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 (Fee(No Fee Required) for the fiscal year ended August
26,
1995;30, 1997; or
( ) Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _____________________ to _________________________________________
Commission File Number 1-6403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 152, Forest City, Iowa 50436
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 582-3535
SECURITIES REGISTERED PURSUANT TO SECTION 12(B)12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ----------------------------- -------------------------------------
Common Stock ($.50 par value) The New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G)12(g) OF THE ACT:
None
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_|X| No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitedefinitive proxy or information
statements incorporated by reference in Part III of this Annual Report on Form
10-K or any amendment to this Annual Report on Form 10-K ___.______.
Aggregate market value of the common stock held by non-affiliates of the
Registrant on October 16, 1995: $108,784,611 (14,036,72413, 1997: $111,684,545 (14,410,909 shares at closing price
on New York Stock Exchange of $7.75).
Common stock outstanding on November 17, 1995, 25,345,99319, 1997, 25,480,827 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1. The Winnebago Industries, Inc. Annual Report to Shareholders for the fiscal
year ended August 26, 1995,30, 1997, portions of which are incorporated by reference
into Part II hereof.
2. The Winnebago Industries, Inc. Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 13, 1995,17, 1997, portions of which are
incorporated by reference into Part III hereof.
WINNEBAGO INDUSTRIES, INC.
FORM 10-K
Report for the Fiscal Year Ended August 26, 199530, 1997
PART I
ITEM 1. Business
GENERAL
Winnebago Industries, Inc. is a leading U.S. manufacturer of motor homes,
self-contained recreation vehicles used primarily in leisure travel and outdoor
recreation activities. Motor home sales by the Company represented more than 8087
percent of its revenues in each of the past five fiscal years. The Company's
motor homes are sold through dealer organizations primarily under the Winnebago,
Itasca, Vectra, Rialta and Luxor brand names.
Other products manufactured by the Company consist principally of extruded
aluminum, commercial vehicles, and a variety of component products for other
manufacturers. ServiceFinance revenues during fiscal 1995, 1994 and 1993 consisted principally of revenues
from satellite courier and tape duplication services and revenues from floor plan and rental unit
financing of dealer inventories of the Company's products.
Additionallyproducts in fiscal years 1993, 1992 and 1991, service revenues included
revenues from contract assembly of a variety of electronic products.dealer inventories.
The Company was incorporated under the laws of the state of Iowa on February 12,
1958, and adopted its present name on February 28, 1961. The Company's executive
offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Unless
the context indicates otherwise, the term "Company" refers to Winnebago
Industries, Inc. and its subsidiaries.
PRINCIPAL PRODUCTS
The Company determined it was appropriate to define its operations into threetwo
business segments for fiscal 19951997 (See Note 17,16, "Business Segment Information"
in the Company's Annual Report to Shareholders for the year ended August 26,
1995)30,
1997). However, during each of the last five fiscal years, at least 87%91% of the
revenues of the Company were derived from recreational vehicle products.
The following table sets forth the respective contribution to the Company's net
revenues by product class for each of the last five fiscal years (dollars in
thousands):
Fiscal Year Ended (1)
--------------------------------------------------------------------
August 30, August 31, August 26, August 27, August 28,
August 29, August 31,1997 1996 1995 1994 1993
1992 1991---------- ---------- ---------- ---------- ----------
Motor Homes ..............(Class A and C) ........ $ 381,191 $ 432,212 $ 402,435 $ 385,319 $ 326,861
$ 245,908 $180,878
83.1% 85.2% 85.1% 83.4% 81.2%87.0% 89.2% 87.5% 88.9% 89.4%
Other Recreation
Vehicle Revenues (2) .. 21,446.......... 19,771 17,166 19,513 21,903 17,655
17,126 15,586
4.4%4.5% 3.5% 4.2% 5.1% 4.8% 4.6% 5.8% 7.0%
Other Manufactured Products
Revenues (3) .......... 35,028.................. 35,750 34,020 36,961 25,184 20,344
18,090 13,974
7.2%8.2% 7.0% 8.0% 5.8% 5.6%
5.3% 6.1% 6.3%---------- ---------- ---------- ---------- ----------
Total Manufactured
Products Revenues.Revenues ....... 436,712 483,398 458,909 432,406 364,860
281,124 210,438
94.7% 95.6% 95.0% 95.3% 94.5%
Service99.7% 99.7% 99.7% 99.8% 99.8%
Finance Revenues (4) ...... 25,668 19,710 19,223 13,870 12,210
5.3% 4.4% 5.0% 4.7% 5.5%.............. 1,420 1,406 1,220 831 595
.3% .3% .3% .2% .2%
---------- ---------- ---------- ---------- ----------
Total Net Revenues ....................... $ 484,577438,132 $ 452,116484,804 $ 384,083460,129 $ 294,994 $222,648433,237 $ 365,455
100.0% 100.0% 100.0% 100.0% 100.0%
(1) The fiscal year ended August 31, 19911996 contained 53 weeks; all other
fiscal years in the table contained 52 weeks. (2) Primarily recreation vehicle related parts, service and van conversions.
(3) Principally sales of extruded aluminum and component products for other
manufacturers.
(4) PrincipallyAll years are
appropriately restated to exclude the Company's discontinued Cycle-Sat,
Inc. (Cycle-Sat) subsidiary's revenues from satellite courier and tape
duplication services. Also includes in years prior to the year ended
August 27, 1994,services and discontinued North Iowa Electronics, Inc.
(NIE) subsidiary's revenues from contract assembly of a variety of
electronic products;products.
(2) Primarily EuroVan Campers, recreation vehicle related parts, recreation
vehicle service revenue and in the last three fiscal
years,van conversions.
(3) Primarily sales of extruded aluminum, commercial vehicles and component
products for other manufacturers.
(4) Winnebago Acceptance Corporation (WAC) revenues from dealer financing.
Unit sales of the Company's principal recreation vehicles for the last five
fiscal years were as follows:
Fiscal Year Ended (1)
August 26, August 27, August 28, August 29, August 31,
1995 1994 1993 1992 1991
Motor Homes
Class A ....... 5,993 6,820 6,095 4,161 2,814
Class B .......
Fiscal Year Ended (1)
----------------------------------------------------------
August 30, August 31, August 26, August 27, August 28,
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
Unit Sales:
Class A ............................. 4,834 5,893 5,993 6,820 6,095
Class C ............................. 2,724 2,857 2,853 1,862 1,998
---------- ---------- ---------- ---------- ----------
Total Motor Homes ............... 7,558 8,750 8,846 8,682 8,093
Class B Conversions (EuroVan Camper).. 1,205 857 1,014 376 ---
--- ---
Class C ....... 2,853 1,862 1,998 2,425 2,647
Total .... 9,860 9,058 8,093 6,586 5,461
Van Conversions (2) 119 1,020 1,103 876 842
(1) The fiscal year ended August 31, 19911996 contained 53 weeks; all other
fiscal years in the table contained 52 weeks.
(2) During fiscal 1995, the Company discontinued its van conversion operations.
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. The Company's sales of recreation vehicles are generally
influenced by this pattern in retail sales, but can also be affected by the
level of dealer inventory. The Company has generally manufactured recreation
vehicles during the entire year, both for immediate delivery and for inventory
to satisfy the peak selling season.
During fiscal years when interest rates are
high and/or market conditions are uncertain, the Company attempts to maintain a
lower level of inventory of recreation vehicles. Order backlog information is not deemed significant to understand the Company's
business.
Presently, the Company meets its working capital and capital equipment
requirements and cash requirements of subsidiaries with funds generated
internally and funds from agreements with financial institutions. Since March
26, 1992, the Company has had a financing and security agreement with
NationsCredit Corporation formerly Chrysler First Commercial Corporation.
Additionally, in February 1995, the Company and Cycle-Sat entered into a
$4,500,000 line of credit with Firstar Bank Cedar Rapids. (See Note 8, Notes
Payable,7, "Notes Payable" in the Company's Annual
Report to Shareholders for the year ended August 26, 1995.)30, 1997).
RECREATION VEHICLES
MOTOR HOMES - A motor home is a self-propelled mobile dwelling used primarily as
a temporary dwelling during vacation and camping trips.
Recreation Vehicle Industry Association (RVIA) classifies motor homes into three
types (Class A, Class B and Class C). WinnebagoThe Company currently manufactures Class A
and sells
all three types.C motor homes and converts Class B motor homes.
Class A models are conventional motor homes constructed directly on medium-duty
truck chassis which include the engine and drivedrivetrain components. The living
area and driver's compartment are designed and produced by the recreation
vehicle manufacturer.
Class B models are a panel-type trucktrucks to which sleeping, kitchen and toilet
facilities are added. These models also have a top extension added to them for
more head room.
Class C models are mini motor homes built on van-type chassis onto which the
manufacturer constructs a living area with access to the driver's compartment.
Certain models of the Company's Class C units include van-type driver's
compartments built by the Company.
The Company currently manufactures and sells motor homes primarily under the
Winnebago, Itasca, Vectra, Rialta and Luxor brand names. The Class A and Class C
motor homes generally provide living accommodations for four to seven persons
and include kitchen, dining, sleeping and bath areas, and in some models, a
lounge. Optional equipment accessories include, among other items, air
conditioning, electric power plant, stereo system and a wide selection of
interior equipment. Except for the Company's new Rialtas, the Company'sThe Company converts Class B motor homes under the EuroVan
Camper brand name, which are solddistributed through the Volkswagen dealer
organization.
The Company offers, with the purchase of any new Winnebago, Itasca, Vectra or
Luxor motor home, a basiccomprehensive 12-month/15,000-mile warranty, against defects in workmanship or materials for a
period of 12
months or 15,000 miles, whichever occurs first. The Company's new Rialtas are
sold with a basic3-year/36,000-mile warranty package for a period of 24 months or 24,000 miles,
whichever occurs first. At the expiration of the basic warranty period, the
first owner receives a 36-month or 36,000-mile, whichever occurs first, limited
warranty against delamination on the sidewalls and back walls.slide-out room assemblies, and a
10-year fiberglass roof warranty. The Rialta has a 2-year/24,000-mile warranty.
The Company's motor homes are sold by dealers in the retail market at prices
ranging from approximately $32,000$40,000 to more than $219,000,$210,000, depending on size and
model, plus optional equipment and delivery charges.
The Company currently manufactures Class A and Class C motor homes ranging in
length from 2326 to 37 feet and 2122 to 2931 feet, respectively. The Company's Class B motor homes
converted by the Company (EuroVan Camper) are 17 feet in length.
NON-RECREATION VEHICLE ACTIVITIES
OEM, COMMERCIAL VEHICLES, AND OTHER PRODUCTS
OEM - Original equipment manufacturer sales of component parts such as aluminum
extrusions, metal stamping, rotational moldings, vacuum formed plastics and
fiberglass to outside manufacturers.
CYCLE-SAT, INC.Commercial Vehicles - ThroughCommercial vehicles sales are custom shells designed
specifically for the usebuyer's special needs and requirements.
Other Products - Sales of the latest innovations in satellite, fiber
optic and digital technologies, Cycle-Sat has grown to become a leading
high-speed distributor of television and radio commercials. To this end,
Cycle-Sat employs a satellite-assisted duplication center in Memphis, Tennessee
and a satellite network in place at approximately 550 television stations in the
U.S. and Canada. The Company's patented Cyclecypher equipment allows the direct
and automatic distribution of television commercials and traffic instructions to
specific television and radio stations. Ancillary services include audio and
video post production services and the operation of two satellite news gathering
vehicles, (sold subsequent to August 26, 1995 fiscal year end) which are leased
to provide spot news coverage of sports events andmolded plastic docks for corporate
videoconferences.
During fiscal 1995, Cycle-Sat finalized the purchase of a majority of the assets
of the TFI division of MPO Videotronics, a private company headquartered in
Newbury Park, California.marine applications.
WINNEBAGO ACCEPTANCE CORPORATION - WAC engages in floor plan and rental unit
financing for a limited number of the Company's dealers.
DISCONTINUED ACTIVITIES -
On November 19, 1996, the Company sold all of the assets of its Cycle-Sat
subsidiary, a distributor of satellite courier and tape duplication services, to
Vyvx, Inc., a subsidiary of The Williams Companies, Inc., Tulsa, Oklahoma. See
Note 2, "Discontinued Operations - Sale of Cycle-Sat Subsidiary" in the
Company's Annual Report to Shareholders for the year ended August 30, 1997.
The Company discontinued its van conversion operations in fiscal 1995.
The Company sold a majority of the assets of North Iowa Electronics, Inc.,its NIE subsidiary, a contract
assembler of a variety of electronic products, on August 8, 1993. See Note 3,
Sale"Discontinued Operations - Disposal of North Iowa Electronics, Inc.Electronic Component Assembly Segment" in
the Company's Annual Report to Shareholders for the year ended August 26, 1995.30, 1997.
PRODUCTION
The Company's Forest City facilities have been designed to provide vertically
integrated production line manufacturing. The Company also operates a fiberglass
manufacturing facility in Hampton, Iowa, and a sewing operation in Lorimor,
Iowa. The Company manufactures the majority of the components utilized in its
motor homes, with the exception of the chassis, engines, auxiliary power units
and appliances.
Most of the raw materials and components utilized by the Company are obtainable
from numerous sources. The Company believes that substitutes for raw materials
and components, with the exception of chassis, would be obtainable with no
material impact on the Company's operations. The Company purchases Class A and C
chassis and engines from General Motors Corporation - Chevrolet Motor Division and Ford
Motor Company; Class C chassis and engines from Volkswagen of America, Inc.; and Class A
chassis and engines from Freightliner Custom Chassis Corporation and Spartan Motors, Inc.Corporation. Class B chassis and engines from
Volkswagen of America, Inc. are utilized in the Company's Rialta motor home and
the EuroVan Camper. Only two vendors accounted for as much as five percent of
the Company's purchases in fiscal 1995,1997, Ford Motor Company and General Motors
Corporation (approximately 2830 percent, in the aggregate).
Motor home bodies are made principally of Thermo-Panel materials: the lamination
of aluminum and/or fiberglass, extruded polystyrene foam and plywood into
lightweight rigid structural panels by a process developed by the Company. These
panels are cut to form the floor, roof and sidewalls. Additional structural
strength is provided by Thermo-Steel(R) construction, which combines
Thermo-Panelfrom 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 frameworkvariety of heavy gauge steel reinforcement at
structural stress points. The body is designedtests
and evaluations to meet Winnebago safety
standards with most models subjected to computer stress analysis. Certain
models of motor homes are made in part of other materials such as aluminum,
fiberglass and plastic.requirements.
The Company manufactures picture windows, lavatories, and all of the doors,
cabinets, shower pans, waste holding tanks, wheel wells and sun visors used in
its recreation vehicles. In addition, the Company produces most of the bucket
seats, upholstery items, lounge and dinette seats, seat covers, mattresses,
decorator pillows, curtains and drapes.
The Company produces substantially all of the raw, anodizedliquid-painted and
powder-paintedpowder-coated aluminum extrusions used for interior and exterior trim in its
recreation vehicles. The Company also sells aluminum extrusions to over 130
customers.
DISTRIBUTION AND FINANCING
The Company markets its recreation vehicles on a wholesale basis to a broadly
diversified dealer organization located throughout the United States and, to a
limited extent, in Canada and other foreign countries. Foreign sales, including
Canada, were less than ten8.5 percent of net revenues in fiscal 1995.1997. As of August
26, 1995,30, 1997 and August 31, 1996, the motor home dealer organization in the United
States and Canada included approximately 360 dealers,
compared to approximately 325 dealers at August 27, 1994.340 dealers. During fiscal 1995,
ten1997, 11
dealers accounted for approximately 25 percent of motor home unit sales, and
only one dealer accounted for more than seven percent (7.2%(7.1%) of motor home unit
sales.
Winnebago Industries Europe GmbH, a wholly-ownedwholly owned subsidiary, was formedsold in fiscal 1992 to expand the Company's presence in Europe.August
1997 (See Note 17, Business16, "Business Segment Information," in the Company's Annual
Report to Shareholders for the year ended August 26, 1995.)30, 1997). All international
sales (except Canada) are now handled by eight distributors who market the
Company's recreation vehicles within ten foreign countries.
The Company has sales agreements with dealers which are renewed on an annual or
bi-annual basis. Many of the dealers are also engaged in other areas of
business, including the sale of automobiles, and many dealers carry one or more
competitive lines. The Company continues to place high emphasis on the
capability of its dealers to provide complete service for its recreation
vehicles. Dealers are obligated to provide full service for owners of the
Company's recreation vehicles, or in lieu thereof, to secure such service at
their own expense from other authorized firms.
At August 26, 1995,30, 1997, the Company had a staff of 3237 people engaged in field sales
and service to the motor home dealer organization.
The Company advertises and promotes its products through national RV magazines
and cable TV networks and on a local basis through trade shows, television,
radio and newspapers, primarily in connection with area dealers.
Substantially all sales of recreation vehicles to dealers are made on cash
terms. Most dealers are financed on a "floor plan" basis under which a bank or
finance company lends the dealer all, or substantially all, of the purchase
price, collateralized by a lien upon, or title to, the merchandise purchased.
Upon request of a lending institution financing a dealer's purchases of the
Company's products, and after completion of a credit investigation of the dealer
involved, the Company will execute a repurchase agreement. These agreements
provide that, in the event of default by the dealer on the dealer's agreement to
pay the lending institution, the Company will repurchase the financed
merchandise. The agreements provide that the Company's liability will not exceed
100 percent of the invoice price and provide for periodic liability reductions
based on the time since the date of the invoice. The Company's contingent
liability on all repurchase agreements was approximately $120,487,000$115,637,000 and
$118,954,000$129,135,000 at August 26, 199530, 1997 and August 27, 1994,31, 1996, respectively. Included in
these contingent liabilities are approximately $37,616,000$24,868,000 and $36,231,000,$33,216,000,
respectively, of certain dealer receivables subject to recourse (See Note 11,
Contingent10,
"Contingent Liabilities and CommitmentsCommitments" in the Company's Annual Report to
Shareholders for the year ended August 26, 1995)30, 1997). The Company's contingent
liability under repurchase agreements varies significantly from time to time,
depending upon seasonal shipments, competition, dealer organization, gasoline
supply and availability of bank financing.
COMPETITION
The recreation vehicle market is highly competitive, both as to price and
quality of the product. The Company believes its principal marketing advantages
are the quality of its products, its dealer organization, its warranty and
service capability and its marketing techniques. The Company also believes that
its prices are competitive towith the competitions' units of comparable size and
quality.
The Company is a leading manufacturer of motor homes. For the 12 months ended
August 31, 1995, RVIA1997, Recreation Vehicle Industry Association (RVIA) reported factory
shipments of 34,30036,900 Class A motor homes, 3,9004,100 Class B motor homes and 17,00013,300
Class C motor homes. Unit sales of such products by the Company for the last
five fiscal years are shown elsewhere in this report. The Company is not a
significant factor in the markets for its other recreation vehicle products and
its non-recreation vehicle products and services, except for the markets serviced by Cycle-Sat, which is a major factor
in the satellite courier and tape duplication business.services.
REGULATION, TRADEMARKS AND PATENTS
The plumbing, heating and electrical systems manufactured and installed in all
of the Company's motor homes are manufactured and installed to meet National
Fire Protection Association 501C (American National Standards Institute 119.2)
as well as Federal Motor Vehicle Safety Standards applicable to motor homes. A
variety of other federal and state regulations pertaining to safety in
recreation vehicles have been adopted or are proposed from time to time. The
Company believes that it is in compliance with all such existing regulations and
while it is not able to predict what effect the adoption of any such future
regulations will have on its business, it is confident of its ability to equal
or exceed any reasonable safety standards.
The Company has several registered trademarks, including Winnebago, Itasca,
Chieftain, Minnie Winnie, Brave, Passage, Sunrise, Adventurer, Spirit, Suncruiser, Sundancer,
Sunflyer, Warrior, Vectra, Luxor, Rialta, Minnie, Thermo-Panel and Thermo-Steel.
RESEARCH AND DEVELOPMENT
During fiscal 1995, 19941997, 1996 and 1993,1995, the Company spent approximately $2,216,000,
$1,704,000$1,695,000,
$801,000 and $1,077,000,$2,216,000, respectively, on research and development activities.
These activities involved the equivalent of 23, 3024, 12 and 1723 full-time employees
during fiscal 1997, 1996 and 1995, 1994 and 1993, respectively.
HUMAN RESOURCES
As of September 1, 1995, 19941997, 1996 and 1993,1995, the Company employed approximately
3,010,2,830, 3,150 and 2,7703,010 persons, respectively. Of these, approximately 2,240,
2,3002,270,
2,250 and 2,0902,240 persons, respectively, were engaged in manufacturing and
shipping functions. None of the Company's employees are covered under a
collective bargaining agreement.
ITEM 2. Properties
The Company's manufacturing, maintenance and service operations are conducted in
multi-building complexes owned by the Company, containing an aggregate of
approximately 1,452,000 square feet in Forest City, Iowa. The Company also owns
698,000 square feet of warehouse facilities located in Forest City. The Company
leases approximately 235,000 square feet of its unoccupied manufacturing
facilities in Forest City to others. The Company also owns a manufacturing
facility (74,000 square feet) in Hampton, Iowa. The Company leases a storage
facility (25,000 square feet) in Hampton, Iowa and a manufacturing facility
(17,200 square feet) in Lorimor, Iowa. Leases on the above facilities expire at
various dates, the earliest of which is March, 1996.January 1, 1998. In fiscal 1989, the
Company purchased a 308,000 square foot shopping mall on 30 acres in Temple,
Texas. AtTexas (this facility was sold in August 26, 1995, the Company
had leased a majority of the mall to various retail stores.1997). In fiscal 1993, Winnebago
Industries Europe GmbH purchased a distribution and service facility in Kirkel, Germany. The facility hasconsisting
of approximately 16,700 square feet and is located on approximately six acres of
land. The Company also owns a 14,400
square footland in Kirkel, Germany (this facility was sold in Forest City which is leased to Cycle-Sat.August 1997). The Company's
facilities in Forest City are located on approximately 784780 acres of land, all
owned by the Company.
Most of the Company's buildings are of steel or steel and concrete construction
and are fire resistant with high-pressure sprinkler systems, dust collector
systems, automatic fire doors and alarm systems. The Company believes that its
facilities and equipment are well maintained, in excellent condition, suitable
for the purposes for which they are intended and adequate to meet the Company's
needs for the foreseeable future.
ITEM 3. Legal Proceedings
The Company is involved in various legal proceedings which are ordinary routine
litigation incident to its business, many of which are covered in whole or in
part by insurance. Counsel forWhile it is impossible to estimate with certainty the
Company based on his present knowledge of
pendingultimate legal proceedings and after consultationfinancial liability with trial counsel, has advised
the Company that, while the outcome of suchrespect to this litigation,
is uncertain, hemanagement is of the opinion that it is unlikely that these proceedings will result inwhile the final resolution of any recovery which will materially exceedsuch
litigation may have an impact on the Company's reserveconsolidated results for estimated
losses. Ona
particular reporting period, the basisultimate disposition of such advice, Management is of the opinion that the
pending legal proceedingslitigation will
not have any material adverse effect on the Company's financial position,
results of operations or liquidity.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Executive Officers of the Registrant
NAME OFFICE (YEAR FIRST ELECTED AN OFFICER) AGE
- --------------------- ------------------------------------------------------- ---------
John K. HansonFred G. Dohrmann + Chairman of the Board (1958) 82
Fred G. Dohrmann + President & Chief Executive Officer (1989) 6365
Bruce D. Hertzke + President & Chief Operating Officer (1989) 4446
Edwin F. Barker Vice President, Chief Financial Officer (1980) 50
Raymond M. Beebe Vice President, General Counsel & Secretary (1974) 53
Edwin F. Barker55
Ronald D. Buckmeier Vice President, Product Development (1997) 50
Brian J. Hrubes Controller & Chief Financial Officer (1980) 48
Jerome V. Clouse Vice President, Treasurer & International Development (1980) 52
Paul D. Hanson Vice President, Strategic Planning (1993) 49(1996) 46
James P. Jaskoviak Vice President, Sales and Marketing (1994) 4345
Robert J. Olson Vice President, Manufacturing (1996) 46
Joseph L. Soczek, Jr. Treasurer (1996) 54
+ Director
Officers are elected annually by the Board of Directors. All of the foregoing
officers have been employed by the Company as officers or in other responsible
positions for at least the last five years.
The only executive officers of the Company who are related are John K. Hanson
and Paul D. Hanson. Paul D. Hanson is the son of John K. Hanson.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Reference is made to information concerning the market for the Company's common
stock, cash dividenddividends and related stockholder matters on page 32 and the inside
back cover of the
Company's Annual Report to Shareholders for the year ended August 26, 1995,30, 1997,
which information is incorporated by reference herein. On October 19, 1995,16, 1997, the
Board of Directors declared a cash dividend of $.10 per common share payable
December 4, 1995January 5, 1998 to shareholders of record on November 3,
1995.December 5, 1997. The Company did not pay anypaid
dividends of $.20 per common share during fiscal years 1994 or 1993.year 1997 and $.30 per common
share during fiscal 1996.
ITEM 6. Selected Financial Data
Reference is made to the information included under the caption "Selected
Financial Data" on page 3031 of the Company's Annual Report to Shareholders for
the year ended August 26, 1995,30, 1997, which information is incorporated by reference
herein.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reference is made to the information under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 2710
through 2913 of the Company's Annual Report to Shareholders for the year ended
August 26, 1995,30, 1997, which information is incorporated by reference herein.
ITEM 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company which appear on pages 1014
through 2629 and the report of the independent accountants which appears on page
31,30, and the supplementary data under "Interim Financial Information (Unaudited)"
on page 309 of the Company's Annual Report to Shareholders for the year ended
August 26, 1995,30, 1997, are incorporated by reference herein.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Reference is made to the table entitled Executive Officers of the Registrant in
Part One of this report and to the information included under the caption
"Election of Directors" in the Company's Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held December 13, 1995,17, 1997, which information is
incorporated by reference herein.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10 percent of the Company's
common stock (collectively "Reporting Persons""REPORTING PERSONS") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. Reporting Persons are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such forms received or written
representations from certain Reporting Persons that no Forms 5 were required for
those persons, the Company believes that, during fiscal year 1995,1997, all the
Reporting Persons complied with all applicable filing requirements with the
exception of the inadvertent late filing byrequirements. Mr. Paul D. Hanson, Vice
President-Strategic Planning, of one Form 4 reporting a single sale of Common
Stock and the inadvertent late filing by Mr. Frederick M. Zimmerman,Gerald
E. Boman, a director of the Company, inadvertently omitted to file a Form 5 for
fiscal 1996 reporting an aggregate of oneeight gifts of common stock by Mr. Boman
and his wife. These transactions were reported in an amended Form 4 reporting a single purchase of Common Stock.5 for fiscal
1997.
ITEM 11. Executive Compensation
Reference is made to the information included under the caption "Executive
Compensation" in the Company's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 13, 1995,17, 1997, which information is
incorporated by reference herein.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Reference is made to the share ownership information included under the caption
"Voting Securities and Principal Holders Thereof" in the Company's Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held December
13, 1995,17, 1997, which information is incorporated by reference herein.
ITEM 13. Certain Relationships and Related Transactions
Reference is made to the information included under the caption "Certain
Transactions with Management" in the Company's Proxy Statement for the Annual
Meeting of Shareholders scheduled to be held December 13, 1995,17, 1997, which
information is incorporated by reference herein.
PART IV
ITEM 14. Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K
(a) 1. The consolidated financial statements of the Company are
incorporated by reference in ITEM 8 and an index to financial
statements appears on page 13 of this report.
2. Consolidated Financial Statement Schedules Winnebago
Industries, Inc. and Subsidiaries
PAGE
----
Report of Independent Public AccountantsAuditors on Supplemental
Financial Schedule 14
II. Valuation and Qualifying Accounts 15
All schedules, other than those indicated above,Schedule II, are omitted because of the
absence of the conditions under which they are required or because the
information required is shown in the consolidated financial statements
or the notes thereto.
(a) 3. Exhibits
See Exhibit Index on page 16.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into registrant's Registration Statements on Form S-8 Nos. 2-40316
(which became effective on or about June 10, 1971), 2-73221 (which became
effective on or about August 5, 1981), 2-82109 (which became
effective on or about March 15, 1983), 33-21757 (which became effective on or
about May 31, 1988), and 33-59930 (which became effective on or about March 24,
1993): and 333-31595 (which became effective on or about July 18, 1997).
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnifi-cation by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WINNEBAGO INDUSTRIES, INC.
By /s/ John K. HansonFred G. Dohrman
Chairman of the Board
Date: November 17, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on November 17, 1995, by the following persons on behalf
of the Registrant and in the capacities indicated.
SIGNATURE CAPACITY
/s/ John K. Hanson
John K. Hanson Chairman of the Board and Director
/s/ Fred G. Dohrmann
Fred G. Dohrmann President,Chairman of the Board, Chief Executive
Officer and Director
/s/ Edwin F. Barker
Edwin F. Barker Vice President, Controller and Chief Financial Officer
/s/ Gerald E. Boman
Gerald E. Boman Director
/s/ Keith D. Elwick
Keith D. ElwickJerry N. Currie
Jerry N. Currie Director
/s/ David G. Croonquist
David G. CroonquistJohn V. Hanson
John V. Hanson Director
/s/ Bruce D. Hertzke
Bruce D. Hertzke Director
/s/ Gerald C. Kitch
Gerald C. Kitch Director
/s/ Richard C. Scott
Richard C. Scott Director
/s/ Joseph M. Shuster
Joseph M. Shuster Director
/s/ Frederick M. Zimmerman
Frederick M. Zimmerman Director
/s/ Francis L. Zrostlik
Francis L. Zrostlik Director
/s/ Donald W. Olson
Donald W. Olson Director
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE
- ------------------------------------------- -----
Independent Auditors' Report 3130
Consolidated Balance Sheets 1014 - 1115
Consolidated Statements of Operations 1216
Consolidated Statements of Cash Flows 17
Consolidated Statements of Changes in Stockholders' Equity 14
Consolidated Statements of Cash Flows 1318
Notes to Consolidated Financial Statements 1519 - 2629
* Refers to respective pages in the Company's 19951997 Annual Report to
Shareholders, a copy of which is attached hereto, which pages are
incorporated herein by reference.
INDEPENDENT AUDITORS' REPORT
Board of Directors and ShareholderShareholders
Winnebago Industries, Inc.
Forest City, Iowa
We have audited the consolidated financial statements of Winnebago Industries,
Inc. and subsidiaries (the Company) as of August 26, 199530, 1997 and August 27, 199431, 1996
and for each of the three years in the period ended August 26, 199530, 1997 and have
issued our report thereon dated October 19, 1995, which includes an explanatory
paragraph regarding the Company' s change in its method of accounting for
post-retirement health care and other benefits during the year ended August 27,
1994:21, 1997. Such consolidated financial
statements and report are included in your fiscal 19951997 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also included
the consolidated financial statement schedule of Winnebago Industries, Inc. and
subsidiaries, as listed in Item 14(a)2. This consolidated financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such consolidated
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ Deloitte & Touch LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
October 19, 199521, 1997
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
--------------------------------------------------------------------------------
COLUMN COLUMN COLUMN COLUMN COLUMN E COLUMN F
A B C D E F
- ------------------------------------- ----------- ------------------------- ------------ ----------- -----------
ADDITIONS
(REDUCTIONS)
BALANCE AT CHARGED TO BAD DEBTS DEDUCTIONS BALANCE
BEGINNING COST AND RECOVERIES CHARGE-OFFSBAD DEBTS DEDUCTIONS AT END OF
PERIOD AND DESCRIPTION OF PERIOD EXPENSES RE-COVERIES CHARGE-OFFS OTHER* PERIOD
- ------------------------------------- ----------- ------------ ----------- ------------ ----------- -----------
Year Ended August 30, 1997:
Allowance for doubtful
accounts receivable $ 702 $ 730 $ 1 $ 4 $ --- $ 1,429
Allowance for doubtful
dealer receivables 197 (160) 118 --- --- 155
Allowance for excess and
obsolete inventory 569 1,319 --- 1,074 --- 814
Allowance for doubtful
notes receivable 797 668 --- --- --- 1,465
Year Ended August 31, 1996:
Allowance for doubtful
accounts receivable 1,128 359 --- 329 (456) 702
Allowance for doubtful
dealer receivables 255 (70) 29 17 --- 197
Allowance for excess and
obsolete inventory 669 1,301 --- 1,401 --- 569
Allowance for doubtful
notes receivable 950 (324) --- 285 456 797
Year Ended August 26, 1995:
Allowance for doubtful
accounts receivable $1,545 $ (212) $ 39 $ 188 $ - - - $1,1841,472 (228) 19 135 --- 1,128
Allowance for doubtful
dealer receivables 279 47 11 82 - - ---- 255
Allowance for excess and
obsolete inventory 1,370 1,425 - - ---- 2,126 - - ---- 669
Allowance for doubtful
notes receivable 2,024 - - - - - ---- --- 1,074 - - ---- 950
Year Ended August 27, 1994:
Allowance for doubtful
accounts receivable 2,798 (443) - - - 260 (550) 1,545
Allowance for doubtful
dealer receivables 290 (40) 29 - - - - - - 279
Allowance for excess and
obsolete inventory 939 1,051 - - - 620 - - - 1,370
Allowance for doubtful
notes receivable 1,362 122 210 220 550 2,024
Year Ended August 28, 1993:
Allowance for doubtful
accounts receivable 1,146 540 1 273 1,384 2,798
Allowance for doubtful
dealer receivables - - - 113 3 143 317 290
Allowance for excess and
obsolete inventory 1,562 777 - - - 1,400 - - - 939
Allowance for doubtful
notes receivable 1,427 843 - - - 232 (676) 1,362
* Includes transfers of reserves from doubtful dealer receivables to doubtful
accounts and from doubtful accounts to long-term notes receivable.
EXHIBIT INDEX
3a. Articles of Incorporation previously filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 27, 1988
(Commission File Number 1-6403), and incorporated by reference herein.
3b. Amended Bylaws of the Registrant previously filed with the Registrant's
Annual Report Form 10-K for the fiscal year ended August 27, 1994
(Commission File Number 1-6403) and incorporated by reference herein.Registrant.
4a. Restated Inventory Floor Plan Financing Agreement between Winnebago
Industries, Inc. and NationsCredit Corporation previously filed with
the Registrant's Annual Report on Form 10-K for the fiscal year ended
August 27, 1994 (Commission File Number 1-6403), and incorporated by
reference herein and the First Amendment dated October 31, 1995
thereto.
4b. Restated Financing and Security Agreement dated July 6, 1995 between
Winnebago Industries, Inc. and NationsCredit Commercial Corporation.
4c. Line of Credit Agreement dated February 24, 1994, among Winnebago
Industries, Inc., Cycle-Sat and Firstar Bank Cedar RapidsCorporation
previously filed with the Registrant's quarterly report on Form 10-Q for the quarter
ended February 26, 1994 (Commission File Number 1-6403) and an amendent
thereto previously filed with the Registrant's QuarterlyAnnual Report on Form 10-Q10-K for
the quarterfiscal year ended February 25,August 26, 1995 (Commission File Number 1-6403),
and both incorporated by reference herein.
10a. Winnebago Industries, Inc. Stock Option Plan for Outside Directors
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 29, 1992 (Commission File Number 1-6403),
and incorporated by reference herein.
10b. Amendment to Winnebago Industries, Inc. Deferred Compensation Plan.Plan
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 26, 1995 (Commission File Number 1-6403),
and incorporated by reference herein.
10c. Amendment to Winnebago Industries, Inc. Profit Sharing and Deferred
Savings and Investment Plan.Plan previously filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 26, 1995
(Commission File Number 1-6403), and incorporated by reference herein.
10d. Winnebago Industries, Inc. Book Unit Rights Plan previously filed with
the Registrant's Annual Report on Form 10-K for the fiscal year ended
August 29, 1987 (Commission File Number 1-6403), and incorporated by
reference herein.
10e. Winnebago Industries, Inc. 1987 Non-Qualified Stock Option Plan
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 29, 1987 (Commission File Number 1-6403),
and incorporated by reference herein.
10f. Winnebago Industries, Inc. RV Incentive Compensation Plan.
10g. Winnebago Industries, Inc. Employee's Stock Bonus Plan and Trust
Agreement previously filed with the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1996 (Commission File Number
1-6403) and incorporated by reference herein.
10h. Winnebago Industries, Inc. Directors' Deferred Compensation Plan.
10i. Winnebago Industries, Inc. 1997 Stock Option Plan.
13. Winnebago Industries, Inc. Annual Report to Shareholders for the year
ended August 26, 1995.30, 1997.
21. List of Subsidiaries.
23. Consent of Independent Accountants.Auditors.
27. Financial Data Schedule.