UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K |
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended August 27, 2011; or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________________ to _______________________
Commission File Number 001‑06403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Iowa | 42-0802678 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
P.O. Box 152, Forest City, Iowa | 50436 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (641) 585‑3535
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock ($.50 par value) | The New York Stock Exchange, Inc. | |
Chicago Stock Exchange, Inc. | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o Accelerated Filer x Non-accelerated filer o Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
Aggregate market value of the common stock held by non-affiliates of the registrant: $411,046,818 (28,906,246 shares at the closing price on the New York Stock Exchange of $14.22 on February 25, 2011).
Common stock outstanding on October 4, 2011: 29,137,648 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement relating to the registrant's December 2011 Annual Meeting of Shareholders, scheduled to be held December 13, 2011, are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K where indicated.
Winnebago Industries, Inc.
2011 Form 10-K Annual Report
Table of Contents
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WINNEBAGO INDUSTRIES, INC.
FORM 10‑K
Report for the Fiscal Year Ended August 27, 2011
Forward-Looking Information
Certain of the matters discussed in this Annual Report on Form 10-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. A number of factors could cause actual results to differ materially from these statements, including, but not limited to, increases in interest rates, availability of credit, low consumer confidence, significant increase in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a further or continued slowdown in the economy, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions, integration of operations relating to mergers and acquisitions activities and other factors which may be disclosed throughout this Annual Report on Form 10-K. Although we believe that the expectations reflected in the "forward-looking statements" are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these "forward-looking statements," which speak only as of the date of this report. We undertake no obligation to publicly update or revise any "forward-looking statements," whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.
PART I
Item 1. Business
General
The "Company," "Winnebago Industries," "we," "our" and "us" are used interchangeably to refer to Winnebago Industries, Inc. and its subsidiary, Winnebago of Indiana, LLC, as appropriate in the context.
Winnebago Industries, Inc., headquartered in Forest City, Iowa, is a leading United States manufacturer of recreation vehicles (RV) used primarily in leisure travel and outdoor recreation activities. We sell motor homes through independent dealers under the Winnebago, Itasca and Era brand names.
On December 29, 2010, through a newly formed, wholly-owned subsidiary, Winnebago of Indiana, LLC ("Towables"), also doing business as Winnebago Industries Towables, we purchased substantially all of the assets of SunnyBrook RV, Inc. ("SunnyBrook"), a manufacturer of travel trailers and fifth wheel recreation vehicles. SunnyBrook, located in Middlebury, Indiana, was purchased for $4.7 million, net of cash acquired. We sell travel trailer and fifth wheel RVs primarily under the SunnyBrook brand name. Beginning in the fourth quarter of Fiscal 2011, we also began selling travel trailers under the Winnebago brand name.
Other products manufactured by us consist primarily of original equipment manufacturing (OEM) parts, including extruded aluminum and other component products for other manufacturers and commercial vehicles.
We were incorporated under the laws of the state of Iowa on February 12, 1958, and adopted our present name on February 28, 1961. Our executive offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Our telephone number is (641) 585-3535.
Available Information
Our website, located at www.winnebagoind.com, provides additional information about us. On our website, you can obtain, free of charge, this and prior year Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all of our other filings with the Securities and Exchange Commission ("SEC"). Our recent press releases are also available on our website. Our website also contains important information regarding our corporate governance practices. Information contained on our website is not incorporated into this Annual Report on Form 10-K.
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Principal Products
Net revenues by major product classes were as follows:
Year Ended (1) | |||||||||||||||||||||||||||||
(In thousands) | August 27, 2011 | August 28, 2010 | August 29, 2009 | August 30, 2008 | August 25, 2007 | ||||||||||||||||||||||||
Motor homes (2) | $ | 443,232 | 89.3 | % | $ | 415,277 | 92.4 | % | $ | 178,619 | 84.5 | % | $ | 555,671 | 91.9 | % | $ | 815,895 | 93.8 | % | |||||||||
Towables (3) | 16,712 | 3.4 | % | — | — | % | — | — | % | — | — | % | — | — | % | ||||||||||||||
Motor home parts and services | 13,105 | 2.6 | % | 13,655 | 3.0 | % | 12,559 | 5.9 | % | 16,923 | 2.8 | % | 16,413 | 1.9 | % | ||||||||||||||
Other manufactured products | 23,369 | 4.7 | % | 20,552 | 4.6 | % | 20,341 | 9.6 | % | 31,758 | 5.3 | % | 37,844 | 4.3 | % | ||||||||||||||
Total net revenues | $ | 496,418 | 100.0 | % | $ | 449,484 | 100.0 | % | $ | 211,519 | 100.0 | % | $ | 604,352 | 100.0 | % | $ | 870,152 | 100.0 | % | |||||||||
(1) | The fiscal year ended August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks. |
(2) | Motor home unit revenue less discounts, sales promotions and incentives, and accrued loss on repurchase adjustments. |
(3) | Includes towable units and parts. |
Motor Homes. A motor home is a self-propelled mobile dwelling used primarily as temporary living quarters during vacation and camping trips, or to support some other active lifestyle. The Recreation Vehicle Industry Association (RVIA) classifies motor homes into three types which are defined as follows:
• | Class A models are conventional motor homes constructed directly on medium- and heavy-duty truck chassis, which include the engine and drivetrain components. The living area and driver's compartment are designed and produced by the motor home manufacturer. We manufacture Class A motor homes with gas and diesel engines. |
• | Class B models are panel-type vans to which sleeping, kitchen, and/or toilet facilities are added. These models may also have a top extension to provide more headroom. We manufacture Class B motor homes with diesel engines. |
• | Class C models are motor homes built on van-type chassis onto which the motor home manufacturer constructs a living area with access to the driver's compartment. We manufacture Class C motor homes with gas and diesel engines. |
We manufacture and sell Class A and C motor homes under the Winnebago and Itasca brand names and Class B motor homes under the Era brand name. Our product offerings for the 2012 model year are as follows:
Type | Winnebago | Itasca | Era |
Class A (gas) | Vista, Sightseer, Adventurer | Sunstar, Sunova, Suncruiser | |
Class A (diesel) | Via, Journey, Tour | Reyo, Meridian, Ellipse | |
Class B | Era | ||
Class C | Access, Access Premier, Aspect, View, View Profile | Impulse, Impulse Silver, Cambria, Navion, Navion iQ | |
Motor homes generally provide living accommodations for up to seven people and include kitchen, dining, sleeping and bath areas, and in some models, a lounge. Optional equipment accessories include, among other items, generators, home theater systems, king-size beds, and UltraLeatherTM upholstery and a wide selection of interior equipment. With the purchase of any new motor home, we offer a comprehensive 12-month/15,000-mile warranty on the coach and, for Class A and C motor homes, a 3-year/36,000-mile structural warranty on sidewalls and floors.
Our Class A and C motor homes are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $69,000 to $356,000, depending on size and model, plus optional equipment and delivery charges. Our motor homes range in length from 24 to 42 feet.
Unit sales of our motor homes for the last five fiscal years were as follows:
Year Ended (1) | ||||||||||||||||||||||||
Units | August 27, 2011 | August 28, 2010 | August 29, 2009 | August 30, 2008 | August 25, 2007 | |||||||||||||||||||
Class A | 2,436 | 55.4 | % | 2,452 | 55.3 | % | 822 | 37.4 | % | 3,029 | 47.3 | % | 5,031 | 53.1 | % | |||||||||
Class B | 103 | 2.3 | % | 236 | 5.3 | % | 149 | 6.8 | % | 140 | 2.2 | % | — | — | % | |||||||||
Class C | 1,856 | 42.2 | % | 1,745 | 39.4 | % | 1,225 | 55.8 | % | 3,238 | 50.5 | % | 4,438 | 46.9 | % | |||||||||
Total motor homes | 4,395 | 100.0 | % | 4,433 | 100.0 | % | 2,196 | 100.0 | % | 6,407 | 100.0 | % | 9,469 | 100.0 | % | |||||||||
(1) | The fiscal year ended August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks. |
Towable RVs. A towable is a non-motorized vehicle that connects to a ball hitch mounted on the tow vehicle and is used as temporary living quarters for recreational travel. We manufacture and sell conventional travel trailers which are towed by means of
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a hitch attached to the frame of the towing vehicle and fifth wheel trailers which are constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch.
Our towable product offerings for the 2012 model year are as follows:
Type | Sunnybrook | Winnebago |
Travel trailer | Bristol Bay, Brookside, Harmony, Raven, Sunset Creek, Sunset Creek Sport | Winnebago One |
Fifth wheel | Bristol Bay, Brookside, Harmony, Raven | Winnebago Lite Five |
Our travel trailers and fifth wheels are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $16,000 to $48,000, depending on size and model, plus optional equipment and delivery charges. Our towables range in length from 18 to 37 feet. All new units purchased receive a comprehensive 12-month warranty. Unit sales of our towables for Fiscal 2011 were 575 travel trailers and 194 fifth wheels.
Motor Home Parts and Services. Motor home parts and service activities represent revenues generated by service work we perform for retail customers at our Forest City, Iowa facility and parts we sell to our dealers. As of August 27, 2011, our parts inventory was approximately $2.3 million and is located in a 450,000-square foot warehouse with what we believe to be the most sophisticated distribution and tracking system in the industry. Our competitive strategy is to provide proprietary manufactured parts through our dealer network, which we believe increases customer satisfaction and the value of our motor homes.
Other Manufactured Products. We manufacture aluminum extrusions which are sold to approximately 80 customers. To a limited extent, we manufacture other component parts sold to outside manufacturers. We also manufacture commercial vehicles which are motor home shells, primarily custom designed for the buyer's special needs and requirements, such as law enforcement command centers and mobile medical and dental clinics. These commercial vehicles are sold through our dealer network.
Production
We generally produce motor homes and towables to order from dealers. We have the ability to increase our capacity by scheduling overtime and/or hiring additional production employees or to decrease our capacity through the use of shortened workweeks and/or reducing head count. We have long been known as an industry leader in innovation as each year we introduce new or redesigned products. These changes generally include new floor plans and sizes as well as design and decor modifications.
Our motor homes are produced in the state of Iowa at two different campuses. Our Forest City facilities have been designed to provide vertically integrated production line manufacturing. We also operate an assembly plant and a cabinet products manufacturing facility in Charles City, Iowa. Our motor home bodies are made from various materials and structural components which are typically laminated into rigid, lightweight panels. Body designs are developed with computer design and analysis and subjected to a variety of tests and evaluations to meet our standards and requirements. We manufacture a number of components utilized in our motor homes, with the principal exceptions being chassis, engines, generators and appliances.
Most of our raw materials such as steel, aluminum, fiberglass and wood products are obtainable from numerous sources. Certain parts, especially motor home chassis, are available from a small group of suppliers. We are currently purchasing Class A and C chassis from Ford Motor Company, Mercedes-Benz USA (a Daimler company) and Mercedes-Benz Canada (a Daimler company) and Class A chassis from Freightliner Custom Chassis Corporation (a Daimler company). Class B chassis are purchased from Mercedes-Benz USA and Mercedes-Benz Canada. In Fiscal 2011, only three vendors, Ford Motor Company, Freightliner Custom Chassis Corporation and Mercedes-Benz (USA and Canada combined) individually accounted for more than 10% of our raw material purchases and approximating 46% in the aggregate.
Our towables are produced at an assembly plant located in Middlebury, Indiana. The majority of components are comprised of frames, appliances and furniture and are purchased from suppliers.
Backlog
As of August 27, 2011, we had a backlog for our motor homes of 681 units with an approximate revenue value of $74.7 million. In comparison as of August 28, 2010, our backlog was 818 units with an approximate revenue value of $82.8 million. As of August 27, 2011, we had a backlog for our towables of 293 units with an approximate revenue value of $6.7 million. A more detailed description of our motor home and towable order backlog is included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Distribution and Financing
We market our recreation vehicles on a wholesale basis to a diversified independent dealer organization located throughout the United States and, to a limited extent, in Canada. Foreign sales, including Canada, were 10% or less of net revenues during each of the past three fiscal years. See Note 15 to our Financial Statements of this Annual Report on Form 10-K.
As of August 27, 2011 and August 28, 2010, our motor home dealer organization in the United States and Canada included
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approximately 225 and 230 dealer locations, respectively. We have a number of dealers that carry our Winnebago, Itasca and Era brands; we count each motor home dealer location only once regardless of how many of our brands are offered at each such dealer location. Our towable dealer organization consisted of 172 dealer locations as of August 27, 2011 across the United States and Canada. Many of our towable dealerships also carry more than one of the towable product lines, but each dealership is counted only once in the number of towable dealer locations. During Fiscal 2011, three dealer organizations accounted for approximately 26% of our net revenues. One of our dealer organizations, FreedomRoads, LLC, accounted for 18% of our net revenue, as they sold our products in 43 of their dealership locations across 23 U.S. states.
We have sales and service agreements with dealers which generally have a term of ten years but are subject to annual review. Many of the dealers are also engaged in other areas of business, including the sale of automobiles, trailers or boats, and many dealers carry one or more competitive lines of recreation vehicles. We continue to place high emphasis on the capability of our dealers to provide complete service for our recreation vehicles. Dealers are obligated to provide full service for owners of our recreation vehicles or, in lieu thereof, to secure such service from other authorized providers.
We advertise and promote our products through national RV magazines, the distribution of product brochures, the Go RVing national advertising campaign sponsored by RVIA, direct-mail advertising campaigns, various national promotional opportunities and on a local basis through trade shows, television, radio and newspapers, primarily in connection with area dealers.
Recreation vehicle sales to dealers are made on cash terms. 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 merchandise purchased. As is customary in the recreation vehicle industry, we typically enter into a repurchase agreement with a lending institution financing a dealer's purchase of our product upon the lending institution's request and after completion of a credit check of the dealer involved. Our repurchase agreements provide that for up to 18 months after a unit is financed, in the event of default by the dealer on the agreement to pay the lending institution and repossession of the unit(s) by the lending institution, we will repurchase the financed merchandise. Our maximum exposure for repurchases varies significantly from time to time, depending upon general economic conditions, seasonal shipments, competition, dealer organization, gasoline availability and access to and the cost of financing. See Note 11.
Competition
The recreation vehicle market is highly competitive with many other manufacturers selling products which compete directly with our products. Some of our competitors are much larger than us most notably in the towable recreation vehicle market, which may provide them additional purchasing power. Also, some of our competitors went through Chapter 11 bankruptcy protection during calendar 2009 and their assets were purchased without many of their liabilities (e.g. warranty, product liability, workers' compensation), which we believe reduced their cost structure as compared to ours. The competition in the recreation vehicle industry is based upon design, price, quality and service of the products. We believe our principal competitive advantages are our brand strength, product quality and our service after the sale. We also believe that our motor home products have historically commanded a price premium as a result of these competitive advantages.
Seasonality
The primary use of recreation vehicles for leisure travel and outdoor recreation has historically led to a peak retail selling season concentrated in the spring and summer months. Our sales of recreation vehicles are generally influenced by this pattern in retail sales, but can also be affected by the level of dealer inventory. Our products are generally manufactured against orders from dealers.
Regulations, Trademarks and Patents
We are subject to a variety of federal, state and local laws and regulations, including the National Traffic and Motor Vehicle Safety Act, under which the National Highway Traffic Safety Administration may require manufacturers to recall recreation vehicles that contain safety-related defects, and numerous state consumer protection laws and regulations relating to the operation of motor vehicles, including so-called "Lemon Laws." We are also subject to regulations established by the Occupational Safety and Health Administration (OSHA). Our facilities are periodically inspected by federal and state agencies, such as OSHA. We believe that our products and facilities comply in all material respects with the applicable vehicle safety, consumer protection, RVIA and OSHA regulations and standards. Amendments to any of these regulations or the implementation of new regulations, however, could significantly increase the cost of manufacturing, purchasing, operating or selling our products and could have a material adverse effect on our results of operations. Our failure to comply with present or future regulations could result in fines being imposed on us, potential civil and criminal liability, suspension of sales or production or cessation of operations. In addition, a major product recall could have a material adverse effect on our results of operations.
Our operations are subject to a variety of federal and state environmental laws and regulations relating to the use, generation, storage, treatment, emission and disposal of hazardous materials and wastes and noise pollution. Although we believe that we currently are in compliance with applicable environmental regulations in all material aspects, the failure by us to comply with present or future laws and regulations could result in fines being imposed on us, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process or costly cleanup or capital expenditures, which could have a material adverse effect on our results of operations.
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We have several registered trademarks which include: Access, Adventurer, Aspect, Cambria, Ellipse, Era, Impulse, Itasca, Journey, Meridian, Navion, Outlook, Reyo, Sightseer, Suncruiser, Sunova, Sunstar, Tour, Via, View, Vista, and Winnebago. We believe that our trademarks and trade names are significant to our business and we will vigorously protect them against infringement. We are not dependent upon any patents or technology licenses for the conduct of our business.
Research and Development
Research and development expenditures are expensed as incurred. During Fiscal 2011, 2010 and 2009, we spent approximately $3.3 million, $3.2 million and $3.3 million, respectively on research and development activities.
Human Resources
At the end of Fiscal 2011, 2010 and 2009, we employed approximately 2,130, 1,950 and 1,630 persons, respectively. None of our employees are covered under a collective bargaining agreement. We believe our relations with our employees are good.
Executive Officers of the Registrant
Name | Office (Year First Elected an Officer) | Age |
Robert J. Olson (1) | Chairman of the Board (1996) | 60 |
Randy J. Potts | Chief Executive Officer and President (2006) | 52 |
Raymond M. Beebe | Vice President, General Counsel & Secretary (1974) | 69 |
Robert L. Gossett | Vice President, Administration (1998) | 60 |
Daryl W. Krieger | Vice President, Manufacturing (2010) | 48 |
Roger W. Martin | Vice President, Sales and Marketing (2003) | 51 |
Sarah N. Nielsen | Vice President, Chief Financial Officer (2005) | 38 |
William J. O'Leary | Vice President, Product Development (2001) | 62 |
Donald L. Heidemann | Treasurer and Director of Finance (2007) | 39 |
(1) Director
Officers are elected annually by the Board of Directors. There are no family relationships between or among any of the Corporate Officers or Directors of the Company.
Mr. Olson has over 42 years of experience with Winnebago Industries. He was elected Chairman of the Board in May 2008. He served as Chief Executive Officer from May 2008 to June 2011, President from May 2007 to January 2011, Senior Vice President, Operations from January 2006 to May 2007, Vice President, Manufacturing, from August 1996 to January 2006.
Mr. Potts has over 28 years of experience with Winnebago Industries. He has been Chief Executive Officer since June 2011 and President since January 2011. Prior to that time, he served as Senior Vice President, Strategic Planning from November 2009 to June 2011, Vice President, Manufacturing from October 2006 to November 2009, Director of Manufacturing from February 2006 to October 2006 and as General Manager of Manufacturing Services from November 2000 to February 2006.
Mr. Beebe has over 37 years of experience with Winnebago Industries. He has been Vice President, General Counsel and Secretary since 1986.
Mr. Gossett has over 12 years of experience with Winnebago Industries. He has been Vice President, Administration since joining the Company in 1998.
Mr. Krieger has over 27 years of experience with Winnebago Industries. He has been Vice President, Manufacturing since May 2010. Prior to that time, he served as Director of Manufacturing from November 2009 to May 2010 and General Manager - Fabrication from February 2002 to November 2009.
Mr. Martin has over 17 years of experience with Winnebago Industries. He has been Vice President, Sales and Marketing since February 2003. He joined the Company as Director of Marketing in 1994.
Ms. Nielsen has six years of experience with Winnebago Industries. She has been Vice President and Chief Financial Officer since November 2005. Ms. Nielsen joined the Company in August 2005 as Director of Special Projects and Training. Prior to joining Winnebago Industries, she was employed as a senior audit manager at Deloite & Touche LLP, where she worked from 1995 to 2005. Ms. Nielsen is a Certified Public Accountant.
Mr. O'Leary has over 39 years of experience with Winnebago Industries. He has been Vice President, Product Development since 2001.
Mr. Heidemann has four years of experience with Winnebago Industries. He was elected to the position of Treasurer in August 2007 and has been Director of Finance since August 2011. Prior to joining Winnebago Industries, Mr. Heidemann served in various treasury positions for Select Comfort Corporation from 2003 to July 2007 and served in various treasury positions for Rent-A-Center Incorporated from 1998 to 2003.
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Item 1A. Risk Factors
The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only ones we face, but represent the most significant risk factors that we believe may adversely affect the RV industry and our business, operations or financial position. Additional risks and uncertainties, not presently known to us also may impact our business operations and financial condition.
Risks Related to Our Business
Competition
The market for recreation vehicles is very competitive. Competition in this industry is based upon price, design, value, quality and service. There can be no assurance that existing or new competitors will not develop products that are superior to our recreation vehicles or that achieve better consumer acceptance, thereby adversely affecting market share, sales volume and profit margins. Some of our competitors are much larger than us, most notably in the towable recreation vehicle market, which may provide them additional purchasing power. Also, some of our competitors went through Chapter 11 bankruptcy proceedings and their assets were purchased without many of their liabilities (e.g. warranty, product liability, workers' compensation) which we believe lowered their cost structure as compared to ours. These competitive pressures could have a material adverse effect on our results of operations.
General Economic Conditions and Certain Other External Factors
Companies within the recreation vehicle industry are subject to volatility in operating results due primarily to general economic conditions. Specific factors affecting the recreation vehicle industry include:
• | overall consumer confidence and the level of discretionary consumer spending; |
• | employment trends; |
• | the adverse impact of global tensions on consumer spending and travel-related activities; and |
• | adverse impact on margins of increases in raw material costs which we are unable to pass on to customers without negatively affecting sales. |
Credit Availability and Interest Rates to Dealers and Retail Purchasers
Our business is affected by the availability and terms of the financing to dealers. Generally, recreation vehicle dealers finance their purchases of inventory with financing provided by lending institutions. Two financial flooring institutions held 67% of our total financed dealer inventory dollars that were outstanding at August 27, 2011. In the event that either or both of these lending institutions limit or discontinue dealer financing, we could experience a material adverse effect on our results of operations. Our business is also affected by the availability and terms of financing to retail purchasers. Retail buyers purchasing a motor home or towable may elect to finance their purchase through the dealership or a financial institution of their choice. Substantial increases in interest rates or decreases in the general availability of credit for our dealers or for the retail purchaser may have an adverse impact upon our business and results of operations.
Maintaining Adequate Liquidity and Capital Resources
Although we have historically generated revenues from our operations to pay operating expenses, make capital expenditures, buy back stock and pay cash dividends, our ability to continue to meet our cash requirements over the long term may be substantially more difficult. Due to challenging market conditions in the past few years, revenues generated from motor home sales have been significantly reduced from historical levels, further constraining our liquidity and capital resources. We have taken a number of steps, as discussed in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Analysis of Financial Condition, Liquidity and Resources" below, to maintain our cash position and ensure adequate liquidity. However, the continuation of reduced demand for our products could weaken our liquidity position and materially adversely affect net revenues available for anticipated cash needs. To the extent the initiatives we have undertaken are not successful or we are unable to successfully implement other alternative actions, our ability to cover both short-term and long-term operation requirements would be significantly adversely affected.
Cyclicality and Seasonality
The recreation vehicle industry has been characterized by cycles of growth and contraction in consumer demand, reflecting prevailing economic and demographic conditions, which affect disposable income for leisure-time activities. Consequently, the results for any prior period may not be indicative of results for any future period.
Seasonal factors, over which we have no control, also have an effect on the demand for our products. Demand in the recreation vehicle industry generally declines over the winter season, while sales are generally highest during the spring and summer months. Also, unusually severe weather conditions in some markets may impact demand.
Integration of Acquisitions
In Fiscal 2011 we made an acquisition of a towable manufacturer. The integration and introduction of new models of recreation
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vehicles is important to our future growth. We may incur unexpected expenses and the acceptance of a new product line is uncertain. We may not be able to obtain efficiencies of scale in back office processes or obtain expected purchasing efficiencies via increased volume from mutual suppliers.
Potential Loss of a Large Dealer Organization
During Fiscal 2011, one of our dealer organizations, FreedomRoads, LLC, accounted for 18% of our net revenue, as they sold our products in 43 of their dealership locations across 23 U.S. states. The loss of this dealer organization could have a significant adverse effect on our business. In addition, deterioration in the liquidity or creditworthiness of FreedomRoads, LLC could negatively impact our sales and could trigger repurchase obligations under our repurchase agreements.
Potential Repurchase Liabilities
In accordance with customary practice in the recreation vehicle industry, we enter into formal repurchase agreements with lending institutions pursuant to which we agree, in the event of a default by an independent retailer in its obligation to a lender and repossession of the unit(s) by the lending institution, to repurchase units at declining prices over the term of the agreements, which can last up to 18 months. The difference between the gross repurchase price and the price at which the repurchased product can then be resold, which is typically at a discount to the gross repurchase price, represents a potential expense to us. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary terminations.
Prior to Fiscal 2009, our losses associated with repurchases had not been material. However, the substantial decrease in retail demand for recreation vehicles and tightened credit standards by lenders resulted in a significant increase in defaults by our dealers during Fiscal 2009. Defaults by our dealers decreased significantly in Fiscal 2010 and Fiscal 2011 from the defaults in Fiscal 2009 and the associated losses were not material. If we are obligated to repurchase a larger number of recreation vehicles in the future, this would increase our costs and could have a material adverse effect on our results of operations. (See Note 11.)
Fuel Availability and Price Volatility
Gasoline or diesel fuel is required for the operation of motorized recreation vehicles. There can be no assurance that the supply of these petroleum products will continue uninterrupted or that the price or tax on these petroleum products will not significantly increase in the future. Fuel shortages and substantial increases in fuel prices have had a material adverse effect on the recreation vehicle industry as a whole in the past and could have a material adverse effect on us in the future.
Dependence on Suppliers
Most of our RV components are readily available from numerous sources. However, a few of our components are produced by a small group of quality suppliers. In the case of motor home chassis, Ford Motor Company, Freightliner Custom Chassis Corporation and Mercedes-Benz (USA and Canada) are our major suppliers. Our relationship with our chassis suppliers is similar to our other supplier relationships in that no special contractual commitments are engaged in by either party. Historically, chassis suppliers resort to an industry-wide allocation system during periods when supply is restricted. These allocations have been based on the volume of chassis previously purchased. Sales of motor homes rely on chassis and are affected accordingly. Decisions by our suppliers to decrease production, production delays, or work stoppages by the employees of such suppliers could have a material adverse effect on our ability to produce motor homes and ultimately, on the results of operations.
Warranty Claims
We receive warranty claims from our dealers in the ordinary course of our business. Although we maintain reserves for such claims, which to date have been adequate, there can be no assurance that warranty expense levels will remain at current levels or that such reserves will continue to be adequate. A significant increase in warranty claims exceeding our current warranty expense levels could have a material adverse effect on our results of operations, financial condition and cash flows.
In addition to the costs associated with the contractual warranty coverage provided on our products, we also occasionally incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.
Product Liability
We are subject, in the ordinary course of business, to litigation including a variety of warranty, "Lemon Law" and product liability claims typical in the recreation vehicle industry. We have an insurance policy covering product liability, however, we are self-insured for a portion of product liability claims. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us, which may have a material adverse effect on our results of operations and financial condition. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to rise significantly. It may also increase the amounts we pay in punitive damages, not all of which are covered by our insurance. In addition, if these claims rise to a level of frequency or size that are significantly higher than similar claims made against our competitors, our reputation and business may be harmed.
7
Government Regulation
We are subject to numerous federal, state and local regulations governing the manufacture and sale of our products, including the provisions of the National Traffic and Motor Vehicle Safety Act ("Motor Vehicle Act"), and the safety standards for recreation vehicles and components which have been established under the Motor Vehicle Act by the Department of Transportation. The Motor Vehicle Act authorizes the National Highway Traffic Safety Administration to require a manufacturer to recall and repair vehicles which contain certain hazards or defects. Any recalls of our vehicles, voluntary or involuntary, could have a material adverse effect on our results of operations, financial condition and cash flows.
We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called "Lemon Laws." Federal and state laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles, including motor homes that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions.
Finally, federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect us and our operations. Failure to comply with any of the foregoing laws or regulations could have an adverse impact on our results of operations, financial condition and cash flows.
Risks Related to Our Company
Anti-takeover Effect
Provisions of our articles of incorporation, by-laws and the Iowa Business Corporation Act could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial by our shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our principal manufacturing, maintenance and service operations are conducted in multibuilding complexes owned or leased by us. The following sets forth our material facilities as of August 27, 2011:
Location | Facility Type/Use | # of Buildings | Owned or Leased | Square Footage | ||
Forest City, Iowa | Manufacturing, maintenance, service and office | 30 | Owned | 1,558,000 | ||
Forest City, Iowa | Warehouse | 4 | Owned | 702,000 | ||
Charles City, Iowa | Manufacturing | 2 | Owned | 161,000 | ||
Hampton, Iowa | Assets Held for Sale (Manufacturing) | 2 | Owned | 135,000 | ||
Middlebury, Indiana | Manufacturing and office | 4 | Leased | 277,000 | ||
42 | 2,833,000 | |||||
The facilities that we own in Forest City, Charles City and Hampton are located on approximately 500 acres of land. We lease 244,000 square feet of our warehouse facilities in Forest City to others. Most of our buildings are of steel or steel and concrete construction and are protected from fire with high‑pressure sprinkler systems, dust collector systems, automatic fire doors and alarm systems. We believe that our facilities and equipment are well maintained, in excellent condition and suitable for the purposes for which they are intended.
In January 2011, we entered into a five year lease agreement with FFT Land Management for real property consisting of four buildings and approximately 30 acres of land located in Middlebury, Indiana. The buildings are being utilized to manufacture towable trailers. See further discussion in Note 19.
Under terms of our credit facility, as further described in Note 8, we have encumbered substantially all of our real property for the benefit of the lender under such facility.
Item 3. Legal Proceedings
We are involved in various legal proceedings which are ordinary routine litigation incidental to our business, some of which are covered in whole or in part by insurance. We are not able to estimate the ultimate legal and financial liability with respect to this litigation. We believe, however, that while the final resolution of any such litigation may have an impact on our results for a particular reporting period, the ultimate disposition of such litigation will not have any material adverse effect on our financial position, results of operations or liquidity.
8
Item 4. (Removed and Reserved)
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York and Chicago Stock Exchanges with the ticker symbol of WGO.
Below are the New York Stock Exchange high, low and closing prices of Winnebago Industries, Inc. common stock for each quarter of Fiscal 2011 and Fiscal 2010:
Fiscal 2011 | High | Low | Close | Fiscal 2010 | High | Low | Close | |||||||||||||
First Quarter | $ | 12.25 | $ | 8.35 | $ | 10.54 | First Quarter | $ | 16.44 | $ | 10.67 | $ | 11.08 | |||||||
Second Quarter | 16.60 | 10.20 | 14.22 | Second Quarter | 13.97 | 10.27 | 11.68 | |||||||||||||
Third Quarter | 15.77 | 11.25 | 11.52 | Third Quarter | 17.43 | 11.40 | 12.13 | |||||||||||||
Fourth Quarter | 11.74 | 6.31 | 7.14 | Fourth Quarter | 13.17 | 8.10 | 9.05 | |||||||||||||
Holders
Shareholders of record as of October 4, 2011: 3,479
Dividends Paid Per Share
On October 15, 2008, our Board of Directors suspended future cash dividend payments in order to conserve capital and to maintain liquidity. As a result, no dividends have been paid since the first quarter of Fiscal 2009.
Our credit facility, as further described in Note 8, contains covenants that limit our ability, among other things, to pay cash dividends without the consent of Burdale Capital Finance, Inc., as Agent and the lenders thereunder, in their sole discretion.
Issuer Purchases of Equity Securities
On December 19, 2007, the Board of Directors authorized the repurchase of outstanding shares of our common stock, depending on market conditions, for an aggregate consideration of up to $60 million. There is no time restriction on this authorization. During Fiscal 2011, approximately 8,000 shares were repurchased under the authorization, at an aggregate cost of approximately $89,000. These shares were repurchased from employees who vested in Winnebago shares during the year and elected to pay their payroll tax via shares as opposed to cash. As of August 27, 2011, there was approximately $59.2 million remaining under this authorization. However, our credit facility, as further described in Note 8, contains covenants that limit our ability, among other things, except for limited redemptions of Winnebago Industries' common stock from employees, to make distributions or payments with respect to or purchases of Winnebago Industries' common stock without the consent of Burdale Capital Finance, Inc., as Agent and the lenders thereunder, in their sole discretion.
We did not purchase any shares of our common stock during the fourth quarter of Fiscal 2011.
Equity Compensation Plan Information
The following table provides information as of August 27, 2011 with respect to shares of our common stock that may be issued under our existing equity compensation plans:
(a) | (b) | (c) | |||||||
(Adjusted for the 2-for-1 Stock Split on March 5, 2004) Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a)) | ||||||
Equity compensation plans approved by shareholders | 812,983 | (1) | $ | 28.84 | 2,962,731 | (2) | |||
Equity compensation plans not approved by shareholders (3) | 119,896 | (4) | 13.97 | — | (5) | ||||
Total | 932,879 | $ | 26.93 | 2,962,731 | |||||
(1) | This number includes 618,445 stock options granted under the 2004 Incentive Compensation Plan, as amended (the "Plan"). Also included are 194,538 options granted under the 1997 Stock Option Plan. |
(2) | This number represents stock options available for grant under the Plan as of August 27, 2011. The Plan replaced the 1997 Stock Option Plan |
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effective January 1, 2004. No new grants may be made under the 1997 Stock Option Plan. Any stock options previously granted under the 1997 Stock Option Plan will continue to be exercisable in accordance with their original terms and conditions.
(3) | Our sole equity compensation plan not previously submitted to our shareholders for approval is the Directors' Deferred Compensation Plan. The Board of Directors may terminate the Directors' Deferred Compensation Plan at any time. If not terminated earlier, the Directors' Deferred Compensation Plan will automatically terminate on June 30, 2013. For a description of the key provisions of the Directors' Deferred Compensation Plan, see the information in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December 13, 2011 under the caption "Director Compensation," which information is incorporated by reference herein. |
(4) | Represents shares of common stock issued to a trust which underlie stock units, payable on a one-for-one basis, credited to stock unit accounts as of August 27, 2011 under the Directors' Deferred Compensation Plan. |
(5) | The table does not reflect a specific number of stock units which may be distributed pursuant to the Directors' Deferred Compensation Plan. The Directors' Deferred Compensation Plan does not limit the number of stock units issuable thereunder. The number of stock units to be distributed pursuant to the Directors' Deferred Compensation Plan will be based on the amount of the director's compensation deferred and the per share price of our common stock at the time of deferral. |
Performance Graph
The following graph compares our five-year cumulative total shareholder return (including reinvestment of dividends) with the cumulative total return on the Standard & Poor's 500 Index and a peer group. The peer group companies consisting of Thor Industries, Inc., Polaris Industries, Inc. and Brunswick Corporation were selected by us as they also manufacture recreation products. It is assumed in the graph that $100 was invested in our common stock, in the Standard & Poor's 500 Index and in the stocks of the peer group companies on August 26, 2006 and that all dividends received within a quarter were reinvested in that quarter. In accordance with the guidelines of the SEC, the shareholder return for each entity in the peer group index has been weighted on the basis of market capitalization as of each annual measurement date set forth in the graph.
Base Period | |||||||||||||||||
Company/Index | 8/26/06 | 8/25/07 | 8/30/08 | 8/29/09 | 8/28/10 | 8/27/11 | |||||||||||
Winnebago Industries, Inc. | 100.00 | 99.23 | 42.24 | 43.69 | 34.03 | 26.85 | |||||||||||
S&P 500 Index | 100.00 | 116.36 | 103.06 | 84.93 | 89.65 | 101.07 | |||||||||||
Peer Group | 100.00 | 109.40 | 72.12 | 66.76 | 82.14 | 112.76 | |||||||||||
Item 6. Selected Financial Data (See pages 58 and 59)
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in eight sections:
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Our MD&A should be read in conjunction with the Financial Statements and related Notes included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Executive Overview
Winnebago Industries, Inc. is a leading U.S. manufacturer of recreation vehicles with a proud history of manufacturing RV products for more than 50 years. We produce all of our motor homes in highly vertically integrated manufacturing facilities in the state of Iowa and we produce all travel trailer and fifth wheels ("towables products") in Indiana. We distribute our products through independent dealers throughout the United States and Canada, who then retail the products to the end consumer. We have been a leader in the industry with one of the highest retail market share in the U.S. of Class A and Class C motor homes combined for the past ten calendar years and through calendar 2011 year through August 2011 according to Statistical Surveys, Inc. (Statistical Surveys) reporting. We held the number three retail market share position in Canada for calendar 2010, which was approximately 15% of the size of the U.S. market for calendar 2010. The reduction in Class B retail market share reflected below is a result of our decision to discontinue the Era (Class B) product during model year 2011. We have subsequently reintroduced the Era in the 2012 model year and have begun shipping product to our dealers and believe that our retail market share will improve once the dealers are adequately stocked.
Our retail unit market share, as reported by Statistical Surveys, is as follows:
Through August 31, | Calendar Year | ||||||||||
US Retail Motorized: | 2011 | 2010 | 2010 | 2009 | 2008 | ||||||
Class A gas | 22.4 | % | 23.0 | % | 23.7 | % | 22.9 | % | 23.2 | % | |
Class A diesel | 17.2 | % | 13.5 | % | 15.2 | % | 11.4 | % | 8.1 | % | |
Total Class A | 20.2 | % | 18.2 | % | 19.5 | % | 16.6 | % | 15.3 | % | |
Class C | 16.6 | % | 17.3 | % | 17.9 | % | 22.7 | % | 22.8 | % | |
Total Class A and C | 18.5 | % | 17.8 | % | 18.8 | % | 19.1 | % | 18.3 | % | |
Class B | 4.6 | % | 17.6 | % | 15.6 | % | 18.1 | % | 3.5 | % | |
Through July 31, | Calendar Year | ||||||||||
Canadian Retail Motorized: | 2011 | 2010 | 2010 | 2009 | 2008 | ||||||
Class A gas | 16.4 | % | 14.8 | % | 14.9 | % | 13.8 | % | 18.4 | % | |
Class A diesel | 19.5 | % | 9.9 | % | 9.9 | % | 7.0 | % | 5.3 | % | |
Total Class A | 17.6 | % | 12.5 | % | 12.6 | % | 10.0 | % | 12.4 | % | |
Class C | 17.0 | % | 14.9 | % | 13.8 | % | 9.5 | % | 19.5 | % | |
Total Class A and C | 17.3 | % | 13.9 | % | 13.2 | % | 9.8 | % | 15.7 | % | |
Through August 31, 2011 | Through July 31, 2011 | |||
Retail Towable: | U.S. | Canadian | ||
Travel trailer | 0.6 | % | 0.3 | % |
Fifth Wheel | 0.4 | % | 0.5 | % |
Total Towables | 0.6 | % | 0.4 | % |
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Certain key metrics for our Class A, B and C motor homes are provided in the table below:
As of Quarter End | |||||||
(In units and presented in fiscal quarters) | Wholesale Deliveries | Retail Registrations | Dealer Inventory | Order Backlog | |||
First quarter 2010 | 794 | 921 | 1,567 | 1,521 | |||
Second quarter 2010 | 1,109 | 654 | 2,022 | 1,159 | |||
Third quarter 2010 | 1,366 | 1,388 | 2,000 | 935 | |||
Fourth quarter 2010 | 1,164 | 1,120 | 2,044 | 818 | |||
Fiscal 2010 | 4,433 | 4,083 | |||||
First quarter 2011 | 1,115 | 1,093 | 2,066 | 698 | |||
Second quarter 2011 | 909 | 796 | 2,179 | 957 | |||
Third quarter 2011 | 1,283 | 1,394 | 2,068 | 642 | |||
Fourth quarter 2011 | 1,088 | 1,198 | 1,958 | 681 | |||
Fiscal 2011 | 4,395 | 4,481 | |||||
We saw improvement in Fiscal 2011 in nearly all aspect of our business, but most notably in our operating performance with operating income of $11.3 million as compared to $520,000 in the prior year. This improvement primarily occurred during the first two quarters of Fiscal 2011, but deteriorated during the second half of Fiscal 2011 due to a softening in the overall RV market and in the general economy. Our increased revenues in Fiscal 2011 allowed for greater absorption of our fixed costs and improved labor efficiencies, which had a favorable effect on our profit margins. The most significant reason for the increased motor home revenue was the increase to our average selling price. Our motor home average selling price increased 6.7% due to a stronger mix of higher-priced product sold, which has also positively impacted our margins. As evidenced in the table above, our retail registrations were up nearly 10% over the prior fiscal year.
As discussed in Item 1 and Note 2, on December 29, 2010, we purchased substantially all of the assets of SunnyBrook, a manufacturer of travel trailer and fifth wheel recreation vehicles located in Middlebury, Indiana. This transaction allowed us to enter the much larger towable segment of the recreation vehicle industry and provides us the potential for future growth opportunities. Fiscal 2011 was a year of investment in this operational segment as subsequent to the acquisition, we incurred operational losses of $1.5 million during the year in part related to the integration of systems, expansion of the distribution network and the development of a new Winnebago branded towable product line which includes the Winnebago One travel trailer and Lite Five fifth wheel trailer.
Industry Outlook
Key statistics for the motor home industry are as follows:
U.S. and Canada Industry Class A, B & C Motor Homes | ||||||||||||||||||||
Wholesale Shipments(1) | Retail Registrations(2) | |||||||||||||||||||
Calendar Year | Calendar Year | |||||||||||||||||||
(In units) | 2010 | 2009 | Increase | Change | 2010 | 2009 | Increase | Change | ||||||||||||
First quarter | 5,700 | 2,400 | 3,300 | 137.5 | % | 4,900 | 4,800 | 100 | 2.1 | % | ||||||||||
Second quarter | 7,800 | 3,200 | 4,600 | 143.8 | % | 8,300 | 7,100 | 1,200 | 16.9 | % | ||||||||||
Third quarter | 6,200 | 3,300 | 2,900 | 87.9 | % | 6,000 | 5,800 | 200 | 3.4 | % | ||||||||||
Fourth quarter | 5,600 | 4,300 | 1,300 | 30.2 | % | 4,600 | 4,200 | 400 | 9.5 | % | ||||||||||
Total | 25,300 | 13,200 | 12,100 | 91.7 | % | 23,800 | 21,900 | 1,900 | 8.7 | % | ||||||||||
(In units) | 2011 | 2010 | Increase(Decrease) | Change | 2011 | 2010 | Increase(Decrease) | Change | ||||||||||||
First quarter | 6,900 | 5,700 | 1,200 | 21.1 | % | 5,100 | 4,900 | 200 | 4.1 | % | ||||||||||
Second quarter | 7,800 | 7,800 | — | — | % | 7,900 | 8,300 | (400 | ) | (4.8 | )% | |||||||||
July | 1,700 | 1,900 | (200 | ) | (10.5 | )% | 2,000 | 2,200 | (200 | ) | (9.1 | )% | ||||||||
August | 1,900 | 2,300 | (400 | ) | (17.4 | )% | 1,700 | (4 | ) | 1,900 | (200 | ) | (10.5 | )% | ||||||
September | 1,800 | (3) | 2,000 | (200 | ) | (10.0 | )% | (5 | ) | 1,900 | ||||||||||
Fourth quarter | 4,300 | (3) | 5,600 | (1,300 | ) | (23.2 | )% | (5 | ) | 4,600 | ||||||||||
Total | 24,400 | (3) | 25,300 | (900 | ) | (3.6 | )% | 16,700 | 23,800 | (600 | ) | (2.5 | )% | |||||||
(1) | Class A, B and C wholesale shipments as reported by RVIA, rounded to the nearest hundred. |
(2) | Class A, B and C retail registrations as reported by Statistical Surveys for the U.S. and Canada combined, rounded to the nearest hundred. |
(3) | Based upon forecasted 2011 Class A, B and C wholesale shipments as reported by RVIA in the Roadsigns Fall 2011 issue. |
(4) | U.S. retail registrations for Class A, B and C for August 2011. Canadian retail registrations are not yet available. |
(5) | Statistical Surveys has not issued a projection for 2011 retail demand. |
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The size of the motorized retail market in Calendar 2009 and 2010 (under 25,000 units) was less than half of what the industry norms had been prior to the recession and thus far, retail registration trends in Calendar 2011 are not noticeably different than the prior year. RVIA, in its most recent Roadsigns publication, attributes the flat retail environment to the uncertainty about the job market, stagnating wages and depressed home values. RVIA also indicates that the last downturn was more severe than typical and that while the slowdown in the year ahead can be expected to be milder than average, it is unfortunately expected to be more long lasting. RVIA forecasts that motor home shipments in Calendar 2012 will be 23,200.
Key statistics for the towable industry are as follows:
U.S. and Canada Travel Trailer & Fifth Wheel Industry | |||||||||||||||||||||
Wholesale Shipments(1) | Retail Registrations(2) | ||||||||||||||||||||
Calendar Year | Calendar Year | ||||||||||||||||||||
(In units) | 2010 | 2009 | Increase | Change | 2010 | 2009 | Increase | Change | |||||||||||||
First quarter | 49,300 | 24,800 | 24,500 | 98.8 | % | 31,100 | 28,900 | 2,200 | 7.6 | % | |||||||||||
Second quarter | 62,300 | 34,600 | 27,700 | 80.1 | % | 69,400 | 60,000 | 9,400 | 15.7 | % | |||||||||||
Third quarter | 48,600 | 41,500 | 7,100 | 17.1 | % | 57,200 | 49,900 | 7,300 | 14.6 | % | |||||||||||
Fourth quarter | 39,000 | 37,400 | 1,600 | 4.3 | % | 28,300 | 25,300 | 3,000 | 11.9 | % | |||||||||||
Total | 199,200 | 138,300 | 60,900 | 44.0 | % | 186,000 | 164,100 | 21,900 | 13.3 | % | |||||||||||
(In units) | 2011 | 2010 | Increase(Decrease) | Change | 2011 | 2010 | Increase(Decrease) | Change | |||||||||||||
First quarter | 54,200 | 49,300 | 4,900 | 9.9 | % | 33,300 | 31,100 | 2,200 | 7.1 | % | |||||||||||
Second quarter | 66,000 | 62,300 | 3,700 | 5.9 | % | 73,900 | 69,400 | 4,500 | 6.5 | % | |||||||||||
July | 15,100 | 16,600 | (1,500 | ) | (9.0 | )% | 21,600 | 21,900 | (300 | ) | (1.4 | )% | |||||||||
August | 18,100 | 18,200 | (100 | ) | (.5 | )% | 16,100 | (4 | ) | 19,400 | (3,300 | ) | (17.0 | )% | |||||||
September | 15,700 | (3 | ) | 13,800 | 1,900 | 13.8 | % | (5 | ) | 15,900 | |||||||||||
Fourth quarter | 39,700 | (3 | ) | 39,000 | 700 | 1.8 | % | (5 | ) | 28,300 | |||||||||||
Total | 208,800 | (3 | ) | 199,200 | 9,600 | 4.8 | % | 144,900 | 186,000 | 3,100 | 1.7 | % | |||||||||
(1) | Towable wholesale shipments as reported by RVIA, rounded to the nearest hundred. |
(2) | Towable retail registrations as reported by Statistical Surveys for the U.S. and Canada combined, rounded to the nearest hundred. |
(3) | Based upon forecasted 2011 Towable wholesale shipments as reported by RVIA in the Roadsigns Fall 2011 issue. |
(4) | U.S. retail registrations for Class A, B and C for August 2011. Canadian retail registrations are not yet available. |
(5) | Statistical Surveys has not issued a projection for 2011 retail demand. |
The towable retail market has not been as negatively impacted in recent years as the motorized market. The size of the market is forecasted to be nearly nine times larger than the motorized market on a unit basis in Calendar 2011. This is primarily due to the fact that average price of a towable unit is considerably less than a motor home. RVIA forecasts that towable shipments in Calendar 2012 will be 206,500.
Company Outlook
Based on our profitable operating results in Fiscal 2011, we believe that we have demonstrated our ability to maintain our liquidity, cover operations costs, recover fixed assets, and maintain physical capacity at present levels. Now that we have entered into the towable market, we have the potential to grow revenues and earnings in a market significantly larger than the motorized market.
We believe retail sales will be the key driver to improvement of the recreation vehicle market. We also believe that future dealer buying patterns will continue to be primarily based on retail demand, thus dealers are expected to order approximately one new unit as one is retailed. Our viewpoint is that dealers post-recession are much more cautious about their level of inventory and are more focused on their retail turn rate than they were as a group pre-recession. We plan to continue to focus on those same metrics, closely reviewing the aging of dealer inventory and retail turns by product series. Consistent with our current practice, we will continue to adjust our weekly production rate up or down based on market demand. Negative factors that may hinder retail sales include the current low level of consumer confidence, continued high unemployment levels and uncertainty regarding fuel prices.
Impact of Inflation
Materials cost is the primary component in the cost of our products. In Fiscal 2011, we incurred modest increases in raw material and component costs. Historically, the impact of inflation on our operations has not been significantly detrimental, as we have usually been able to adjust our prices to reflect the inflationary impact on the cost of manufacturing our products. While we have historically been able to pass on these increased costs, in the event we are unable to continue to do so due to market conditions, future increases in manufacturing costs could have a material adverse effect on our results of operations.
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Our unit order backlog was as follows:
As Of | |||||||||||||||||
(In units) | August 27, 2011 | August 28, 2010 | (Decrease) Increase | % Change | |||||||||||||
Class A gas | 230 | 33.8 | % | 272 | 33.2 | % | (42 | ) | (15.4 | )% | |||||||
Class A diesel | 177 | 26.0 | % | 218 | 26.7 | % | (41 | ) | (18.8 | )% | |||||||
Total Class A | 407 | 59.8 | % | 490 | 59.9 | % | (83 | ) | (16.9 | )% | |||||||
Class B | 71 | 10.4 | % | — | — | % | 71 | 100.0 | % | ||||||||
Class C | 203 | 29.8 | % | 328 | 40.1 | % | (125 | ) | (38.1 | )% | |||||||
Total motor home backlog(1) | 681 | 100.0 | % | 818 | 100.0 | % | (137 | ) | (16.7 | )% | |||||||
Travel trailer | 187 | 63.8 | % | ||||||||||||||
Fifth wheel | 106 | 36.2 | % | ||||||||||||||
Total towable backlog(1) | 293 | 100.0 | % | ||||||||||||||
Approximate backlog revenue | |||||||||||||||||
in thousands | |||||||||||||||||
Motor home | $ | 74,704 | $ | 82,773 | $ | (8,069 | ) | (9.7 | )% | ||||||||
Towable | $ | 6,669 | |||||||||||||||
(1) | We include in our backlog all accepted purchase orders from dealers to be shipped within the next six months. Orders in backlog can be canceled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales. |
Results of Operations
Fiscal 2011 Compared to Fiscal 2010
The following is an analysis of changes in key items included in the statements of operations for the fiscal year ended August 27, 2011 compared to the fiscal year ended August 28, 2010:
Year Ended | |||||||||||||||
(In thousands, except percent and per share data) | August 27, 2011 | % of Revenues(1) | August 28, 2010 | % of Revenues(1) | Increase (Decrease) | % Change | |||||||||
Net revenues | $ | 496,418 | 100.0 | % | $ | 449,484 | 100.0 | % | $ | 46,934 | 7.9 | % | |||
Cost of goods sold | 456,664 | 92.0 | % | 423,217 | 94.2 | % | 33,447 | 7.9 | % | ||||||
Gross profit | 39,754 | 8.0 | % | 26,267 | 5.8 | % | 13,487 | 51.3 | % | ||||||
Selling | 14,251 | 2.9 | % | 12,724 | 2.8 | % | 1,527 | 12.0 | % | ||||||
General and administrative | 14,263 | 2.9 | % | 13,023 | 2.9 | % | 1,240 | 9.5 | % | ||||||
Assets held for sale impairment and (gain), net | (39 | ) | — | % | — | — | % | (39 | ) | NMF | |||||
Operating expenses | 28,475 | 5.7 | % | 25,747 | 5.7 | % | 2,728 | 10.6 | % | ||||||
Operating income | 11,279 | 2.3 | % | 520 | 0.1 | % | 10,759 | NMF | |||||||
Non-operating income | 658 | 0.1 | % | 222 | — | % | 436 | 196.4 | % | ||||||
Pre-tax income | 11,937 | 2.4 | % | 742 | 0.2 | % | 11,195 | NMF | |||||||
Provision (benefit) for taxes | 94 | — | % | (9,505 | ) | (2.1 | )% | 9,599 | (101.0 | )% | |||||
Net income | $ | 11,843 | 2.4 | % | $ | 10,247 | 2.3 | % | $ | 1,596 | 15.6 | % | |||
Diluted income per share | $ | 0.41 | $ | 0.35 | $ | 0.06 | 17.1 | % | |||||||
Diluted average shares outstanding | 29,148 | 29,101 | |||||||||||||
(1) Percentages may not add due to rounding differences.
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Unit deliveries and average sales price (ASP), net of discounts, consisted of the following:
Year Ended | |||||||||||||||
(In units) | August 27, 2011 | Product Mix % (1) | August 28, 2010 | Product Mix % (1) | Increase(Decrease) | % Change | |||||||||
Motor homes: | |||||||||||||||
Class A gas | 1,518 | 34.5 | % | 1,483 | 33.4 | % | 35 | 2.4 | % | ||||||
Class A diesel | 918 | 20.9 | % | 969 | 21.9 | % | (51 | ) | (5.3 | )% | |||||
Total Class A | 2,436 | 55.4 | % | 2,452 | 55.3 | % | (16 | ) | (0.7 | )% | |||||
Class B | 103 | 2.3 | % | 236 | 5.3 | % | (133 | ) | (56.4 | )% | |||||
Class C | 1,856 | 42.2 | % | 1,745 | 39.4 | % | 111 | 6.4 | % | ||||||
Total motor home deliveries | 4,395 | 100.0 | % | 4,433 | 100.0 | % | (38 | ) | (0.9 | )% | |||||
ASP (in thousands) | $ | 102 | $ | 96 | $ | 6 | 6.7 | % | |||||||
Towables: | |||||||||||||||
Travel trailer | 575 | 74.8 | % | ||||||||||||
Fifth wheel | 194 | 25.2 | % | ||||||||||||
Total towable deliveries | 769 | 100.0 | % | ||||||||||||
ASP (in thousands) | $ | 21 | |||||||||||||
(1) Percentages may not add due to rounding differences.
Net revenues consisted of the following:
Year Ended | |||||||||||||||||
(In thousands) | August 27, 2011 | August 28, 2010 | Increase (Decrease) | % Change | |||||||||||||
Motor homes (1) | $ | 443,232 | 89.3 | % | $ | 415,277 | 92.4 | % | $ | 27,955 | 6.7 | % | |||||
Towables (2) | 16,712 | 3.4 | % | — | — | % | 16,712 | 100.0 | % | ||||||||
Motor home parts and services | 13,105 | 2.6 | % | 13,655 | 3.0 | % | (550 | ) | (4.0 | )% | |||||||
Other manufactured products | 23,369 | 4.7 | % | 20,552 | 4.6 | % | 2,817 | 13.7 | % | ||||||||
Total net revenues | $ | 496,418 | 100.0 | % | $ | 449,484 | 100.0 | % | $ | 46,934 | 10.4 | % | |||||
(1) | Motor home unit revenue less discounts, sales promotions and incentives, and accrued loss on repurchase adjustments. |
(2) | Includes towable units and parts. |
The increase in motor home net revenues of $28.0 million or 6.7% was entirely attributed to an increase in motor home ASP, which was also 6.7%, as unit deliveries were essentially flat compared to Fiscal 2010. The increase in motor home ASP was primarily a result of more higher-priced Class A diesel units sold this year.
Towables revenues of $16.7 million were incremental in Fiscal 2011 and represented revenue since the SunnyBrook acquisition date of December 29, 2010.
Cost of goods sold was $456.7 million, or 92.0% of net revenues for Fiscal 2011 compared to $423.2 million, or 94.2% of net revenues for Fiscal 2010 due to the following:
• | Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, decreased to 84.0% this year from 85.2% last year which was primarily a result of increased sales volume. Also impacting our variable costs were the following two significant items: |
◦ | Our variable costs were positively impacted by an inventory adjustment as a result of the annual physical inventory performed in the second quarter of Fiscal 2011. The favorable adjustment was the result of lower actual inventory scrap and production material loss than recent historical experience, which had the effect of increasing gross profit and inventories by $3.5 million. Conversely, a negative inventory adjustment of $600,000 was recorded in the fourth quarter of Fiscal 2011 as a result of a Towables physical inventory. These adjustments in the aggregate favorably impacted our material, labor, variable overhead and fixed overhead costs by 0.6% as a percentage of net revenues. |
◦ | Our variable costs were unfavorably impacted by $2.1 million, or 0.4%, of net revenues this year due to last-in, first-out (LIFO) inventory expense, as compared to a LIFO inventory gain on liquidation of $783,000, or 0.2%, of net revenues last year. This increase is due to inflation and higher inventory levels this year. |
• | Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to 8.0% of net revenues compared to 8.9% last year. With similar spending levels, the difference was due primarily to increased revenues this year. |
• | All factors considered, gross profit increased to 8.0% of net revenues from 5.8% of net revenues. |
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Selling expenses increased $1.5 million, or 12.0%, in Fiscal 2011. The expense increase was primarily due to operating expenses associated with Towables and increases in advertising and wage-related expenses. As a percent of net revenues, selling expenses were 2.9% and 2.8% in Fiscal 2011 and Fiscal 2010, respectively.
General and administrative expenses increased $1.2 million, or 9.5%, in Fiscal 2011. This increase was due primarily to increases in wage-related expenses of $1.4 million and legal expenses of $1.1 million partially offset by a decrease in product liability expenses of $830,000. As a percent of net revenues, general and administrative expenses were flat year over year at 2.9%.
In the first quarter of Fiscal 2011 we realized a gain of $644,000 on the sale of an idled assembly facility in Charles City, Iowa, (CCMF) one of our assets held for sale. Conversely, an impairment of $605,000 was recorded in the third quarter of Fiscal 2011 on our Hampton facility. See Note 6.
Non-operating income increased $436,000 or 196.4%, in Fiscal 2011. This difference is primarily the result of incurring a one-time expense of $375,000 in Fiscal 2010 to terminate a credit and security agreement with Wells Fargo. We also received proceeds from company-owned life insurance (COLI) policies during Fiscal 2011, partially offset by lower investment income. See Note 13.
The overall effective income tax rate for this year was an expense of 0.8% compared to a benefit of 1,281.0% last year. The following table breaks down the two aforementioned tax rates:
Year Ended | |||||||||||
August 27, 2011 | August 28, 2010 | ||||||||||
(In thousands) | Amount | Effective Rate | Amount | Effective Rate | |||||||
Tax expense on current operations | $ | 2,596 | 21.7 | % | $ | 667 | 89.9 | % | |||
Valuation allowance decrease | (2,013 | ) | (16.8 | )% | (5,456 | ) | (735.3 | )% | |||
Uncertain tax positions settlements and adjustments | (489 | ) | (4.1 | )% | (3,195 | ) | (430.6 | )% | |||
Amended state tax returns and other items | — | — | % | (1,521 | ) | (205.0 | )% | ||||
Total provision (benefit) for taxes | $ | 94 | 0.8 | % | $ | (9,505 | ) | (1,281.0 | )% | ||
Tax expense on current operations
The primary reason for the decrease in the overall effective tax expense rate on current operations is the relationship between our higher pre-tax income this year relative to the permanent financial accounting to taxable income (loss) adjustments for this year compared to last year. Significant permanent deductions are income tax credits and tax-free income from COLI and student loan-related tax exempt securities. For further discussion of income taxes (which includes a reconciliation of the U.S. statutory income tax rate to our effective tax rate), see Note 12.
Valuation allowance decrease
During the fourth quarter of Fiscal 2011, we re-established a portion of our deferred tax assets due to the taxable earnings achieved in Fiscal 2011 which increased the likelihood of realizing a portion of gross deferred tax assets in the future. This resulted in a tax benefit of $649,000 through the reduction of our valuation allowance. Also, the sale of CCMF resulted in a tax loss even though we incurred a gain for accounting purposes and we were able to utilize the associated deferred tax assets of $685,000 as a current tax deduction and reduce the related valuation allowance accordingly. We were also able to utilize net operating loss (NOL) and tax credit deferred tax assets established in the prior year of $479,000 due to taxable income earned in Fiscal 2011 and reduce the related valuation allowance accordingly.
At the end of Fiscal 2009, we had established a valuation allowance on all deferred tax assets and NOL carryforward assets associated with Fiscal 2009. In Fiscal 2010, the President of the United States signed into law the Worker, Homeownership, and Business Assistance Act of 2009, which expanded the carryback period from two to five years, allowing us to carryback all Fiscal 2009 NOL. As a result, we recorded a total tax benefit of $5.8 million in Fiscal 2010 and reduced the associated valuation allowance due to this beneficial tax law change. The remaining change in valuation allowance was a result of increases in other deferred tax assets, such as additional NOLs and tax credit carryforward deferred tax assets established during the year.
Uncertain tax positions settlements and adjustments
During Fiscal 2011, benefits of $489,000 were recorded as a result of adjustments to uncertain tax positions. During Fiscal 2010, benefits of $3.2 million were recorded as a result of favorable settlements with various taxing jurisdictions and other adjustments to uncertain tax positions. Of this amount, $1.7 million resulted from the reduction of reserves associated with unrecognized tax benefits as a result of a positive resolution of the federal Internal Revenue Service (IRS) tax audit on our income tax returns for Fiscal 2006 through Fiscal 2008. Benefits of $1.5 million were recorded a result of tax planning initiatives recognized during Fiscal 2010. For further discussion of income taxes, see Note 12.
Net income and diluted income per share were $11.8 million and $0.41 per share, respectively, for Fiscal 2011. In Fiscal 2010, the net income was $10.2 million and diluted income was $0.35 per share.
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Fiscal 2010 Compared to Fiscal 2009
The following is an analysis of changes in key items included in the statements of operations for the fiscal year ended August 28, 2010 compared to the fiscal year ended August 29, 2009:
Year Ended | |||||||||||||||
(In thousands, except percent and per share data) | August 28, 2010 | % of Revenues(1) | August 29, 2009 | % of Revenues(1) | Increase (Decrease) | % Change | |||||||||
Net revenues | $ | 449,484 | 100.0 | % | $ | 211,519 | 100.0 | % | $ | 237,965 | 112.5 | % | |||
Cost of goods sold | 423,217 | 94.2 | % | 242,265 | 114.5 | % | 180,952 | 74.7 | % | ||||||
Gross profit (deficit) | 26,267 | 5.8 | % | (30,746 | ) | (14.5 | )% | 57,013 | (185.4 | )% | |||||
Selling | 12,724 | 2.8 | % | 12,616 | 6.0 | % | 108 | 0.9 | % | ||||||
General and administrative | 13,023 | 2.9 | % | 15,298 | 7.2 | % | (2,275 | ) | (14.9 | )% | |||||
Asset impairment | — | — | % | 855 | 0.4 | % | (855 | ) | (100.0 | )% | |||||
Operating expenses | 25,747 | 5.7 | % | 28,769 | 13.6 | % | (3,022 | ) | (10.5 | )% | |||||
Operating income (loss) | 520 | 0.1 | % | (59,515 | ) | (28.1 | )% | 60,035 | (100.9 | )% | |||||
Non-operating income | 222 | — | % | 1,452 | 0.7 | % | (1,230 | ) | (84.7 | )% | |||||
Pre-tax income (loss) | 742 | 0.2 | % | (58,063 | ) | (27.5 | )% | 58,805 | 101.3 | % | |||||
(Benefit) provision for taxes | (9,505 | ) | (2.1 | )% | 20,703 | 9.8 | % | (30,208 | ) | (145.9 | )% | ||||
Net income (loss) | $ | 10,247 | 2.3 | % | $ | (78,766 | ) | (37.2 | )% | $ | 89,013 | 113.0 | % | ||
Diluted income (loss) per share | $ | 0.35 | $ | (2.71 | ) | $ | 3.06 | 113.0 | % | ||||||
Diluted average shares outstanding | 29,101 | 29,051 | |||||||||||||
(1) | Percentages may not add due to rounding differences. |
Unit deliveries and ASP, net of discounts, consisted of the following:
Year Ended | |||||||||||||||
(In units) | August 28, 2010 | Product Mix % | August 29, 2009 | Product Mix % | Increase | % Change | |||||||||
Class A gas | 1,483 | 33.4 | % | 480 | 21.8 | % | 1,003 | 209.0 | % | ||||||
Class A diesel | 969 | 21.9 | % | 342 | 15.6 | % | 627 | 183.3 | % | ||||||
Total Class A | 2,452 | 55.3 | % | 822 | 37.4 | % | 1,630 | 198.3 | % | ||||||
Class B | 236 | 5.3 | % | 149 | 6.8 | % | 87 | 58.4 | % | ||||||
Class C | 1,745 | 39.4 | % | 1,225 | 55.8 | % | 520 | 42.4 | % | ||||||
Total deliveries | 4,433 | 100.0 | % | 2,196 | 100.0 | % | 2,237 | 101.9 | % | ||||||
ASP (in thousands) | $ | 96 | $ | 87 | $ | 9 | 10.3 | % | |||||||
Net revenues for Fiscal 2010 increased $238.0 million, or 112.5%, compared to Fiscal 2009 due to the following:
• | Volume: The primary reason for the net revenue increase was an increase of unit deliveries of 101.9%. |
• | Pricing and mix: Our ASP increased 10.3%. This increase was primarily due to a shift in mix of more Class A motor homes, our higher-priced products. Class A products were 55.3% of our volume for Fiscal 2010 compared to 37.4% in Fiscal 2009. Our ASP also increased due to a significant reduction in product discounts in Fiscal 2010 due to improved market conditions. |
• | Promotional incentives: Our retail and other incentives decreased significantly, a decrease of 2.5% (as a percentage of net revenues) due to improvement in the motor home market. |
• | Repurchases: Our losses on repurchases of motor homes were lower in Fiscal 2010, also a result of improvement in the motor home market. As a percentage of net revenues, repurchase expense was 0.1% for Fiscal 2010 compared to 1.2% last year. |
• | Other revenue: Revenues for motor home parts and services and other manufactured products increased by 4.0%. |
Cost of goods sold was $423.2 million, or 94.2%, of net revenues for Fiscal 2010 compared to $242.3 million, or 114.5%, of net revenues for Fiscal 2009 due to the following:
• | The increase in our variable costs (materials, direct labor, variable overhead, delivery expense and warranty) of $181.4 million was primarily caused by increased sales volume. Total variable costs, as a percent of net revenues, decreased to 85.2% for Fiscal 2010 from 95.3% in Fiscal 2009. The 10.1% decrease was primarily caused by decreased discounting and promotional incentives. |
• | Our variable costs were favorably impacted by $780,000, or 0.2%, of net revenues for Fiscal 2010 due to the reduction of LIFO inventory liquidation, as compared to LIFO inventory liquidation of $7.0 million, or 3.3%, of net revenues in Fiscal 2009. |
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• | Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to 8.9% of net revenues compared to 19.2% in Fiscal 2009. This difference was due primarily to higher absorption of fixed costs as a result of significantly higher production volume. |
• | All factors considered, gross profit increased from a gross deficit of 14.5% of net revenues in Fiscal 2009 to a gross profit of 5.8% of net revenues in Fiscal 2010. |
General and administrative expenses decreased $2.3 million, or 14.9%, in Fiscal 2010. This decrease was due primarily to reductions in legal expenses of $1.5 million and lower depreciation expense of $550,000. As a percent of net revenues, general and administrative expenses were 2.9% for Fiscal 2010 compared to 7.2% for Fiscal 2009. The decrease in percentage of net revenues was caused by the significant difference in revenue levels between the two fiscal periods.
Asset impairment expenses of $855,000 were recorded in Fiscal 2009 as a result of the decision to close the Hampton, Iowa fiberglass manufacturing facility.
Non-operating income decreased $1.2 million, or 84.7%, in Fiscal 2010. Primary reasons for this decrease were increased line of credit costs of $800,000 (which included a termination fee of $375,000 paid to Wells Fargo to terminate a credit and security agreement) and lower investment income of $600,000. For further discussion of financial income, see Note 8.
The overall effective income tax rate for Fiscal 2010 was a benefit of 1,281.0% compared to an expense of 35.6% for Fiscal 2009. The following table breaks down the two aforementioned tax rates:
Year Ended | |||||||||||
August 28, 2010 | August 29, 2009 | ||||||||||
(Dollars in thousands) | Amount | Effective Rate | Amount | Effective Rate | |||||||
Tax expense (benefit) from current operations | $ | 667 | 89.9 | % | $ | (22,898 | ) | (39.5 | )% | ||
Valuation allowance | (5,456 | ) | (735.3 | )% | 44,976 | 77.5 | % | ||||
Uncertain tax positions settlements and adjustments | (3,195 | ) | (430.6 | )% | (500 | ) | (0.9 | )% | |||
Amended state returns and other items | (1,521 | ) | (205.0 | )% | (875 | ) | (1.5 | )% | |||
Total (benefit) provision for taxes | $ | (9,505 | ) | (1,281.0 | )% | $ | 20,703 | 35.6 | % | ||
Tax expense (benefit) from current operations
The primary reason for the difference in the overall effective tax rate on current operations is the relationship between our low pre-tax income relative to the permanent financial accounting to taxable income (loss) adjustments for Fiscal 2010 compared to the significant pre-tax losses incurred in Fiscal 2009. Significant permanent deductions are income tax credits and tax-free income from COLI and student loan-related tax exempt securities. For further discussion of income taxes (which includes a reconciliation of the U.S. statutory income tax rate to our effective tax rate), see Note 12.
Valuation allowance
At the end of Fiscal 2009, we had established a valuation allowance on all deferred tax assets and NOL carryforward assets associated with Fiscal 2009. In Fiscal 2010, the President of the United States signed into law the Worker, Homeownership, and Business Assistance Act of 2009, which expanded the carryback period from two to five years, allowing us to carryback all Fiscal 2009 NOL. As a result, we recorded a total tax benefit of $5.8 million during Fiscal 2010 and reduced the associated valuation allowance due to this beneficial tax law change. The remaining change in valuation allowance was a result of increases in other deferred tax assets, such as additional NOLs and tax credit carryforward deferred tax assets established during the year.
During the fourth quarter of Fiscal 2009, we recorded a non-cash charge of $45.0 million to establish a full valuation allowance on the deferred tax assets. Accounting Standard Codification (ASC) 740, Income Taxes, requires that companies assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous losses are given more weight than its future outlook. Under that standard, our three-year historical cumulative loss was a significant negative factor. This loss, combined with uncertain near-term market and economic conditions, reduced our ability to rely on our projections of any future taxable income in determining whether a valuation allowance is appropriate. Accordingly, we concluded that, based on ASC 740 guidelines, a full valuation allowance should be established. We will continue to assess the likelihood that our deferred tax assets will be realizable and our valuation allowance will be adjusted accordingly, which could materially impact our financial position and results of operations. For further discussion of income taxes, see Note 12.
Uncertain tax positions settlements and adjustments
During Fiscal 2010, benefits of $3.2 million were recorded as a result of positive settlements of uncertain tax positions with taxing authorities and other adjustments to uncertain tax positions. Of this amount, $1.7 million resulted from the reduction of reserves associated with unrecognized tax benefits as a result of a positive resolution of the federal IRS tax audit on our income tax returns for Fiscal 2006 through Fiscal 2008. During Fiscal 2009, benefits of $500,000 were recorded as a result of favorable settlements with various taxing jurisdictions and other adjustments to uncertain tax positions. Benefits of $1.5 million and $875,000 were
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recorded as a result of tax planning initiatives recognized during Fiscal 2010 and 2009 respectively. For further discussion of income taxes, see Note 12.
Net income and diluted income per share were $10.2 million and $0.35 per share, respectively, for Fiscal 2010. In Fiscal 2009, net loss was $78.8 million and diluted loss was $2.71 per share.
Analysis of Financial Condition, Liquidity and Resources
Cash and cash equivalents decreased $5.4 million during Fiscal 2011 and totaled $69.3 million as of August 27, 2011. The significant liquidity events that occurred during Fiscal 2011 were:
• | Increase in inventory of $23.8 million: The increase was primarily a result of increased raw chassis inventory on hand due to the slowdown of the market in the last six months of Fiscal 2011, additional inventory due to resuming Class B production in April 2011, a higher average cost per unit due to the mix of product ordered by our dealers, and additional investment in Towables inventory since the SunnyBrook acquisition. |
• | Auction Rate Securities (ARS) redemptions of $7.2 million: We have $10.7 million remaining ARS at par value classified as long-term investments as of August 27, 2011. See further discussion in Note 4. |
• | Sale of property for $4.1 million: During Fiscal 2011 we sold an idled assembly facility in Charles City, Iowa held for sale and a smaller, unused facility adjacent to our Forest City operations. |
• | Acquisition of SunnyBrook for $4.7 million: On December 29, 2010, we purchased substantially all the assets of SunnyBrook RV, Inc. a manufacturer of travel trailers and fifth wheels, described in further detail in Note 2. |
We also have in place a $20 million revolving credit facility, as described in further detail in Note 8, that allows us to borrow up to $12.5 million without financial covenant restrictions if there is adequate asset coverage. We had sufficient asset coverage in accounts receivable and inventory at the end of Fiscal 2011 to access the entire $12.5 million without financial covenant restrictions. The facility also includes a framework to expand the size of the facility up to $50.0 million, based on mutually agreeable covenants to be determined at the time of expansion. This potential additional borrowing capacity may be beneficial to us if inventory levels need to substantially increase rapidly as a result of product demand.
We filed a Registration Statement on Form S-3, which was declared effective by the SEC on March 31, 2010. Subject to market conditions, we have the ability to offer and sell up to $35 million of our common stock in one or more offerings pursuant to the Registration Statement. The Registration Statement will be available for use for three years from its effective date. We currently have no plans to offer and sell the common stock registered under the Registration Statement; however, it does provide another potential source of liquidity in addition to the alternatives already in place.
Working capital at August 27, 2011 and August 28, 2010 was $113.5 million and $91.3 million, respectively, an increase of $22.2 million. We currently expect cash on hand, funds generated from operations (if any) and the availability under the credit facility to be sufficient to cover both short-term and long-term operating requirements. We anticipate capital expenditures in Fiscal 2012 of approximately $4.4 million, primarily for manufacturing equipment and facilities.
Operating Activities
Cash used in operating activities was $10.1 million for the fiscal year ended August 27, 2011 compared to cash provided by operating activities of $33.0 million for the fiscal year ended August 28, 2010. The combination of a net income of $11.8 million in the current year and increases in non-cash charges (e.g., depreciation, LIFO, stock-based compensation) provided $21.0 million of operating cash compared to of $16.6 million in the prior year period. However, in Fiscal 2011, changes in assets and liabilities (primarily inventory increases) used an additional $31.1 million of operating cash. In Fiscal 2010, changes in assets and liabilities (primarily income tax refunds) provided an additional $16.4 million of operating cash.
Investing Activities
Cash provided by investing activities of $4.2 million in Fiscal 2011 was due primarily to ARS redemptions of $7.2 million and proceeds of $4.1 million from the sale of property, partially offset by the acquisition of Towables for $4.7 million and capital spending of $2.1 million. During Fiscal 2010, cash provided by investing activities of $14.3 million was primarily due to ARS redemptions of $15.9 million, partially offset by capital spending of $1.9 million.
Financing Activities
Cash provided by financing activities for the fiscal year ended August 27, 2011 was $500,000. Cash used in financing activities for the fiscal year ended August 28, 2010 was $9.2 million, primarily consisting of $9.1 million for repayments on borrowings from our ARS portfolio.
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Contractual Obligations and Commercial Commitments
Our principal contractual obligations and commercial commitments as of August 27, 2011 were as follows:
Payments Due By Period | |||||||||||||||
(In thousands) | Total | Fiscal 2012 | Fiscal 2013-2014 | Fiscal 2015-2016 | More than 5 Years | ||||||||||
Postretirement health care obligations (1) | $ | 41,370 | $ | 1,276 | $ | 3,213 | $ | 3,982 | $ | 32,899 | |||||
Deferred compensation obligations (1) | 24,715 | 2,491 | 4,758 | 4,229 | 13,237 | ||||||||||
Executive share option obligations (1) | 9,286 | — | 2,380 | 2,549 | 4,357 | ||||||||||
Supplemental executive retirement plan benefit obligations (1) | 3,086 | 228 | 402 | 304 | 2,152 | ||||||||||
Operating leases (2) | 2,439 | 797 | 1,404 | 238 | — | ||||||||||
Contracted services | 780 | 765 | 15 | — | — | ||||||||||
Unrecognized tax benefits (3) | 5,387 | — | — | — | — | ||||||||||
Total contractual cash obligations | $ | 87,063 | $ | 5,557 | $ | 12,172 | $ | 11,302 | $ | 52,645 | |||||
Expiration By Period | |||||||||||||||
(In thousands) | Total | Fiscal 2012 | Fiscal 2013-2014 | Fiscal 2015-2016 | More than 5 Years | ||||||||||
Formal repurchase obligations (3) | $ | 133,368 | $ | 57,899 | $ | 75,469 | $ | — | $ | — | |||||
(1) | See Note 10. |
(2) | See Note 11. |
(3) | We are not able to reasonably estimate in which future periods these amounts will ultimately be settled. |
Critical Accounting Policies
Our financial statements are prepared in accordance with generally accepted accounting principles (GAAP). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates and such differences could be material.
Our significant accounting policies are discussed in Note 1. We believe that the following accounting estimates and policies are the most critical to aid in fully understanding and evaluating our reported financial results and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
Revenue Recognition
Generally, revenues for recreation vehicles are recorded when all of the following conditions are met: an order for a product has been received from a dealer, written or verbal approval for payment has been received from the dealer's floorplan financing institution, and the product is delivered to the dealer who placed the order. Most sales are financed under floorplan financing arrangements with banks or finance companies.
Revenues from the sales of our OEM and recreation vehicles related parts are recorded as the products are shipped from our location. The title of ownership transfers on these products as they leave our location due to the freight terms of F.O.B. - Shipper.
Sales Promotions and Incentives
We accrue for sales promotions and incentive expenses, which are recognized as a reduction to revenues, at the time of sale to the dealer or when the sales incentive is offered to the dealer or retail customer. Examples of sales promotions and incentive programs include dealer and consumer rebates, volume discounts, retail financing programs and dealer sales associate incentives. Sales promotion and incentive expenses are estimated based upon current program parameters, such as unit or retail volume, and historical rates. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the retail customer usage rate varies from historical trends. Historically, sales promotion and incentive expenses have been within our expectations and differences have not been material.
Repurchase Commitments
It is customary practice for manufacturers in the recreation vehicle industry to enter into repurchase agreements with financing institutions that provide financing to their dealers. Our repurchase agreements generally provide that, in the event of a default by a dealer in its obligation to these lenders, we will repurchase vehicles sold to the dealer that have not been resold to retail customers. The terms of these agreements, which can last up to 18 months, provide that our liability will be the lesser of remaining principal
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owed by the dealer or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations.
Based on these repurchase agreements, we establish an associated loss reserve which is disclosed separately in the balance sheets. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. There are two significant assumptions associated with establishing our loss reserve for repurchase commitments: (1) the percentage of dealer inventory that we will be required to repurchase as a result of defaults by the dealer, and (2) the loss that will be incurred, if any, when repurchased inventory is resold. These key assumptions are affected by a number of factors, such as macro-market conditions, current retail demand for our product, age of product in dealer inventory, physical condition of the product, location of the dealer, financing source and independent third party credit rating of our dealers. To the extent that dealers are increasing or decreasing their inventories, our overall exposure under repurchase agreements is likewise impacted. The percentage of dealer inventory we estimate we will repurchase (which has ranged in recent years from 5 to 11% on a weighted average basis) and the associated estimated loss (which has ranged in recent years from 7 to 16% on a weighted average basis) is based on historical information, current trends and an analysis of dealer inventory aging for all dealers with inventory subject to this obligation. In periods where there is increasing retail demand for our product at our dealerships, the lower end of our estimated range of assumptions will be more appropriate and in periods of decreasing retail demand, the opposite will be true.
We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our loss reserve for repurchase commitments. A hypothetical change of a 10% increase or decrease in our significant repurchase commitment assumptions as of August 27, 2011 would have affected net income by approximately $205,000.
Warranty
We provide with the purchase of any new motor home, a comprehensive 12-month/15,000-mile warranty on Class A, B and C motor homes and a 3-year/36,000-mile warranty on Class A and C sidewalls and floors. We provide a comprehensive 12-month warranty on all towable products. Estimated costs related to product warranty are accrued at the time of sale and are based upon past warranty claims and unit sales history and are adjusted as required to reflect actual costs incurred, as information becomes available. A significant increase in dealership labor rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. We also incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Estimated costs are accrued at the time the service action is implemented and are based upon past claim rate experiences and the estimated cost of the repairs. Further discussion of our warranty costs and associated accruals is included in Note 9.
Unrecognized Tax Benefits
We only recognize tax benefits for filing positions that are considered more likely than not of being sustained under audit by the relevant taxing authority, without regard to the likelihood of such an audit occurring. We record a liability for uncertain tax positions when it is more likely than not that our filed tax positions will not be sustained. We record deferred tax assets related to reserves for filing positions in a particular jurisdiction that would result in tax deductions in another tax jurisdiction if we were unable to sustain our filing position in an audit. Our income tax returns are periodically audited by various taxing authorities. These audits include questions regarding our tax filing positions, including the timing and the amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple years are subject to audit by the various taxing authorities. We continually assess our tax positions for all periods that are open to examination or have not been effectively settled based on the most current available information. We adjust our liability for unrecognized tax benefits and income tax provision in the period in which an uncertain tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available.
Our liability for unrecognized tax benefits contains uncertainties because we are required to make assumptions and apply judgment to estimate the exposure associated with our various filing positions. Our effective tax rate is also affected by changes in tax laws, the level of our earnings or losses and the results of tax audits.
Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or realize gains that could be material. To the extent that we prevail in matters for which a liability has been established or are required to pay amounts in excess of our established liability, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement generally would require use of our cash and may result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement may be recognized as a reduction in our effective tax rate in the period of resolution.
Income Taxes
We account for income taxes in accordance with ASC 740, Income Taxes. As part of the process of preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. Significant judgment is
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required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. Valuation allowances arise due to the uncertainty of realizing deferred tax assets. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, using a "more likely than not" standard. In making such assessments, significant weight is to be given to evidence that can be objectively verified. A company's current or previous losses are given more weight than its future outlook. Under that standard, our three-year historical cumulative loss was a significant negative factor. We have evaluated the sustainability of our deferred tax assets on our balance sheet which includes the assessment of cumulative income or losses over recent prior periods. Based on ASC 740 guidelines, we determined a valuation allowance of $39.3 million was appropriate as of August 27, 2011. We will continue to assess the likelihood that our deferred tax assets will be realizable at each reporting period and our valuation allowance will be adjusted accordingly, which could materially impact our financial position and results of operations.
Postretirement Benefits, Obligations and Costs
We provide certain health care and other benefits for retired employees hired before April 1, 2001, who have fulfilled eligibility requirements at age 55 with 15 years of continuous service. Postretirement benefit liabilities are determined by actuaries using assumptions about the discount rate and health care cost-trend rates. Assumed health care cost trend rates do not have a significant effect on the amounts reported for retiree health care benefits due to the fact that in Fiscal 2005, maximum amounts ("dollar caps") were established on the amount we will pay for postretirement health care benefits per retiree on an annual basis. However, a significant increase or decrease in interest rates could have a significant impact on our operating results. Further discussion of our postretirement benefit plan and related assumptions is included in Note 10.
Inventory Valuation
Our inventory loss reserve represents anticipated physical work-in-process inventory losses (e.g. scrap, production loss or over-usage) that have occurred since the last physical inventory date. Physical inventory counts of work-in-process are taken on an annual basis to ensure the inventory reported in our consolidated financial statements is properly stated. During the interim period between physical inventory counts, we reserve for anticipated physical inventory losses based upon materials consumed. Our inventory loss reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including historical results and current inventory loss trends.
Other
We have reserves for other loss exposures, such as litigation, product liability, worker's compensation, inventory and accounts receivable. Establishing loss reserves for these matters requires the use of estimates and judgment in regards to risk exposure and ultimate liability. We estimate losses under the programs using consistent and appropriate methods; however, changes in assumptions could materially affect our recorded liabilities for loss.
New Accounting Pronouncements
See Note 1 for a summary of new accounting pronouncements which summary is incorporated by reference herein.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We have market risk exposure to our ARS, which is described in further detail in Note 4.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements | Page |
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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Winnebago Industries, Inc. (the "Company") is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The Company's internal control over financial reporting is a process designed, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company's internal control over financial reporting is supported by written policies and procedures that:
1. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; |
2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and |
3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. |
In addition, the Audit Committee of the Board of Directors, consisting solely of independent directors, meets periodically with Management, the internal auditors and the independent registered public accounting firm to review internal accounting controls, audit results and accounting principles and practices and annually selects the independent registered public accounting firm.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of the Company's annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company's internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of the Company's internal control over financial reporting.
Based on this assessment, management has concluded that the Company's internal control over financial reporting was effective as of August 27, 2011.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's financial statements included in this Annual Report on Form 10-K, has issued a report included herein, which expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Randy J. Potts | /s/ Sarah N. Nielsen | |
Randy J. Potts | Sarah N. Nielsen | |
Chief Executive Officer and President | Vice President, Chief Financial Officer | |
October 25, 2011 | October 25, 2011 | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Winnebago Industries, Inc.
Forest City, Iowa
We have audited the internal control over financial reporting of Winnebago Industries, Inc. (the "Company") as of August 27, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 27, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended August 27, 2011 of the Company and our report dated October 25, 2011 expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
October 25, 2011
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Winnebago Industries, Inc.
Forest City, Iowa
We have audited the accompanying consolidated balance sheets of Winnebago Industries, Inc. (the "Company") as of August 27, 2011 and August 28, 2010, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended August 27, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 27, 2011 and August 28, 2010, and the results of its operations and its cash flows for each of the three years in the period ended August 27, 2011, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of August 27, 2011, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October 25, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
October 25, 2011
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Winnebago Industries, Inc.
Consolidated Statements of Operations(1)
Year Ended | |||||||||
(In thousands, except per share data) | August 27, 2011 | August 28, 2010 | August 29, 2009 | ||||||
Net revenues | $ | 496,418 | $ | 449,484 | $ | 211,519 | |||
Cost of goods sold | 456,664 | 423,217 | 242,265 | ||||||
Gross profit (deficit) | 39,754 | 26,267 | (30,746 | ) | |||||
Operating expenses: | |||||||||
Selling | 14,251 | 12,724 | 12,616 | ||||||
General and administrative | 14,263 | 13,023 | 15,298 | ||||||
Assets held for sale impairment and (gain), net | (39 | ) | — | 855 | |||||
Total operating expenses | 28,475 | 25,747 | 28,769 | ||||||
Operating income (loss) | 11,279 | 520 | (59,515 | ) | |||||
Non-operating income | 658 | 222 | 1,452 | ||||||
Income (loss) before income taxes | 11,937 | 742 | (58,063 | ) | |||||
Provision (benefit) for taxes | 94 | (9,505 | ) | 20,703 | |||||
Net income (loss) | $ | 11,843 | $ | 10,247 | $ | (78,766 | ) | ||
Income (loss) per common share: | |||||||||
Basic | $ | 0.41 | $ | 0.35 | $ | (2.71 | ) | ||
Diluted | $ | 0.41 | $ | 0.35 | $ | (2.71 | ) | ||
Weighted average common shares outstanding: | |||||||||
Basic | 29,121 | 29,091 | 29,040 | ||||||
Diluted | 29,148 | 29,101 | 29,051 | ||||||
(1) | See notes to consolidated financial statements. |
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Winnebago Industries, Inc.
Consolidated Balance Sheets(1)
(In thousands, except per share data) | August 27, 2011 | August 28, 2010 | ||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 69,307 | $ | 74,691 | ||
Receivables, less allowance for doubtful accounts ($76 and $91, respectively) | 19,981 | 18,798 | ||||
Inventories | 69,165 | 43,526 | ||||
Prepaid expenses and other assets | 4,227 | 4,570 | ||||
Income taxes receivable | 1,525 | 132 | ||||
Deferred income taxes | 649 | — | ||||
Total current assets | 164,854 | 141,717 | ||||
Property, plant and equipment, net | 22,589 | 25,677 | ||||
Assets held for sale | 600 | 4,254 | ||||
Long-term investments | 10,627 | 17,785 | ||||
Investment in life insurance | 23,669 | 23,250 | ||||
Goodwill | 1,228 | — | ||||
Amortizable intangible assets | 720 | — | ||||
Other assets | 15,640 | 14,674 | ||||
Total assets | $ | 239,927 | $ | 227,357 | ||
Liabilities and Stockholders' Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 21,610 | $ | 19,725 | ||
Income taxes payable | 104 | 99 | ||||
Accrued expenses: | ||||||
Accrued compensation | 10,841 | 10,529 | ||||
Product warranties | 7,335 | 7,634 | ||||
Self-insurance | 3,203 | 4,409 | ||||
Accrued loss on repurchases | 1,174 | 1,362 | ||||
Promotional | 2,177 | 1,817 | ||||
Other | 4,874 | 4,797 | ||||
Total current liabilities | 51,318 | 50,372 | ||||
Total long-term liabilities: | ||||||
Unrecognized tax benefits | 5,387 | 5,877 | ||||
Postretirement health care and deferred compensations benefits | 74,492 | 73,581 | ||||
Total long-term liabilities | 79,879 | 79,458 | ||||
Contingent liabilities and commitments | ||||||
Stockholders' equity: | ||||||
Capital stock common, par value $0.50; authorized 60,000 shares, issued 51,776 shares | 25,888 | 25,888 | ||||
Additional paid-in capital | 30,131 | 29,464 | ||||
Retained earnings | 432,518 | 420,675 | ||||
Accumulated other comprehensive income | (454 | ) | 1,242 | |||
Treasury stock, at cost (22,641 and 22,661 shares, respectively) | (379,353 | ) | (379,742 | ) | ||
Total stockholders' equity | 108,730 | 97,527 | ||||
Total liabilities and stockholders' equity | $ | 239,927 | $ | 227,357 | ||
(1) See notes to consolidated financial statements.
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Winnebago Industries, Inc.
Consolidated Statements of Changes in Stockholders' Equity(1)
Common Shares | Additional Paid-In Capital (APIC) | Retained Earnings | Accum- ulated Other Compre- hensive Income | Treasury Stock | Total Stock- holders' Equity | |||||||||||||||||
(In thousands, except per share data) | Number | Amount | Number | Amount | ||||||||||||||||||
Balance, August 30, 2008 | 51,776 | $ | 25,888 | $ | 29,632 | $ | 489,194 | $ | 9,813 | (22,706 | ) | $ | (380,603 | ) | $ | 173,924 | ||||||
Stock option exercises | — | — | (7 | ) | — | — | 1 | 17 | 10 | |||||||||||||
Utilization of APIC pool due to stock award | — | — | (411 | ) | — | — | — | — | (411 | ) | ||||||||||||
Issuance of stock to directors | — | — | ||||||||||||||||||||