment. If an impairment has occurred, the asset is required to be recorded at the estimated fair value. No impairments were recorded for non-financial assets in the second quarter of Fiscal 2021 or the second quarter of Fiscal 2020. Fair Value of Financial Instruments The Company's financial instruments, other than those presented in the disclosures above, include cash, receivables, accounts payable, other payables, and long-term debt. The fair values of cash, receivables, accounts payable, and other payables approximated carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. See Note 8, Long-Term Debt , for information about the fair value of the Company's long-term debt. |
Inventories
Inventories | 6 Months Ended |
Feb. 27, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: (in thousands) February 27, August 29, Finished goods $ 9,184 $ 17,141 Work-in-process 145,092 86,651 Raw materials 160,577 114,982 Total 314,853 218,774 Less last-in, first-out ("LIFO") reserve 36,385 35,833 Inventories, net $ 278,468 $ 182,941 Inventory valuation methods consist of the following: (in thousands) February 27, August 29, LIFO basis $ 131,760 $ 88,675 First-in, first-out basis 183,093 130,099 Total $ 314,853 $ 218,774 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Feb. 27, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following: (in thousands) February 27, August 29, Land $ 9,111 $ 11,101 Buildings and building improvements 147,587 144,565 Machinery and equipment 120,106 117,370 Software 28,611 28,456 Transportation 4,938 4,913 Construction in progress 19,216 20,778 Property, plant, and equipment, gross 329,569 327,183 Less accumulated depreciation 155,960 152,238 Property, plant, and equipment, net $ 173,609 $ 174,945 Depreciation expense was $4.4 million and $4.1 million during the second quarters of Fiscal 2021 and 2020, respectively; and $8.6 million and $7.7 million for the first six months of Fiscal 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Feb. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in the carrying amount of goodwill by segment were as follows for the first six months of Fiscal 2021 and 2020, of which there were no accumulated impairment losses: (in thousands) Towable Motorhome Corporate / All Other Total Balances at August 31, 2019 $ 244,684 $ — $ 30,247 $ 274,931 Acquisition of Newmar (1) — 73,929 — 73,929 Balances at February 29, 2020 $ 244,684 $ 73,929 $ 30,247 $ 348,860 Balances at August 29, 2020 and February 27, 2021 (2) $ 244,684 $ 73,127 $ 30,247 $ 348,058 (1) The change in Motorhome activity is related to the acquisition of Newmar Corporation, Dutch Real Estate Corp., New-Way Transport and New-Serv (collectively "Newmar") that occurred on November 8, 2019. See Note 2, Business Combinations in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional acquisition information. (2) There was no activity in the six months beginning August 29, 2020 and ending February 27, 2021. Other intangible assets, net of accumulated amortization, consist of the following: February 27, 2021 August 29, 2020 ($ in thousands) Weighted Average Life-Years Cost Accumulated Amortization Weighted Average Life-Years Cost Accumulated Amortization Trade names Indefinite $ 275,250 Indefinite $ 275,250 Dealer networks 12.1 159,581 $ 39,070 12.2 159,581 $ 32,487 Backlog 0.5 28,327 28,327 0.5 28,327 28,327 Non-compete agreements 4.3 6,647 4,821 4.1 6,647 4,223 Other intangible assets, gross 469,805 72,218 469,805 65,037 Less accumulated amortization 72,218 65,037 Other intangible assets, net $ 397,587 $ 404,768 The weig hted average remaining amortization period for intangible assets as of February 27, 2021 was approximatel y 10 years. Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (in thousands) Amount Fiscal 2021 $ 7,180 Fiscal 2022 13,719 Fiscal 2023 13,526 Fiscal 2024 13,424 Fiscal 2025 13,219 Thereafter 61,269 Total amortization expense remaining $ 122,337 |
Product Warranties
Product Warranties | 6 Months Ended |
Feb. 27, 2021 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties The Company provides certain service and warranty on its products. From time to time, the Company also voluntarily incurs costs for certain warranty-type expenses occurring after the normal warranty period to help protect the reputation of the Company's products and the goodwill of the Company's 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. In addition to the costs associated with the contractual warranty coverage provided on products, the Company also occasionally incurs costs as a result of additional service actions not covered by warranties, including product recalls and customer satisfaction actions. Although the Company estimates and reserves 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 the Company's product warranty liability are as follows: Three Months Ended Six Months Ended (in thousands) February 27, February 29, February 27, February 29, Balance at beginning of period $ 70,502 $ 61,107 $ 64,031 $ 44,436 Business acquisition (1) — — — 15,147 Provision 20,227 15,729 41,930 31,047 Claims paid (14,689) (16,625) (29,921) (30,419) Balance at end of period $ 76,040 $ 60,211 $ 76,040 $ 60,211 (1) Relates to the acquisition of Newmar on November 8, 2019. See Note 2, Business Combinations in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional acquisition information. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Feb. 27, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The components of long-term debt are as follows: (in thousands) February 27, August 29, ABL Credit Facility $ — $ — Senior Secured Notes 300,000 300,000 Convertible Notes 300,000 300,000 Long-term debt, gross 600,000 600,000 Convertible Notes unamortized interest discount (67,525) (74,294) Debt issuance costs, net (12,191) (13,076) Long-term debt, net $ 520,284 $ 512,630 Credit Agreements On July 8, 2020, the Company closed its private offering (the “Senior Secured Notes Offering”) of $300 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). The Senior Secured Notes were issued in accordance with an Indenture dated as of July 8, 2020 (the “Indenture”). The Senior Secured Notes will mature on July 15, 2028 unless earlier redeemed or repurchased. Interest on the Senior Secured Notes accrues starting July 8, 2020 and is payable semi-annually in arrears on January 15 and July 15 of each year, which began on January 15, 2021. The Senior Secured Notes and the related guarantees are secured by (i) a first-priority lien on substantially all of the Company’s and the subsidiary guarantor parties' existing and future assets (other than certain collateral under the Company’s ABL facility) and (ii) a second-priority lien on the Company’s present and future accounts and receivables, inventory and other related assets and proceeds that secure the ABL facility on a first-priority basis. The Indenture limits certain abilities of the Company and its subsidiaries (subject to certain exceptions and qualifications) to incur additional debt and provide additional guarantees; make restricted payments; create or permit certain liens; make certain asset sales; use the proceeds from the sale of assets and subsidiary stock; create or permit restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other inter-company distributions; engage in certain transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer all or substantially all of the Company’s assets and the assets of its restricted subsidiaries. The Company amortizes debt issuance costs on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Senior Secured Notes, a proportional amount of the unamortized issuance costs is expensed. As part of the Senior Secured Notes Offering, the Company capitalized $7.5 million in debt issuance costs that will be amortized over the eight-year term of the agreement. On November 8, 2016, the Company entered into an asset-based revolving credit agreement ("ABL") and a loan agreement ("Term Loan") with JPMorgan Chase Bank, N.A. ("JPMorgan Chase"), as administrative agent and certain lenders from time to time party thereto. The remaining principal balance of the Term Loan as of July 8, 2020 was $249.8 million, which was repaid with the proceeds from the Senior Secured Notes, and debt issuance costs of $4.7 million were written off upon repayment. In addition, the interest rate swaps with a liability position of $0.6 million hedging the Term Loan interest rates were settled early in July 2020. Under the ABL, the Company has a $192.5 million credit facility that matures on October 22, 2024 (subject to certain factors which may accelerate the maturity date) on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL is available for issuance of letters of credit to a specified limit of $19.3 million. The Company pays a commitment fee of 0.25% on the average daily amount of the facility available, but unused. The Company can elect to base the interest rate on various rates plus specific spreads depending on the amount of borrowings outstanding. If drawn, the Company would pay interest on ABL borrowings at a floating rate based upon LIBOR plus a spread of between 1.25% and 1.75%, depending on the usage of the facility during the most recent quarter. Based on current usage, the Company would pay LIBOR plus 1.25%. Convertible Notes On November 1, 2019, the Company issued $300.0 million in aggregate principal amount of 1.5% unsecured convertible senior notes due 2025 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting the initial purchasers' transaction fees and offering expense payable by the Company, were approximately $290.2 million. The Convertible Notes bear interest at the annual rate of 1.5%, payable on April 1 and October 1 of each year, beginning on April 1, 2020, and will mature on April 1, 2025, unless earlier converted or repurchased by the Company. The Convertible Notes will be convertible into cash, shares of the Company's common stock or a combination thereof, at the election of the Company, at an initial conversion rate of 15.6906 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $63.73 per share, as adjusted pursuant to the terms of the indenture governing the Convertible Notes. The Convertible Notes may be converted at any time on or after October 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate of the Convertible Notes may be adjusted in certain circumstances, including in connection with a conversion of the Convertible Notes made following certain fundamental changes and under other circumstances set forth in the indenture. It is the Company's current intent to settle all conversions of the Convertible Notes through settlement of cash. The Company’s ability to cash settle may be limited depending on the stock price at the time of conversion. Prior to the close of business on the business day immediately preceding October 1, 2024, the Convertible Notes will be convertible only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2019 if the closing sale price of the common stock is more than 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate for the Convertible Notes on each such trading day; or (3) upon the occurrence of certain specified corporate events set forth in the indenture. The Company may not redeem the Convertible Notes at its option prior to the maturity date, and no sinking fund is provided for the Convertible Notes. On October 29, 2019 and October 30, 2019, in connection with the offering of the Convertible Notes, the Company entered into privately negotiated convertible note hedge transactions (collectively, the “Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of the Company's common stock that initially underlie the Convertible Notes, and are expected generally to reduce the potential dilution and/or offset any cash payments the Company is required to make in excess of the principal amount due, as the case may be, upon conversion of the Convertible Notes in the event that the market price of the Company's common stock is greater than the strike price of the Hedge Transactions, which was initially $63.73 per share (subject to adjustment under the terms of the Hedge Transactions), corresponding to the initial conversion price of the Convertible Notes. On October 29, 2019 and October 30, 2019, the Company also entered into privately negotiated warrant transactions (collectively, the “Warrant Transactions” and, together with the Hedge Transactions, the “Call Spread Transactions”), whereby the Company sold warrants at a higher strike price relating to the same number of shares of the Company's common stock that initially underlie the Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the warrants is $96.20 per share (subject to adjustment under the terms of the Warrant Transactions), which is 100% above the last reported sale price of the Company's common stock on October 29, 2019. The Warrant Transactions could have a dilutive effect to the Company's stockholders to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The Company used $28.6 million of the net proceeds from the issuance of the Convertible Notes to pay the cost of the Call Spread Transactions. The Hedge Transactions and the Warrant Transactions are separate transactions, in each case, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Call Spread Transactions. Accounting Treatment of the Convertible Notes and Related Hedge Transactions and Warrant Transactions The Call Spread Transactions were classified as equity. The Company bifurcated the proceeds from the offering of the Convertible Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately $215.0 million and $85.0 million, respectively. The initial $215.0 million liability component was determined based on the fair value of similar debt instruments excluding the conversion feature assuming a hypothetical interest rate of 8%. The initial $85.0 million ($64.1 million net of tax) equity component represents the difference between the fair value of the initial $215.0 million in debt and the $300.0 million of gross proceeds. The related initial debt discount of $85.0 million is being amortized over the life of the Convertible Notes as non-cash interest expense using the effective interest method. In connection with the above-noted transactions, the Company incurred approximately $9.8 million of offering-related costs. These offering fees were allocated to the liability and equity components in proportion to the allocation of proceeds and accounted for as debt and equity issuance costs, respectively. The Company allocated $7.0 million of debt issuance costs to the liability component, which were capitalized as deferred financing costs within Long-term debt. These costs are being amortized as interest expense over the term of the debt using the effective interest method. The remaining $2.8 million of transaction costs allocated to the equity component were recorded as a reduction of the equity component. Fair Value and Future Maturities As of February 27, 2021, the fair value of long-term debt, gross, was $723.1 million. As of August 29, 2020, the fair value of long-term debt, gross, was $674.7 million. Aggregate contractual maturities of debt in future fiscal years are as follows: (in thousands) Amount Fiscal 2021 $ — Fiscal 2022 — Fiscal 2023 — Fiscal 2024 — Fiscal 2025 300,000 Thereafter 300,000 Total Senior Secured Notes and Convertible Notes $ 600,000 |
Employee and Retiree Benefits
Employee and Retiree Benefits | 6 Months Ended |
Feb. 27, 2021 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Deferred compensation liabilities are as follows: (in thousands) February 27, August 29, Non-qualified deferred compensation $ 10,583 $ 11,460 Supplemental executive retirement plan 1,864 1,838 Executive deferred compensation plan 924 710 Deferred compensation benefits 13,371 14,008 Less current portion (1) 2,850 2,878 Deferred compensation benefits, net of current portion $ 10,521 $ 11,130 (1) Included in Accrued compensation on the Condensed Consolidated Balance Sheets. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 6 Months Ended |
Feb. 27, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Contingent Liabilities and Commitments Repurchase Commitments Generally, manufacturers in the same industries as the Company enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers. Most dealers 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 units purchased. The Company's repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, Winnebago Industries will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months, provide that the Company's 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. The Company's liability cannot exceed 100% of the dealer invoice. In certain instances, the Company also repurchases inventory from 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 recreational vehicles or boats to repurchase current inventory if a dealership exits the business. The total contingent liability on all repurchase agreements of the Company was approximately $916.4 million and $798.9 million at February 27, 2021 and August 29, 2020, respectively. 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. The Company's loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. The Company's 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 the Company's 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 these repurchase agreements and the Company's historical loss experience, an associated loss reserve is established which is included in Accrued expenses: Other on the Condensed Consolidated Balance Sheets. The Company's repurchase accrual was $1.0 million at February 27, 2021 and August 29, 2020. Repurchase risk is affected by the credit worthiness of the Company's dealer network, and management does 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. There was no material activity related to repurchase agreements during the first six months ended February 27, 2021 and February 29, 2020. Litigation |
Revenue
Revenue | 6 Months Ended |
Feb. 27, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company generates all operating revenue from contracts with customers. The Company's primary source of revenue is generated through the sale of manufactured motorized units, non-motorized towable units, and marine units to the Company's independent dealer network (the Company's customers). The following table disaggregates revenue by reportable segment and product category: Three Months Ended Six Months Ended (in thousands) February 27, February 29, February 27, February 29, Net Revenues Towable: Fifth Wheel $ 226,942 $ 156,748 $ 467,390 $ 351,937 Travel Trailer 207,042 123,894 415,638 264,357 Other (1) 5,300 2,821 11,157 8,419 Total Towable 439,284 283,463 894,185 624,713 Motorhome: Class A 157,744 179,705 291,910 245,349 Class B 137,170 81,893 246,457 167,349 Class C 79,263 55,657 148,549 122,533 Other (1) 8,398 8,287 18,048 16,202 Total Motorhome 382,575 325,542 704,964 551,433 Corporate / All Other: Other (2) 18,027 17,805 33,868 39,122 Total Corporate / All Other 18,027 17,805 33,868 39,122 Consolidated $ 839,886 $ 626,810 $ 1,633,017 $ 1,215,268 (1) Relates to parts, accessories, and services. (2) Relates to marine, specialty vehicle units, parts, accessories, and services. The Company does not have material contract assets or liabilities. The Company establishes allowances for uncollectible receivables based on historical collection trends, write-off history, consideration of current conditions and expectations for future economic conditions. Concentration of Risk None of the Company's dealer organizations accounted for more than 10% of net revenue for each of the second quarter periods of Fiscal 2021 and Fiscal 2020. In addition, none of the Company's dealer organizations accounted for more than 10% of net revenue for the first six months of Fiscal 2021 and Fiscal 2020. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Feb. 27, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation On December 11, 2018, the Company's shareholders approved the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan ("2019 Plan") as detailed in the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders. The 2019 Plan allows the Company 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. The 2019 Plan replaces the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "2014 Plan"). The number of shares of the Company's Common Stock that may be the subject of awards and issued under the 2019 Plan is 4.1 million, plus the shares subject to any awards outstanding under the 2014 Plan and the Company's predecessor plan, the 2004 Incentive Compensation Plan (the “2004 Plan”), on December 11, 2018 that subsequently expire, are forfeited or canceled, or are settled for cash. Until such time, however, awards under the 2014 Plan and the 2004 Plan, respectively, that are outstanding on December 11, 2018 will continue to be subject to the terms of the 2014 Plan or 2004 Plan, as applicable. Shares remaining available for future awards under the 2014 Plan were not carried over into the 2019 Plan. Stock-based compensation expense was $4.6 million and $2.0 million during the second quarters of Fiscal 2021 and 2020, respectively, and $7.0 million and $3.6 million during the first six months of Fiscal 2021 and 2020. Compensation expense is recognized over the requisite service period of the award. |
Restructuring
Restructuring | 6 Months Ended |
Feb. 27, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In Fiscal 2020, the Company's Class A diesel production was moved from Junction City, OR to Forest City, IA. In November 2020, a portion of the property in Junction City, OR was sold for net proceeds of $7.7 million with a resulting gain of $3.6 million. The gain on this sale is included within selling, general, and administrative expenses for Fiscal 2021. Total restructuring expenses for the first six months of Fiscal 2021 were immaterial to the overall financial statements. The Company does not expect additional reorganization charges during the remainder of Fiscal 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Feb. 27, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate increased to 23.4% for the six months ended February 27, 2021 from 20.1% for the first six months ended February 29, 2020 due primarily to consistent year-over-year credits over higher current year pre-tax income and favorable research and development discrete items in the prior year. The Company files a U.S. Federal tax return, as well as returns in various international and state jurisdictions. As of February 27, 2021, the Company's Federal returns from Fiscal 2017 to present are subject to review by the Internal Revenue Service. With limited exception, state returns from Fiscal 2016 to present continue to be subject to review by state taxing jurisdictions. The Company is currently under review by certain U.S. state tax authorities for Fiscal 2016 through 2019. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits. |
Income Per Share
Income Per Share | 6 Months Ended |
Feb. 27, 2021 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income Per Share The following table reflects the calculation of basic and diluted income per share: Three Months Ended Six Months Ended (in thousands, except per share data) February 27, February 29, February 27, February 29, Numerator Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336 Denominator Weighted average common shares outstanding 33,533 33,614 33,571 32,840 Dilutive impact of stock compensation awards 270 304 250 303 Dilutive impact of convertible notes 107 — — — Weighted average common shares outstanding, assuming dilution 33,910 33,918 33,821 33,143 Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution — 45 53 94 Basic income per common share $ 2.06 $ 0.51 $ 3.77 $ 0.95 Diluted income per common share $ 2.04 $ 0.51 $ 3.74 $ 0.95 Anti-dilutive securities were not included in the computation of diluted income per common share because they are considered anti-dilutive under the treasury stock method. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Feb. 27, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: Three Months Ended February 27, 2021 February 29, 2020 (in thousands) Defined Benefit Pension Items Total Defined Benefit Pension Items Total Balance at beginning of period $ (517) $ (517) $ (551) $ (551) Amounts reclassified from AOCI 8 8 8 8 Balance at end of period $ (509) $ (509) $ (543) $ (543) Six Months Ended February 27, 2021 February 29, 2020 (in thousands) Defined Benefit Pension Items Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ (526) $ (526) $ (559) $ 68 $ (491) OCI before reclassifications — — — (68) (68) Amounts reclassified from AOCI 17 17 16 — 16 Net current-period OCI 17 17 16 (68) (52) Balance at end of period $ (509) $ (509) $ (543) $ — $ (543) Reclassifications out of AOCI, net of tax, were: Three Months Ended Six Months Ended (in thousands) Location on Consolidated Statements February 27, February 29, February 27, February 29, Amortization of net actuarial loss SG&A $ 8 $ 8 $ 17 $ 16 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Feb. 27, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Unless the context otherwise requires, the use of the terms "Winnebago Industries," "Winnebago", and "the Company" in these Notes to Condensed Consolidated Financial Statements refers to Winnebago Industries, Inc. and its wholly-owned subsidiaries. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Condensed Consolidated Financial Statements. Interim results are not necessarily indicative of the results to be expected for the full year. The interim Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020. |
Fiscal Period | Fiscal Period The Company follows a 52-/53-week fiscal year, ending the last Saturday in August. Fiscal 2021 and Fiscal 2020 are both a 52-week year. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents include all investments with original maturities of three months or less or which are readily convertible into known amounts of cash and are not legally restricted. Accounts at each banking institution are insured by the Federal Deposit Insurance Corporation up to $250,000, while the remaining balances are uninsured. |
Subsequent Events | Subsequent Events In preparing the accompanying unaudited Condensed Consolidated Financial Statements, the Company evaluated subsequent events for potential recognition and disclosure through the date of this filing. There were no material subsequent events, except for the item noted below. |
Recently Adopted/Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Codification ("ASC") Topic 326, Financial Instruments—Credit Losses (“Topic 326”), effective August 30, 2020. The new impairment model (known as the current expected credit loss ("CECL") model) is based on expected losses rather than incurred losses. Topic 326 is applicable to financial assets measured at amortized cost, such as accounts receivable and deposits. It requires historical loss data to be adjusted to reflect changes in asset-specific considerations, current conditions and reasonable and supportable forecasts of future economic conditions. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company adopted Topic 326 using the modified retrospective transition approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to its opening retained earnings as of August 30, 2020. Therefore, comparative information prior to the adoption date has not been adjusted. As a result of adoption of Topic 326, the Company did not recognize an incremental allowance for credit losses on its accounts receivable for the first six months ended February 27, 2021. The adoption of this standard did not materially impact the Company's Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . ASU 2020-06 reduces the number of models used to account for convertible instruments, amends diluted EPS calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021 (the Company's Fiscal 2023). Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. The Company expects to adopt the new guidance in the first quarter of Fiscal 2023. While it will change the Company's diluted EPS reporting, the extent to which the standard will have a material impact on the Company's consolidated financial statements is uncertain at this time. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued, and does not expect a material impact to its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740. The standard is effective for annual reporting periods beginning after December 15, 2020 (the Company's Fiscal 2022), including interim periods within those annual reporting periods. The Company expects to adopt the new guidance in the first quarter of Fiscal 2022, and does not expect a material impact to its consolidated financial statements. |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table shows information by reportable segment: Three Months Ended Six Months Ended (in thousands) February 27, February 29, February 27, February 29, Net Revenues Towable $ 439,284 $ 283,463 $ 894,185 $ 624,713 Motorhome 382,575 325,542 704,964 551,433 Corporate / All Other 18,027 17,805 33,868 39,122 Consolidated $ 839,886 $ 626,810 $ 1,633,017 $ 1,215,268 Adjusted EBITDA Towable $ 62,366 $ 34,746 $ 125,509 $ 70,531 Motorhome 50,969 14,946 81,312 24,277 Corporate / All Other (5,370) (4,263) (9,563) (7,331) Consolidated $ 107,965 $ 45,429 $ 197,258 $ 87,477 Capital Expenditures Towable $ 2,714 $ 5,640 $ 6,851 $ 9,666 Motorhome 3,268 5,372 7,271 7,612 Corporate / All Other 249 1,421 798 1,779 Consolidated $ 6,231 $ 12,433 $ 14,920 $ 19,057 (in thousands) February 27, August 29, Total Assets Towable $ 723,388 $ 718,253 Motorhome 694,077 600,304 Corporate / All Other 438,330 395,143 Consolidated $ 1,855,795 $ 1,713,700 Reconciliation of net income to consolidated Adjusted EBITDA: Three Months Ended Six Months Ended (in thousands) February 27, 2021 February 29, 2020 February 27, 2021 February 29, 2020 Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336 Interest expense 10,052 8,651 19,993 14,700 Provision for income taxes 21,166 3,995 38,723 7,888 Depreciation 4,399 4,134 8,559 7,720 Amortization of intangible assets 3,591 7,974 7,181 11,588 EBITDA 108,276 42,022 200,947 73,232 Acquisition-related fair-value inventory step-up — 3,634 — 4,810 Acquisition-related costs — — — 9,950 Restructuring expenses — 43 93 (129) Gain on sale of property and equipment — — (3,565) — Non-operating income (311) (270) (217) (386) Adjusted EBITDA $ 107,965 $ 45,429 $ 197,258 $ 87,477 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis at February 27, 2021 and August 29, 2020 according to the valuation techniques the Company used to determine their fair values: Fair Value at Fair Value Hierarchy (in thousands) February 27, Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 838 $ 838 $ — $ — International equity funds 36 36 — — Fixed income funds 47 47 — — Total assets at fair value $ 921 $ 921 $ — $ — Fair Value at Fair Value Hierarchy (in thousands) August 29, Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 626 $ 626 $ — $ — International equity funds 34 34 — — Fixed income funds 50 50 — — Total assets at fair value $ 710 $ 710 $ — $ — |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: (in thousands) February 27, August 29, Finished goods $ 9,184 $ 17,141 Work-in-process 145,092 86,651 Raw materials 160,577 114,982 Total 314,853 218,774 Less last-in, first-out ("LIFO") reserve 36,385 35,833 Inventories, net $ 278,468 $ 182,941 Inventory valuation methods consist of the following: (in thousands) February 27, August 29, LIFO basis $ 131,760 $ 88,675 First-in, first-out basis 183,093 130,099 Total $ 314,853 $ 218,774 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following: (in thousands) February 27, August 29, Land $ 9,111 $ 11,101 Buildings and building improvements 147,587 144,565 Machinery and equipment 120,106 117,370 Software 28,611 28,456 Transportation 4,938 4,913 Construction in progress 19,216 20,778 Property, plant, and equipment, gross 329,569 327,183 Less accumulated depreciation 155,960 152,238 Property, plant, and equipment, net $ 173,609 $ 174,945 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill by segment were as follows for the first six months of Fiscal 2021 and 2020, of which there were no accumulated impairment losses: (in thousands) Towable Motorhome Corporate / All Other Total Balances at August 31, 2019 $ 244,684 $ — $ 30,247 $ 274,931 Acquisition of Newmar (1) — 73,929 — 73,929 Balances at February 29, 2020 $ 244,684 $ 73,929 $ 30,247 $ 348,860 Balances at August 29, 2020 and February 27, 2021 (2) $ 244,684 $ 73,127 $ 30,247 $ 348,058 (1) The change in Motorhome activity is related to the acquisition of Newmar Corporation, Dutch Real Estate Corp., New-Way Transport and New-Serv (collectively "Newmar") that occurred on November 8, 2019. See Note 2, Business Combinations in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional acquisition information. (2) There was no activity in the six months beginning August 29, 2020 and ending February 27, 2021. |
Schedule of Other Intangible Assets | Other intangible assets, net of accumulated amortization, consist of the following: February 27, 2021 August 29, 2020 ($ in thousands) Weighted Average Life-Years Cost Accumulated Amortization Weighted Average Life-Years Cost Accumulated Amortization Trade names Indefinite $ 275,250 Indefinite $ 275,250 Dealer networks 12.1 159,581 $ 39,070 12.2 159,581 $ 32,487 Backlog 0.5 28,327 28,327 0.5 28,327 28,327 Non-compete agreements 4.3 6,647 4,821 4.1 6,647 4,223 Other intangible assets, gross 469,805 72,218 469,805 65,037 Less accumulated amortization 72,218 65,037 Other intangible assets, net $ 397,587 $ 404,768 |
Schedule of Remaining Estimated Aggregate Annual Amortization Expense | Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (in thousands) Amount Fiscal 2021 $ 7,180 Fiscal 2022 13,719 Fiscal 2023 13,526 Fiscal 2024 13,424 Fiscal 2025 13,219 Thereafter 61,269 Total amortization expense remaining $ 122,337 |
Product Warranties (Tables)
Product Warranties (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in the Company's product warranty liability are as follows: Three Months Ended Six Months Ended (in thousands) February 27, February 29, February 27, February 29, Balance at beginning of period $ 70,502 $ 61,107 $ 64,031 $ 44,436 Business acquisition (1) — — — 15,147 Provision 20,227 15,729 41,930 31,047 Claims paid (14,689) (16,625) (29,921) (30,419) Balance at end of period $ 76,040 $ 60,211 $ 76,040 $ 60,211 (1) Relates to the acquisition of Newmar on November 8, 2019. See Note 2, Business Combinations in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional acquisition information. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The components of long-term debt are as follows: (in thousands) February 27, August 29, ABL Credit Facility $ — $ — Senior Secured Notes 300,000 300,000 Convertible Notes 300,000 300,000 Long-term debt, gross 600,000 600,000 Convertible Notes unamortized interest discount (67,525) (74,294) Debt issuance costs, net (12,191) (13,076) Long-term debt, net $ 520,284 $ 512,630 |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years are as follows: (in thousands) Amount Fiscal 2021 $ — Fiscal 2022 — Fiscal 2023 — Fiscal 2024 — Fiscal 2025 300,000 Thereafter 300,000 Total Senior Secured Notes and Convertible Notes $ 600,000 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Liabilities | Deferred compensation liabilities are as follows: (in thousands) February 27, August 29, Non-qualified deferred compensation $ 10,583 $ 11,460 Supplemental executive retirement plan 1,864 1,838 Executive deferred compensation plan 924 710 Deferred compensation benefits 13,371 14,008 Less current portion (1) 2,850 2,878 Deferred compensation benefits, net of current portion $ 10,521 $ 11,130 (1) Included in Accrued compensation on the Condensed Consolidated Balance Sheets. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenue by reportable segment and product category: Three Months Ended Six Months Ended (in thousands) February 27, February 29, February 27, February 29, Net Revenues Towable: Fifth Wheel $ 226,942 $ 156,748 $ 467,390 $ 351,937 Travel Trailer 207,042 123,894 415,638 264,357 Other (1) 5,300 2,821 11,157 8,419 Total Towable 439,284 283,463 894,185 624,713 Motorhome: Class A 157,744 179,705 291,910 245,349 Class B 137,170 81,893 246,457 167,349 Class C 79,263 55,657 148,549 122,533 Other (1) 8,398 8,287 18,048 16,202 Total Motorhome 382,575 325,542 704,964 551,433 Corporate / All Other: Other (2) 18,027 17,805 33,868 39,122 Total Corporate / All Other 18,027 17,805 33,868 39,122 Consolidated $ 839,886 $ 626,810 $ 1,633,017 $ 1,215,268 (1) Relates to parts, accessories, and services. (2) Relates to marine, specialty vehicle units, parts, accessories, and services. |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Income Per Share | The following table reflects the calculation of basic and diluted income per share: Three Months Ended Six Months Ended (in thousands, except per share data) February 27, February 29, February 27, February 29, Numerator Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336 Denominator Weighted average common shares outstanding 33,533 33,614 33,571 32,840 Dilutive impact of stock compensation awards 270 304 250 303 Dilutive impact of convertible notes 107 — — — Weighted average common shares outstanding, assuming dilution 33,910 33,918 33,821 33,143 Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution — 45 53 94 Basic income per common share $ 2.06 $ 0.51 $ 3.77 $ 0.95 Diluted income per common share $ 2.04 $ 0.51 $ 3.74 $ 0.95 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Feb. 27, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income By Component | Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: Three Months Ended February 27, 2021 February 29, 2020 (in thousands) Defined Benefit Pension Items Total Defined Benefit Pension Items Total Balance at beginning of period $ (517) $ (517) $ (551) $ (551) Amounts reclassified from AOCI 8 8 8 8 Balance at end of period $ (509) $ (509) $ (543) $ (543) Six Months Ended February 27, 2021 February 29, 2020 (in thousands) Defined Benefit Pension Items Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of period $ (526) $ (526) $ (559) $ 68 $ (491) OCI before reclassifications — — — (68) (68) Amounts reclassified from AOCI 17 17 16 — 16 Net current-period OCI 17 17 16 (68) (52) Balance at end of period $ (509) $ (509) $ (543) $ — $ (543) |
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications out of AOCI, net of tax, were: Three Months Ended Six Months Ended (in thousands) Location on Consolidated Statements February 27, February 29, February 27, February 29, Amortization of net actuarial loss SG&A $ 8 $ 8 $ 17 $ 16 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 17, 2021 | Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 |
Subsequent Event [Line Items] | |||||
Dividends paid per common share (in dollars per share) | $ 0.12 | $ 0.11 | $ 0.24 | $ 0.22 | |
Deferred FICA liability | $ 16.2 | $ 16.2 | |||
Refundable tax credit | 4 | 4 | |||
Refundable tax credit, outstanding | $ 3.2 | $ 3.2 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends paid per common share (in dollars per share) | $ 0.12 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 27, 2021USD ($) | Feb. 29, 2020USD ($) | Feb. 27, 2021USD ($)segment | Feb. 29, 2020USD ($) | Aug. 29, 2020USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 6 | ||||
Number of reportable segments | segment | 2 | ||||
Net Revenues | $ 839,886 | $ 626,810 | $ 1,633,017 | $ 1,215,268 | |
Adjusted EBITDA | 107,965 | 45,429 | 197,258 | 87,477 | |
Capital Expenditures | 6,231 | 12,433 | 14,920 | 19,057 | |
Total Assets | 1,855,795 | 1,855,795 | $ 1,713,700 | ||
Net income | 69,068 | 17,268 | 126,491 | 31,336 | |
Interest expense | 10,052 | 8,651 | 19,993 | 14,700 | |
Provision for income taxes | 21,166 | 3,995 | 38,723 | 7,888 | |
Depreciation | 4,399 | 4,134 | 8,559 | 7,720 | |
Amortization of intangible assets | 3,591 | 7,974 | 7,181 | 11,588 | |
EBITDA | 108,276 | 42,022 | 200,947 | 73,232 | |
Acquisition-related fair-value inventory step-up | 0 | 3,634 | 0 | 4,810 | |
Acquisition-related costs | 0 | 0 | 0 | 9,950 | |
Restructuring expenses | 0 | 43 | 93 | (129) | |
Gain on sale of property and equipment | 0 | 0 | (3,565) | 0 | |
Non-operating income | (311) | (270) | (217) | (386) | |
Retained Earnings | |||||
Segment Reporting Information [Line Items] | |||||
Net income | 69,068 | 17,268 | 126,491 | 31,336 | |
Operating Segments | Towable | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 439,284 | 283,463 | 894,185 | 624,713 | |
Adjusted EBITDA | 62,366 | 34,746 | 125,509 | 70,531 | |
Capital Expenditures | 2,714 | 5,640 | 6,851 | 9,666 | |
Total Assets | 723,388 | 723,388 | 718,253 | ||
Operating Segments | Motorhome | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 382,575 | 325,542 | 704,964 | 551,433 | |
Adjusted EBITDA | 50,969 | 14,946 | 81,312 | 24,277 | |
Capital Expenditures | 3,268 | 5,372 | 7,271 | 7,612 | |
Total Assets | 694,077 | 694,077 | 600,304 | ||
Corporate / All Other | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 18,027 | 17,805 | 33,868 | 39,122 | |
Adjusted EBITDA | (5,370) | (4,263) | (9,563) | (7,331) | |
Capital Expenditures | 249 | $ 1,421 | 798 | $ 1,779 | |
Total Assets | $ 438,330 | $ 438,330 | $ 395,143 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Assets that fund deferred compensation: | ||
Domestic equity funds | $ 838 | $ 626 |
International equity funds | 36 | 34 |
Fixed income funds | 47 | 50 |
Total assets at fair value | 921 | 710 |
Level 1 | ||
Assets that fund deferred compensation: | ||
Domestic equity funds | 838 | 626 |
International equity funds | 36 | 34 |
Fixed income funds | 47 | 50 |
Total assets at fair value | 921 | 710 |
Level 2 | ||
Assets that fund deferred compensation: | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Total assets at fair value | 0 | 0 |
Level 3 | ||
Assets that fund deferred compensation: | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Total assets at fair value | $ 0 | $ 0 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | |
Feb. 27, 2021 | Feb. 29, 2020 | |
Fair Value, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset impairment charges | $ 0 | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 9,184 | $ 17,141 |
Work-in-process | 145,092 | 86,651 |
Raw materials | 160,577 | 114,982 |
Total | 314,853 | 218,774 |
Less last-in, first-out ("LIFO") reserve | 36,385 | 35,833 |
Inventories, net | $ 278,468 | $ 182,941 |
Inventories - Inventory Valuati
Inventories - Inventory Valuation Methods (Details) - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Inventory Disclosure [Abstract] | ||
LIFO basis | $ 131,760 | $ 88,675 |
First-in, first-out basis | 183,093 | 130,099 |
Total | $ 314,853 | $ 218,774 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | Aug. 29, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | $ 329,569 | $ 329,569 | $ 327,183 | ||
Less accumulated depreciation | 155,960 | 155,960 | 152,238 | ||
Property, plant, and equipment, net | 173,609 | 173,609 | 174,945 | ||
Depreciation | 4,399 | $ 4,134 | 8,559 | $ 7,720 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 9,111 | 9,111 | 11,101 | ||
Buildings and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 147,587 | 147,587 | 144,565 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 120,106 | 120,106 | 117,370 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 28,611 | 28,611 | 28,456 | ||
Transportation | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 4,938 | 4,938 | 4,913 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | $ 19,216 | $ 19,216 | $ 20,778 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Feb. 29, 2020 | Feb. 27, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill | $ 348,860 | $ 348,058 | $ 348,058 | $ 274,931 |
Acquisition of Newmar | 73,929 | |||
Corporate / All Other | ||||
Goodwill [Line Items] | ||||
Goodwill | 30,247 | 30,247 | 30,247 | |
Acquisition of Newmar | 0 | |||
Towable | Operating Segments | ||||
Goodwill [Line Items] | ||||
Goodwill | 244,684 | 244,684 | 244,684 | |
Acquisition of Newmar | 0 | |||
Motorhome | Operating Segments | ||||
Goodwill [Line Items] | ||||
Goodwill | 73,929 | $ 73,127 | $ 0 | |
Acquisition of Newmar | $ 73,929 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Nov. 28, 2020 | Feb. 27, 2021 | Aug. 29, 2020 | |
Schedule of Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 469,805 | $ 469,805 | |
Less accumulated amortization | 72,218 | 65,037 | |
Other intangible assets, net | $ 397,587 | 404,768 | |
Weighted average remaining amortization period (in years) | 10 years | ||
Dealer networks | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Life-Years | 12 years 2 months 12 days | 12 years 1 month 6 days | |
Other intangible assets, gross | $ 159,581 | 159,581 | |
Less accumulated amortization | $ 39,070 | 32,487 | |
Backlog | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Life-Years | 6 months | 6 months | |
Other intangible assets, gross | $ 28,327 | 28,327 | |
Less accumulated amortization | $ 28,327 | 28,327 | |
Non-compete agreements | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Life-Years | 4 years 1 month 6 days | 4 years 3 months 18 days | |
Other intangible assets, gross | $ 6,647 | 6,647 | |
Less accumulated amortization | 4,821 | 4,223 | |
Trade names | |||
Schedule of Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 275,250 | $ 275,250 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | Feb. 27, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal 2021 | $ 7,180 |
Fiscal 2022 | 13,719 |
Fiscal 2023 | 13,526 |
Fiscal 2024 | 13,424 |
Fiscal 2025 | 13,219 |
Thereafter | 61,269 |
Total amortization expense remaining | $ 122,337 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Balance at beginning of period | $ 70,502 | $ 61,107 | $ 64,031 | $ 44,436 |
Business acquisition | 0 | 0 | 0 | 15,147 |
Provision | 20,227 | 15,729 | 41,930 | 31,047 |
Claims paid | (14,689) | (16,625) | (29,921) | (30,419) |
Balance at end of period | $ 76,040 | $ 60,211 | $ 76,040 | $ 60,211 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 600,000 | $ 600,000 |
Convertible Notes unamortized interest discount | (67,525) | (74,294) |
Debt issuance costs, net | (12,191) | (13,076) |
Long-term debt, net | 520,284 | 512,630 |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 300,000 | 300,000 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 300,000 | $ 300,000 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreements Narrative (Details) - USD ($) | Jul. 08, 2020 | Nov. 08, 2016 | Feb. 29, 2020 | Jul. 01, 2020 |
Senior Secured Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 300,000,000 | |||
Interest rate, stated percentage | 6.25% | |||
Prior Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 7,500,000 | |||
Debt term | 8 years | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | 249,800,000 | |||
Write off of deferred debt issuance cost | $ 4,700,000 | |||
Interest rate derivative liabilities at fair value | $ 600,000 | |||
ABL Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility amount | $ 192,500,000 | |||
Line of credit facility, commitment fee percentage | 0.25% | |||
ABL Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
ABL Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
ABL Credit Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 19,300,000 |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes Narrative (Details) | Nov. 01, 2019USD ($)day$ / sharesRate | Oct. 30, 2019USD ($)$ / shares | Feb. 27, 2021USD ($) | Aug. 29, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Offering-related costs | $ 12,191,000 | $ 13,076,000 | ||
Call Spread Transactions | ||||
Debt Instrument [Line Items] | ||||
Percentage increase of strike price | 100.00% | |||
Equity component of issuance | 85,000,000 | |||
Equity component of issuance, net of tax | 64,100,000 | |||
Offering-related costs | 9,800,000 | |||
Deferred offering costs classified as liability | 7,000,000 | |||
Deferred offering costs classified as equity | 2,800,000 | |||
Call Spread Transactions | Warrant | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ / shares | $ 96.20 | |||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 300,000,000 | 300,000,000 | ||
Interest rate, stated percentage | 1.50% | |||
Proceeds from issuance of notes | $ 290,200,000 | |||
Conversion rate (in shares) | Rate | 1.56906% | |||
Conversion price (in dollars per share) | $ / shares | $ 63.73 | |||
Number of consecutive trading days | day | 30 | |||
Consecutive business days | day | 5 | |||
Consecutive trading days | day | 5 | |||
Convertible Notes | Convertible Note Hedge Transactions | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ / shares | $ 63.73 | |||
Convertible Notes | Call Spread Transactions | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 215,000,000 | |||
Interest rate, stated percentage | 8.00% | |||
Proceeds from issuance of notes | $ 28,600,000 | |||
Convertible Notes | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of the conversion price | 130.00% | |||
Number of trading days | day | 20 | |||
Convertible Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of the conversion price | 98.00% |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt Contractual Maturities (Details) - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Debt Instrument [Line Items] | ||
Fair value of long-term debt, gross | $ 723,100 | $ 674,700 |
Total Senior Secured Notes and Convertible Notes | 600,000 | $ 600,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Fiscal 2021 | 0 | |
Fiscal 2022 | 0 | |
Fiscal 2023 | 0 | |
Fiscal 2024 | 0 | |
Fiscal 2025 | 300,000 | |
Thereafter | 300,000 | |
Total Senior Secured Notes and Convertible Notes | $ 600,000 |
Employee and Retiree Benefits_2
Employee and Retiree Benefits (Details) - USD ($) $ in Thousands | Feb. 27, 2021 | Aug. 29, 2020 |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Non-qualified deferred compensation | $ 10,583 | $ 11,460 |
Supplemental executive retirement plan | 1,864 | 1,838 |
Executive deferred compensation plan | 924 | 710 |
Deferred compensation benefits | 13,371 | 14,008 |
Less current portion | 2,850 | 2,878 |
Deferred compensation benefits, net of current portion | $ 10,521 | $ 11,130 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) - USD ($) $ in Millions | 6 Months Ended | |
Feb. 27, 2021 | Aug. 29, 2020 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 24 months | |
Percentage of dealer invoice that liability cannot exceed | 100.00% | |
Accrued loss on repurchases | $ 1 | $ 1 |
Obligation to Repurchase from Dealers | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 916.4 | $ 798.9 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 839,886 | $ 626,810 | $ 1,633,017 | $ 1,215,268 |
Operating Segments | Towable | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 439,284 | 283,463 | 894,185 | 624,713 |
Operating Segments | Towable | Fifth Wheel | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 226,942 | 156,748 | 467,390 | 351,937 |
Operating Segments | Towable | Travel Trailer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 207,042 | 123,894 | 415,638 | 264,357 |
Operating Segments | Towable | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 5,300 | 2,821 | 11,157 | 8,419 |
Operating Segments | Motorhome | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 382,575 | 325,542 | 704,964 | 551,433 |
Operating Segments | Motorhome | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 8,398 | 8,287 | 18,048 | 16,202 |
Operating Segments | Motorhome | Class A | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 157,744 | 179,705 | 291,910 | 245,349 |
Operating Segments | Motorhome | Class B | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 137,170 | 81,893 | 246,457 | 167,349 |
Operating Segments | Motorhome | Class C | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 79,263 | 55,657 | 148,549 | 122,533 |
Corporate / All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 18,027 | 17,805 | 33,868 | 39,122 |
Corporate / All Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 18,027 | $ 17,805 | $ 33,868 | $ 39,122 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | Dec. 11, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 4,600 | $ 2,000 | $ 6,981 | $ 3,640 | |
Incentive Compensation Plan 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards issued under the plan (in shares) | 4.1 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Nov. 30, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Proceeds from sale of property | $ 7,700 | $ 7,778 | $ 0 |
Gain on sale of properties | $ 3,600 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Feb. 27, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 23.40% | 20.10% |
Income Per Share (Details)
Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Numerator | ||||
Net income | $ 69,068 | $ 17,268 | $ 126,491 | $ 31,336 |
Denominator | ||||
Weighted average common shares outstanding (in shares) | 33,533,000 | 33,614,000 | 33,571,000 | 32,840,000 |
Dilutive impact of stock compensation awards (in shares) | 270,000 | 304,000 | 250,000 | 303,000 |
Dilutive impact of convertible notes (in shares) | 107,000 | 0 | 0 | 0 |
Weighted average common shares outstanding, assuming dilution (in shares) | 33,910,000 | 33,918,000 | 33,821,000 | 33,143,000 |
Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution (in shares) | 0 | 45,000 | 53,000 | 94,000 |
Basic income per common share (in dollars per share) | $ 2.06 | $ 0.51 | $ 3.77 | $ 0.95 |
Diluted income per common share (in dollars per share) | $ 2.04 | $ 0.51 | $ 3.74 | $ 0.95 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in AOCI by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ 871,558 | $ 785,609 | $ 827,466 | $ 632,212 |
OCI before reclassifications | 0 | (68) | ||
Amounts reclassified from AOCI | 8 | 8 | 17 | 16 |
Total other comprehensive income (loss) | 8 | 8 | 17 | (52) |
Ending balance | 942,364 | 801,524 | 942,364 | 801,524 |
Total | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (517) | (551) | (526) | (491) |
Ending balance | (509) | (543) | (509) | (543) |
Defined Benefit Pension Items | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (517) | (551) | (526) | (559) |
OCI before reclassifications | 0 | 0 | ||
Amounts reclassified from AOCI | 8 | 8 | 17 | 16 |
Total other comprehensive income (loss) | 17 | 16 | ||
Ending balance | $ (509) | (543) | $ (509) | (543) |
Interest Rate Swap | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 68 | |||
OCI before reclassifications | (68) | |||
Amounts reclassified from AOCI | 0 | |||
Total other comprehensive income (loss) | (68) | |||
Ending balance | $ 0 | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassification from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 27, 2021 | Feb. 29, 2020 | Feb. 27, 2021 | Feb. 29, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general, and administrative expenses | $ 53,016 | $ 42,164 | $ 101,415 | $ 93,269 |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of net actuarial loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general, and administrative expenses | $ 8 | $ 8 | $ 17 | $ 16 |