UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February 27,~~May 29, 2021

☐

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 incorporation or organization)

(I.R.S. Employer Identification No.)

P. O. Box 152,

Forest City,

Iowa

50436

(Address of principal executive offices)

(Zip Code)

~~641-~~

~~585-3535~~641-585-3535

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	WGO	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated filer ☐

Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~The number~~As of June 18, 2021, there were 33,599,487 shares of common stock, par value $0.50 per share, ~~outstanding on March 18, 2021 was 33,600,159.~~outstanding.

Winnebago Industries, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended May 29, 2021

Table of Contents

PART I. FINANCIAL ~~INFORMATION.~~INFORMATION

Item 1. ~~Condensed~~ Consolidated Financial ~~Statements.~~Statements

Winnebago Industries, Inc.

~~Condensed~~ Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited)

Three Months Ended Six Months Ended
(in thousands, except per share data) February 27,
2021 February 29,
2020 February 27,
2021 February 29,
2020
Net revenues $ 839,886 $ 626,810 $ 1,633,017 $ 1,215,268
Cost of goods sold 683,304 547,028 1,339,431 1,056,873
Gross profit 156,582 79,782 293,586 158,395
Selling, general, and administrative expenses 53,016 42,164 101,415 93,269
Amortization of intangible assets 3,591 7,974 7,181 11,588
Total operating expenses 56,607 50,138 108,596 104,857
Operating income 99,975 29,644 184,990 53,538
Interest expense 10,052 8,651 19,993 14,700
Non-operating income (311) (270) (217) (386)
Income before income taxes 90,234 21,263 165,214 39,224
Provision for income taxes 21,166 3,995 38,723 7,888
Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336
Income per common share:
Basic $ 2.06 $ 0.51 $ 3.77 $ 0.95
Diluted $ 2.04 $ 0.51 $ 3.74 $ 0.95
Weighted average common shares outstanding:
Basic 33,533 33,614 33,571 32,840
Diluted 33,910 33,918 33,821 33,143
Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336
Other comprehensive income (loss):
Amortization of net actuarial loss (net of tax of $3, $3, $6, and $5) 8 8 17 16
Interest rate swap activity (net of tax of $0, $0, $0, and $22) 0 0 0 (68)
Total other comprehensive income (loss) 8 8 17 (52)
Comprehensive income $ 69,076 $ 17,276 $ 126,508 $ 31,284

~~See~~


	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net revenues	$	960,737	$	402,458	$	2,593,754	$	1,617,726
Cost of goods sold	791,125		370,434		2,130,556		1,427,307
Gross profit	169,612		32,024		463,198		190,419
Selling, general, and administrative expenses	63,586		33,271		165,001		126,540
Amortization	3,590		6,926		10,771		18,514
Total operating expenses	67,176		40,197		175,772		145,054
Operating income (loss)	102,436		(8,173)		287,426		45,365
Interest expense	10,229		8,440		30,222		23,140
Non-operating income	(93)		(74)		(310)		(460)
Income (loss) before income taxes	92,300		(16,539)		257,514		22,685
Provision (benefit) for income taxes	21,005		(4,186)		59,728		3,702
Net income (loss)	$	71,295	$	(12,353)	$	197,786	$	18,983

Earnings (loss) per common share
Basic	$	2.12	$	(0.37)	$	5.89	$	0.57
Diluted	$	2.05	$	(0.37)	$	5.83	$	0.57

Weighted average common shares outstanding
Basic	33,552		33,625		33,565		33,102
Diluted	34,772		33,625		33,943		33,289

Net income (loss)	$	71,295	$	(12,353)	$	197,786	$	18,983
Other comprehensive income (loss), net of tax:
Amortization of net actuarial loss (net of tax of $3, $3, $9 and $9)	9		8		26		24
Interest rate swap activity (net of tax of $0, $141, $0 and $163)	0		(432)		0		(500)
Other comprehensive income (loss)	9		(424)		26		(476)
Comprehensive income (loss)	$	71,304	$	(12,777)	$	197,812	$	18,507

The accompanying Notes to ~~Condensed~~ Consolidated Financial ~~Statements.~~Statements are an integral part of these consolidated financial statements.

Table of Contents

Winnebago Industries, Inc.

~~Condensed~~ Consolidated Balance Sheets

~~(Unaudited)~~


(in thousands, except per share data)	(in thousands, except per share data)	February 27, 2021		August 29, 2020		(in thousands, except per share data)	May 29, 2021		August 29, 2020
							(Unaudited)
Assets	Assets					Assets
Current assets:
Current assets						Current assets
Cash and cash equivalents	Cash and cash equivalents	$	333,015	$	292,575	Cash and cash equivalents	$	405,841	$	292,575
Receivables, less allowance for doubtful accounts ($301 and $353, respectively)		232,349		220,798
Receivables, less allowance for doubtful accounts ($287 and $353, respectively)						Receivables, less allowance for doubtful accounts ($287 and $353, respectively)	228,199		220,798
Inventories, net	Inventories, net	278,468		182,941		Inventories, net	333,018		182,941
Prepaid expenses and other assets	Prepaid expenses and other assets	21,146		17,296		Prepaid expenses and other assets	21,559		17,296
Total current assets	Total current assets	864,978		713,610		Total current assets	988,617		713,610
Property, plant, and equipment, net	Property, plant, and equipment, net	173,609		174,945		Property, plant, and equipment, net	177,578		174,945
Other assets:
Goodwill	Goodwill	348,058		348,058		Goodwill	348,058		348,058
Other intangible assets, net	Other intangible assets, net	397,587		404,768		Other intangible assets, net	393,997		404,768
Investment in life insurance	Investment in life insurance	28,301		27,838		Investment in life insurance	28,381		27,838
Operating lease assets	Operating lease assets	27,833		29,463		Operating lease assets	27,318		29,463
Other assets		15,429		15,018
Other long-term assets						Other long-term assets	15,821		15,018
Total assets	Total assets	$	1,855,795	$	1,713,700	Total assets	$	1,979,770	$	1,713,700

Liabilities and Stockholders' Equity
Current liabilities:
Liabilities and Shareholders' Equity						Liabilities and Shareholders' Equity
Current liabilities						Current liabilities
Accounts payable	Accounts payable	$	144,604	$	132,490	Accounts payable	$	173,008	$	132,490
Income taxes payable	Income taxes payable	0		8,840		Income taxes payable	0		8,840
Accrued expenses:
Accrued expenses						Accrued expenses
Accrued compensation	Accrued compensation	47,086		36,533		Accrued compensation	59,412		36,533
Product warranties	Product warranties	76,040		64,031		Product warranties	82,062		64,031
Self-insurance	Self-insurance	17,469		17,437		Self-insurance	18,237		17,437
Promotional	Promotional	11,719		12,543		Promotional	9,851		12,543
Accrued interest	Accrued interest	4,260		4,652		Accrued interest	7,821		4,652
Accrued dividends						Accrued dividends	4,273		180
Other	Other	19,825		23,864		Other	20,946		23,684
Total current liabilities	Total current liabilities	321,003		300,390		Total current liabilities	375,610		300,390
Non-current liabilities:
Long-term debt, less current maturities		520,284		512,630
Long-term debt, net						Long-term debt, net	524,450		512,630
Deferred income taxes	Deferred income taxes	16,528		15,608		Deferred income taxes	14,852		15,608
Unrecognized tax benefits	Unrecognized tax benefits	6,207		6,511		Unrecognized tax benefits	6,538		6,511
Operating lease liabilities	Operating lease liabilities	25,942		27,048		Operating lease liabilities	25,391		27,048
Deferred compensation benefits, net of current portion	Deferred compensation benefits, net of current portion	10,521		11,130		Deferred compensation benefits, net of current portion	9,920		11,130
Other		12,946		12,917
Total non-current liabilities		592,428		585,844
Other long-term liabilities						Other long-term liabilities	12,751		12,917
Total liabilities						Total liabilities	969,512		886,234
Contingent liabilities and commitments (Note 10)	Contingent liabilities and commitments (Note 10)	0		0		Contingent liabilities and commitments (Note 10)	0		0
Stockholders' equity:
Preferred stock, par value $0.01: Authorized-10,000 shares; Issued-0		0		0
Common stock, par value $0.50: Authorized-120,000 shares; Issued-51,776 shares		25,888		25,888
Shareholders' equity						Shareholders' equity
Preferred stock, par value $0.01: 10,000 shares authorized; NaN shares issued and outstanding						Preferred stock, par value $0.01: 10,000 shares authorized; NaN shares issued and outstanding	0		0
Common stock, par value $0.50: 120,000 shares authorized; 51,776 shares issued and outstanding						Common stock, par value $0.50: 120,000 shares authorized; 51,776 shares issued and outstanding	25,888		25,888
Additional paid-in capital	Additional paid-in capital	209,727		203,791		Additional paid-in capital	214,460		203,791
Retained earnings	Retained earnings	1,032,020		913,610		Retained earnings	1,095,167		913,610
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(509)		(526)		Accumulated other comprehensive loss	(500)		(526)
Treasury stock, at cost: 18,225 and 18,133 shares, respectively	Treasury stock, at cost: 18,225 and 18,133 shares, respectively	(324,762)		(315,297)		Treasury stock, at cost: 18,225 and 18,133 shares, respectively	(324,757)		(315,297)
Total stockholders' equity		942,364		827,466
Total liabilities and stockholders' equity		$	1,855,795	$	1,713,700
Total shareholders' equity						Total shareholders' equity	1,010,258		827,466
Total liabilities and shareholders' equity						Total liabilities and shareholders' equity	$	1,979,770	$	1,713,700

~~See~~The accompanying Notes to ~~Condensed~~ Consolidated Financial ~~Statements.~~Statements are an integral part of these consolidated financial statements.

Table of Contents

Winnebago Industries, Inc.

~~Condensed~~ Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended
(in thousands) February 27,
2021 February 29,
2020
Operating activities:
Net income $ 126,491 $ 31,336
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 8,559 7,720
Amortization of intangible assets 7,181 11,588
Non-cash interest expense, net 6,769 4,182
Amortization of debt issuance costs 1,229 1,457
Last-in, first-out expense 552 664
Stock-based compensation 6,981 3,640
Deferred income taxes 914 576
Other, net (3,460) 252
Change in assets and liabilities:
Receivables (11,547) 11,734
Inventories (96,079) 45,275
Prepaid expenses and other assets 2,321 (4,081)
Accounts payable 12,487 4,688
Income taxes and unrecognized tax benefits (10,698) (966)
Accrued expenses and other liabilities 15,222 1,099
Net cash provided by operating activities 66,922 119,164
Investing activities:
Purchases of property and equipment (14,920) (19,057)
Acquisition of business, net of cash acquired 0 (264,280)
Proceeds from sale of property and equipment 7,778 0
Other, net (223) 179
Net cash used in investing activities (7,365) (283,158)
Financing activities:
Borrowings on long-term debt 1,647,764 1,412,294
Repayments on long-term debt (1,647,764) (1,115,044)
Purchase of convertible bond hedge 0 (70,800)
Proceeds from issuance of warrants 0 42,210
Payments of cash dividends (8,075) (7,174)
Payments for repurchases of common stock (12,109) 0
Payments of debt issuance costs (224) (10,761)
Other, net 1,291 (1,223)
Net cash (used in) provided by financing activities (19,117) 249,502
Net increase in cash and cash equivalents 40,440 85,508
Cash and cash equivalents at beginning of period 292,575 37,431
Cash and cash equivalents at end of period $ 333,015 $ 122,939


	Nine Months Ended
(in thousands)	May 29, 2021		May 30, 2020
Operating Activities
Net income	$	197,786	$	18,983
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	13,476		11,854
Amortization	10,771		18,514
Non-cash interest expense, net	10,372		7,440
Amortization of debt issuance costs	1,852		2,181
Last-in, first-out expense	2,321		1,450
Stock-based compensation	11,719		3,332
Deferred income taxes	(765)		365
Other, net	(4,412)		516
Change in operating assets and liabilities:
Receivables, net	(7,384)		31,440
Inventories, net	(152,398)		91,938
Prepaid expenses and other assets	1,010		159
Accounts payable	40,817		(13,528)
Income taxes and unrecognized tax benefits	(12,771)		(2,622)
Accrued expenses and other liabilities	35,560		(9,585)
Net cash provided by (used in) operating activities	147,954		162,437

Investing Activities
Purchases of property, plant and equipment	(23,596)		(28,582)
Acquisition of business, net of cash acquired	0		(260,965)
Proceeds from sale of property, plant and equipment	12,450		0
Other, net	(224)		141
Net cash provided by (used in) investing activities	(11,370)		(289,406)

Financing Activities
Borrowings on long-term debt	2,629,932		1,795,209
Repayments on long-term debt	(2,629,932)		(1,501,709)
Purchase of convertible bond hedge	0		(70,800)
Proceeds from issuance of warrants	0		42,210
Payments of cash dividends	(12,136)		(10,881)
Payments for repurchases of common stock	(12,109)		(1,789)
Payments of debt issuance costs	(224)		(10,761)
Other, net	1,151		539
Net cash provided by (used in) financing activities	(23,318)		242,018

Net increase in cash and cash equivalents	113,266		115,049
Cash and cash equivalents at beginning of period	292,575		37,431
Cash and cash equivalents at end of period	$	405,841	$	152,480

Table of Contents


Supplemental cash flow disclosure:

Supplemental Disclosures						Supplemental Disclosures
Income taxes paid, net	Income taxes paid, net	$	47,804	$	7,652	Income taxes paid, net	$	71,090	$	6,240
Interest paid	Interest paid	$	12,244	$	9,938	Interest paid	14,618		14,961

Non-cash transactions:
Issuance of Winnebago common stock for acquisition of business		$	0	$	92,572
Non-cash investing and financing activities						Non-cash investing and financing activities
Issuance of common stock for acquisition of business						Issuance of common stock for acquisition of business	$	0	$	92,572
Capital expenditures in accounts payable	Capital expenditures in accounts payable	$	195	$	118	Capital expenditures in accounts payable	121		255
Dividends declared not yet paid						Dividends declared not yet paid	4,273		126

~~See~~The accompanying Notes to ~~Condensed~~ Consolidated Financial ~~Statements.~~Statements are an integral part of these consolidated financial statements.

Table of Contents

Winnebago Industries, Inc.

~~Condensed~~ Consolidated Statements of Changes in ~~Stockholders'~~Shareholders' Equity

(Unaudited)

Three Months Ended February 27, 2021
(in thousands,
except per share data) Common Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity
Number Amount Number Amount
Balances at November 28, 2020 51,776 $ 25,888 $ 204,551 $ 966,945 $ (517) (18,275) $ (325,309) $ 871,558
Stock-based compensation, net of forfeitures — — 4,622 — — 1 5 4,627
Issuance of stock, net — — 554 — — 58 1,045 1,599
Repurchase of common stock — — — — — (9) (503) (503)
Common stock dividends; $0.12 per share — — — (3,993) — — — (3,993)
Actuarial loss, net of tax — — — — 8 — — 8
Net income — — — 69,068 — — — 69,068
Balances at February 27, 2021 51,776 $ 25,888 $ 209,727 $ 1,032,020 $ (509) (18,225) $ (324,762) $ 942,364
Six Months Ended February 27, 2021
(in thousands,
except per share data) Common Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity
Number Amount Number Amount
Balances at August 29, 2020 51,776 $ 25,888 $ 203,791 $ 913,610 $ (526) (18,133) $ (315,297) $ 827,466
Stock-based compensation, net of forfeitures — — 6,968 — — 1 13 6,981
Issuance of stock, net — — (1,032) — — 149 2,631 1,599
Repurchase of common stock — — — — — (242) (12,109) (12,109)
Common stock dividends; $0.24 per share — — — (8,081) — — — (8,081)
Actuarial loss, net of tax — — — — 17 — — 17
Net income — — — 126,491 — — — 126,491
Balances at February 27, 2021 51,776 $ 25,888 $ 209,727 $ 1,032,020 $ (509) (18,225) $ (324,762) $ 942,364
Three Months Ended February 29, 2020
(in thousands,
except per share data) Common Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity
Number Amount Number Amount
Balances at November 30, 2019 51,776 $ 25,888 $ 198,733 $ 877,469 $ (551) (18,177) $ (315,930) $ 785,609
Stock-based compensation, net of forfeitures — — 1,830 — — 0 8 1,838
Issuance of stock, net — — 188 — — 25 430 618
Repurchase of common stock — — — — — (1) (74) (74)
Common stock dividends; $0.11 per share — — — (3,743) — — — (3,743)
Actuarial loss, net of tax — — — — 8 — — 8
Net income — — — 17,268 — — — 17,268
Balances at February 29, 2020 51,776 $ 25,888 $ 200,751 $ 890,994 $ (543) (18,153) $ (315,566) $ 801,524


	Three Months Ended May 29, 2021
(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
	Number	Amount								Number	Amount
Balance at February 27, 2021	51,776	$	25,888	$	209,727	$	1,032,020	$	(509)	(18,225)	$	(324,762)	$	942,364
Stock-based compensation	—	—		4,733		—		—		0	5		4,738
Common stock dividends paid; $0.12 per share	—	—		—		(4,062)		—		—	—		(4,062)
Common stock dividends accrued; $0.12 per share	—	—		—		(4,086)		—		—	—		(4,086)
Actuarial loss, net of tax	—	—		—		—		9		—	—		9
Net income	—	—		—		71,295		—		—	—		71,295
Balance at May 29, 2021	51,776	$	25,888	$	214,460	$	1,095,167	$	(500)	(18,225)	$	(324,757)	$	1,010,258

	Three Months Ended May 30, 2020
(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
	Number	Amount								Number	Amount
Balance at February 29, 2020	51,776	$	25,888	$	200,751	$	890,994	$	(543)	(18,153)	$	(315,566)	$	801,524
Stock-based compensation	—	—		(315)		—		—		0	7		(308)
Issuance of stock, net	—	—		20		—		—		8	133		153
Repurchase of common stock	—	—		—		—		—		(1)	(52)		(52)
Common stock dividends paid; $0.11 per share	—	—		—		(3,730)		—		—	—		(3,730)
Actuarial loss, net of tax	—	—		—		—		8		—	—		8
Interest rate swap activity, net of tax	—	—		—		—		(432)		—	—		(432)
Net loss	—	—		—		(12,353)		—		—	—		(12,353)
Balance at May 30, 2020	51,776	$	25,888	$	200,456	$	874,911	$	(967)	(18,146)	$	(315,478)	$	784,810

	Nine Months Ended May 29, 2021
	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
	Number	Amount								Number	Amount
Balance at August 29, 2020	51,776	$	25,888	$	203,791	$	913,610	$	(526)	(18,133)	$	(315,297)	$	827,466
Stock-based compensation	—	—		11,701		—		—		1	18		11,719
Issuance of stock	—	—		(1,032)		—		—		149	2,631		1,599
Repurchase of common stock	—	—		—		—		—		(242)	(12,109)		(12,109)
Common stock dividends paid; $0.36 per share	—	—		—		(12,136)		—		—	—		(12,136)
Common stock dividends accrued; $0.12 per share	—	—		—		(4,093)		—		—	—		(4,093)
Actuarial loss, net of tax	—	—		—		—		26		—	—		26
Net income	—	—		—		197,786		—		—	—		197,786
Balance at May 29, 2021	51,776	$	25,888	$	214,460	$	1,095,167	$	(500)	(18,225)	$	(324,757)	$	1,010,258

Table of Contents


		Six Months Ended February 29, 2020															Nine Months Ended May 30, 2020
(in thousands, except per share data)	(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity		(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
		Number	Amount								Number	Amount					Number	Amount								Number	Amount
Balances at August 31, 2019		51,776	$	25,888	$	91,185	$	866,886	$	(491)	(20,262)	$	(351,256)	$	632,212
Stock-based compensation, net of forfeitures		—	—		3,624		—		—		—	17		3,641
Balance at August 31, 2019																Balance at August 31, 2019	51,776	$	25,888	$	91,185	$	866,886	$	(491)	(20,262)	$	(351,256)	$	632,212
Stock-based compensation																Stock-based compensation	—	—		3,309		—		—		1	23		3,332
Issuance of stock, net	Issuance of stock, net	—	—		(2,031)		—		—		153	2,649		618		Issuance of stock, net	—	—		(2,011)		—		—		160	2,782		771
Issuance of stock for acquisition	Issuance of stock for acquisition	—	—		57,811		—		—		2,000	34,761		92,572		Issuance of stock for acquisition	—	—		57,811		—		—		2,000	34,761		92,572
Repurchase of common stock	Repurchase of common stock	—	—		—		—		—		(44)	(1,737)		(1,737)		Repurchase of common stock	—	—		—		—		—		(45)	(1,788)		(1,788)
Common stock dividends; $0.22 per share		—	—		—		(7,228)		—		—	—		(7,228)
Common stock dividends paid; $0.33 per share																Common stock dividends paid; $0.33 per share	—	—		—		(10,958)		—		—	—		(10,958)
Actuarial loss, net of tax	Actuarial loss, net of tax	—	—		—		—		16		—	—		16		Actuarial loss, net of tax	—	—		—		—		24		—	—		24
Interest rate swap activity, net of tax	Interest rate swap activity, net of tax	—	—		—		—		(68)		—	—		(68)		Interest rate swap activity, net of tax	—	—		—		—		(500)		—	—		(500)
Equity component of convertible senior notes and offering costs, net of tax of $20,840	Equity component of convertible senior notes and offering costs, net of tax of $20,840	—	—		61,335		—		—		—	—		61,335		Equity component of convertible senior notes and offering costs, net of tax of $20,840	—	—		61,335		—		—		—	—		61,335
Convertible note hedge purchase, net of tax of $17,417	Convertible note hedge purchase, net of tax of $17,417	—	—		(53,383)		—		—		—	—		(53,383)		Convertible note hedge purchase, net of tax of $17,417	—	—		(53,383)		—		—		—	—		(53,383)
Warrant transactions	Warrant transactions	—	—		42,210		—		—		—	—		42,210		Warrant transactions	—	—		42,210		—		—		—	—		42,210
Net income	Net income	—	—		—		31,336		—		—	—		31,336		Net income	—	—		—		18,983		—		—	—		18,983
Balances at February 29, 2020		51,776	$	25,888	$	200,751	$	890,994	$	(543)	(18,153)	$	(315,566)	$	801,524
Balance at May 30, 2020																Balance at May 30, 2020	51,776	$	25,888	$	200,456	$	874,911	$	(967)	(18,146)	$	(315,478)	$	784,810

~~See~~The accompanying Notes to ~~Condensed~~ Consolidated Financial ~~Statements.~~Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Notes to ~~Condensed~~ Consolidated Financial Statements

(Unaudited)

(Dollars and shares in thousands, unless otherwise noted)

Note 1:1. Basis of Presentation

~~Unless~~The consolidated financial statements include the ~~context otherwise requires, the~~accounts of Winnebago Industries, Inc. and its wholly owned subsidiaries. Significant intercompany account balances and transactions have been eliminated.

The use of the terms "Winnebago Industries," "Winnebago", and "the Company" in ~~these Notes to Condensed Consolidated Financial Statements~~this Quarterly Report on Form 10-Q, unless the context otherwise requires, refers to Winnebago Industries, Inc. and its ~~wholly-owned~~wholly owned subsidiaries.

InThe interim unaudited consolidated financial statements included herein are prepared pursuant to the ~~opinion~~rules and regulations of ~~management,~~ the ~~accompanying Condensed Consolidated~~United States (“U.S.”) Securities and Exchange Commission (“SEC”). The information furnished in these consolidated financial statements includes normal recurring adjustments, unless noted otherwise in the Notes to Financial Statements, ~~contain~~and reflects all adjustments that are, in management’s opinion, necessary for a fair presentation ~~as prescribed by accounting principles generally accepted~~of such financial statements. The consolidated financial statements are prepared in ~~the United States~~accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). ~~All adjustments were comprised of normal recurring adjustments, except as noted~~GAAP requires us to make estimates and assumptions that affect amounts reported. Certain information and footnote disclosures normally included in ~~these Notes~~financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to ~~Condensed Consolidated Financial Statements.~~SEC rules and regulations.

~~Interim results are not necessarily indicative of the results to be expected for the full year.~~ The ~~interim Condensed Consolidated Financial Statements~~consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited ~~Consolidated Financial Statements~~consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended August 29, ~~2020.~~2020 filed with the SEC. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

Fiscal Period

The Company ~~follows~~has a ~~52-/53-week~~5-4-4 quarterly accounting cycle with the fiscal year ending on the last Saturday in August. Fiscal 2021 ~~and~~ending on August 28, 2021 will consist of 52 weeks. Fiscal 2020 ~~are both a 52-week year.~~ended on August 29, 2020 consisted of 52 weeks.

Cash and ~~cash equivalents~~Cash Equivalents

Cash and cash equivalents ~~include all~~represent cash, demand deposits and highly liquid investments with original maturities of three months or less ~~or which are readily convertible into known amounts of cash and~~that are not legally restricted. Cash equivalents are recorded at cost, which approximates fair value. Accounts at each banking institution are insured by the Federal Deposit Insurance Corporation up to $250,000, while the remaining balances are uninsured.

Subsequent Events

In preparing the accompanying unaudited ~~Condensed Consolidated Financial Statements,~~consolidated financial statements, the Company evaluated subsequent events for potential recognition and disclosure through the date of this ~~filing. There were~~filing noting no material subsequent ~~events, except for the item noted below.~~

~~Dividend~~

On March 17, 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.12 per share payable on April 28, 2021 to common stockholders of record at the close of business on April 14, 2021.events.

CARES Act

The Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law on March 27, ~~2020.~~2020 to help alleviate the impact of the COVID-19 pandemic in the U.S. The Company is taking advantage of the employer payroll tax ~~("FICA")~~ deferral offered by the CARES Act, which allows the Company to defer the payment of employer payroll taxes for the period from March 27, 2020 to December 31, 2020. The deferred ~~FICA~~employer payroll tax liability as of ~~February 27,~~May 29, 2021 was ~~$16.2 million~~$16,223 and will be payable in equal installments atin December 2021 and December 2022. ~~Additionally, the~~The Company also took advantage of a tax credit granted to companies under the CARES Act who continued to pay their employees when operations were fully or partially suspended. The refundable tax credit available through the end of the third quarter of Fiscal 2020 reflected in cost of goods sold on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) was approximately $3,999. The entire amount is expected to be received by the end of calendar year 2021. As of May 29, 2021, $3,202 remains outstanding within other current assets ~~is approximately $4.0 million, of which $3.2 million is outstanding, and will be received in Fiscal 2021.~~on the Consolidated Balance Sheets.

Recently Adopted Accounting Pronouncements

The Company adopted Accounting Standards Codification ("ASC") Topic 326, Financial Instruments—Credit Losses ~~(“Topic 326”)~~, ~~effective August 30, 2020. The new~~which changes the accounting for credit losses on instruments measured at amortized costs, such as accounts receivables and deposits by adding an impairment model ~~(known as the current expected credit loss ("CECL") model)~~that is based on expected losses rather than incurred losses. ~~Topic 326 is applicable to financial assets measured at amortized cost, such~~An entity will recognize as ~~accounts receivable and deposits. It requires historical loss data to be adjusted to reflect changes in asset-specific considerations, current conditions and reasonable and supportable forecasts~~an allowance its estimate of ~~future economic conditions. The~~ expected credit losses, ~~are adjusted each period for changes~~which is believed to result in ~~expected lifetime credit losses.~~more timely recognition of such losses as the standard eliminates the probable initial recognition threshold. The Company adopted ~~Topic 326~~the new standard using the modified retrospective ~~transition~~ approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to its opening retained earnings as of August 30, 2020. ~~Therefore, comparative information prior to the adoption date has not been adjusted.~~ As a result, ~~of adoption of Topic 326,~~ the Company did not ~~recognize an~~adjust comparative period financial information for periods before the effective date. No incremental allowance for credit losses ~~on its accounts receivable for~~has been recognized during the ~~first six~~nine months ended ~~February 27, 2021.~~May 29, 2021 as a result of the adoption. The adoption of this standard did not ~~materially~~have a material impact on the ~~Company's Condensed Consolidated Financial Statements.~~

Company’s

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financial condition, results of operations or disclosures.

Recently Issued Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)~~. ASU 2020-06~~ which reduces the number of models used to account for convertible instruments, amends diluted ~~EPS~~earnings per share ("EPS") calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. ~~The amendments add certain~~Certain disclosure requirements were also added to increase transparency and decision-usefulness ~~about~~regarding a convertible instrument's terms and features. ~~Under the amendment, the Company must use~~Additionally, the if-converted method for including convertible instruments must be used in diluted EPS as opposed to the treasury stock method. ~~ASU 2020-06~~The new guidance is effective for annual reporting periods beginning after December 15, 2021, ~~(the~~which is the Company's Fiscal ~~2023).~~2023. Early adoption is ~~allowed under the standard with~~permitted using either a modified retrospective or full retrospective ~~method.~~approach. The Company expects to adopt the new guidance in the first quarter of Fiscal ~~2023. While it~~2023 and has not yet evaluated the impact the adoption of this guidance will have on its financial condition, results of operations or disclosures; however, the new guidance is expected to change the Company's diluted EPS ~~reporting, the extent to which the standard will have a material impact on the Company's consolidated financial statements is uncertain at this time.~~reporting.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting~~. ASU 2020-04~~, which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by ~~the amendments in~~ this ~~update~~guidance apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. ~~These amendments are~~This guidance is not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ~~ASU 2020-04 is effective as of March 12, 2020~~The guidance can be applied immediately through December 31, ~~2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020.~~2022. The Company will adopt this standard when LIBOR is discontinued and does not expect a material impact to its ~~consolidated~~ financial ~~statements.~~condition, results of operations or disclosures based on the current debt portfolio and capital structure.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,~~. ASU 2019-12 simplifies the accounting for income taxes by removing~~which eliminates certain exceptions to ~~the~~Topic 740's general principles, ~~of Topic 740.~~improves consistent application and simplifies its application. The standard is effective for annual reporting periods beginning after December 15, 2020, ~~(the~~which is the Company's Fiscal ~~2022),~~2022, including interim periods within those annual reporting periods. The Company expects to adopt the new guidance in the first quarter of Fiscal 2022, and does not expect a material impact to its ~~consolidated~~ financial ~~statements.~~condition, results of operations or disclosures.

Note 2:2. Business Segments

The Company has 6 operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine and 6) Winnebago specialty vehicles. ~~The Company evaluates~~Financial performance is evaluated based on each operating segment's Adjusted ~~EBITDA,~~Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined below, which excludes certain corporate administration expenses and non-operating income and expense.

The Company's 2 reportable segments ~~include: 1)~~are: Towable ~~(comprised of products which are not motorized and are generally towed by another vehicle as well as other related manufactured products and services), which is an~~(an aggregation of the Grand Design towables and the Winnebago towables operating ~~segments~~segments) and 2) Motorhome ~~(comprised of products that include a motorized chassis as well as other related manufactured products and services), which is an~~(an aggregation of the Winnebago motorhomes and Newmar motorhomes operating ~~segments.~~segments). Towable is comprised of non-motorized products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome is comprised of products that include a motorized chassis, along with other related manufactured products and services.

The Corporate / All Other category includes the Chris-Craft marine and Winnebago specialty vehicles operating segments as well as ~~expenses related to~~ certain corporate administration expenses ~~for~~related to the oversight of the ~~enterprise. These expenses include items~~enterprise, such as corporate leadership and administration costs.

Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category.

The Company's ~~chief operating decision maker ("CODM") is its~~ Chief Executive ~~Officer. The Company's CODM relies on internal management reporting that analyzes~~Officer (the Chief Operating Decision Maker ("CODM")) regularly reviews consolidated financial results in their entirety and ~~each~~ operating ~~segment's~~segment financial information through Adjusted ~~EBITDA. The Company's CODM~~EBITDA, and has ultimate responsibility for enterprise decisions. The Company's CODM ~~determines, in particular, resource allocation~~is responsible for allocating resources and ~~monitors the~~assessing performance of the consolidated enterprise, ~~the Towable~~reportable segments and operating segments. Management of each operating segment ~~and the Motorhome segment. The operating segments' management have~~has responsibility for operating decisions, allocating resources and assessing performance within their respective ~~segments. The~~operating segment. Both reportable segments and all operating segments follow the same accounting policies ~~of both reportable segments are the same and are described~~ in Note 1 ~~Summary of Significant Accounting Policies, of~~to the ~~Notes to~~ Consolidated Financial Statements included in Item 8 of Part II of the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020.

Table of Contents

The Company monitors and evaluates ~~the~~operating performance of its reportable segments based on Adjusted EBITDA. The Company believes disclosing Adjusted EBITDA is useful to securities analysts, investors and other interested parties when evaluating companies in the industry. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other pretax adjustments made in order to present comparable results from period to period. Examples of items excluded from Adjusted EBITDA include acquisition-related fair-value inventory step-up, acquisition-related costs, restructuring expenses, gain or loss on sale of property and equipment, and non-operating income (loss).

Financial information by reportable segment is as follows:


	Three Months Ended				Nine Months Ended
(in thousands)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net Revenues
Towable	$	555,749	$	188,898	$	1,449,934	$	813,611
Motorhome	385,257		203,590		1,090,221		755,023
Corporate / All Other	19,731		9,970		53,599		49,092
Consolidated	$	960,737	$	402,458	$	2,593,754	$	1,617,726

Adjusted EBITDA
Towable	$	80,130	$	16,451	$	205,639	$	86,982
Motorhome	37,467		(10,789)		118,779		13,488
Corporate / All Other	(7,823)		(1,588)		(17,386)		(8,919)
Consolidated	$	109,774	$	4,074	$	307,032	$	91,551

Capital Expenditures
Towable	$	4,639	$	2,296	$	11,490	$	11,962
Motorhome	2,976		5,768		10,247		13,348
Corporate / All Other	1,061		1,492		1,859		3,272
Consolidated	$	8,676	$	9,556	$	23,596	$	28,582


(in thousands)	May 29, 2021		August 29, 2020
Assets
Towable	$	745,249	$	718,253
Motorhome	721,603		600,304
Corporate / All Other	512,918		395,143
Consolidated	$	1,979,770	$	1,713,700

1011

Table of Contents

~~and equipment, and non-operating income. The following table shows information by reportable segment:~~

Three Months Ended Six Months Ended
(in thousands) February 27,
2021 February 29,
2020 February 27,
2021 February 29,
2020
Net Revenues
Towable $ 439,284 $ 283,463 $ 894,185 $ 624,713
Motorhome 382,575 325,542 704,964 551,433
Corporate / All Other 18,027 17,805 33,868 39,122
Consolidated $ 839,886 $ 626,810 $ 1,633,017 $ 1,215,268
Adjusted EBITDA
Towable $ 62,366 $ 34,746 $ 125,509 $ 70,531
Motorhome 50,969 14,946 81,312 24,277
Corporate / All Other (5,370) (4,263) (9,563) (7,331)
Consolidated $ 107,965 $ 45,429 $ 197,258 $ 87,477
Capital Expenditures
Towable $ 2,714 $ 5,640 $ 6,851 $ 9,666
Motorhome 3,268 5,372 7,271 7,612
Corporate / All Other 249 1,421 798 1,779
Consolidated $ 6,231 $ 12,433 $ 14,920 $ 19,057

(in thousands) February 27,
2021 August 29,
2020
Total Assets
Towable $ 723,388 $ 718,253
Motorhome 694,077 600,304
Corporate / All Other 438,330 395,143
Consolidated $ 1,855,795 $ 1,713,700

Reconciliation of net income to consolidated Adjusted ~~EBITDA:~~

Three Months Ended Six Months Ended
(in thousands) February 27, 2021 February 29, 2020 February 27, 2021 February 29, 2020
Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336
Interest expense 10,052 8,651 19,993 14,700
Provision for income taxes 21,166 3,995 38,723 7,888
Depreciation 4,399 4,134 8,559 7,720
Amortization of intangible assets 3,591 7,974 7,181 11,588
EBITDA 108,276 42,022 200,947 73,232
Acquisition-related fair-value inventory step-up 0 3,634 0 4,810
Acquisition-related costs 0 0 0 9,950
Restructuring expenses 0 43 93 (129)
Gain on sale of property and equipment 0 0 (3,565) 0
Non-operating income (311) (270) (217) (386)
Adjusted EBITDA $ 107,965 $ 45,429 $ 197,258 $ 87,477
EBITDA is as follows:


	Three Months Ended				Nine Months Ended
(in thousands)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net income (loss)	$	71,295	$	(12,353)	$	197,786	$	18,983
Interest expense	10,229		8,440		30,222		23,140
Provision (benefit) for income taxes	21,005		(4,186)		59,728		3,702
Depreciation	4,917		4,134		13,476		11,854
Amortization	3,590		6,926		10,771		18,514
EBITDA	111,036		2,961		311,983		76,193
Acquisition-related fair-value inventory step-up	0		0		0		4,810
Acquisition-related costs	0		(189)		0		9,761
Restructuring expenses	19		1,376		112		1,247
Gain on sale of property, plant and equipment	(1,188)		0		(4,753)		0
Non-operating income	(93)		(74)		(310)		(460)
Adjusted EBITDA	$	109,774	$	4,074	$	307,032	$	91,551

~~Table of Contents~~

Note 3:3. Investments and Fair Value Measurements

In determining the fair value of financial assets and liabilities, the Company utilizes market data or other assumptions that it believes market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with the Company as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

Level 1 — Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date.

Level 2 — Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

~~The Company accounts for fair value measurements in accordance with ASC 820,~~ ~~Fair Value Measurements and Disclosures~~, which defines fair value, establishes a framework for measurement, and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

~~Level 1~~ ~~- Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.~~

~~Level 2~~ ~~- Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:~~

•~~Quoted prices for similar assets or liabilities in active markets;~~

•~~Quoted prices for identical or similar assets in nonactive markets;~~

•~~Inputs other than quoted prices that are observable for the asset or liability; and~~

•~~Inputs that are derived principally from or corroborated by other observable market data.~~

~~Level 3~~ - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

~~The following tables set forth by level within the fair value hierarchy the Company's financial~~Financial assets and liabilities ~~that were accounted for~~measured at fair value on a recurring basis ~~at February 27, 2021 and August 29, 2020 according to the valuation techniques the Company used to determine their fair values:~~

Fair Value at Fair Value Hierarchy
(in thousands) February 27,
2021 Level 1 Level 2 Level 3
Assets that fund deferred compensation:
Domestic equity funds $ 838 $ 838 $ 0 $ 0
International equity funds 36 36 0 0
Fixed income funds 47 47 0 0
Total assets at fair value $ 921 $ 921 $ 0 $ 0
are as follows:


		Fair Value at		Fair Value Hierarchy							Fair Value at		Fair Value Hierarchy
(in thousands)	(in thousands)	August 29, 2020		Level 1		Level 2		Level 3		(in thousands)	May 29, 2021		Level 1		Level 2		Level 3
Assets that fund deferred compensation:
Assets that fund deferred compensation										Assets that fund deferred compensation
Domestic equity funds	Domestic equity funds	$	626	$	626	$	0	$	0	Domestic equity funds	$	917	$	917	$	0	$	0
International equity funds	International equity funds	34		34		0		0		International equity funds	39		39		0		0
Fixed income funds	Fixed income funds	50		50		0		0		Fixed income funds	46		46		0		0
Total assets at fair value	Total assets at fair value	$	710	$	710	$	0	$	0	Total assets at fair value	$	1,002	$	1,002	$	0	$	0

~~The following methods and assumptions were used to estimate the fair value~~

Table of ~~each class of financial instrument:~~Contents


	Fair Value at		Fair Value Hierarchy
(in thousands)	August 29, 2020		Level 1		Level 2		Level 3
Assets that fund deferred compensation
Domestic equity funds	$	626	$	626	$	0	$	0
International equity funds	34		34		0		0
Fixed income funds	50		50		0		0
Total assets at fair value	$	710	$	710	$	0	$	0

Assets that ~~fund deferred compensation~~Fund Deferred Compensation

The Company's assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. These securities, used to fund the Executive Share Option Plan and the Executive Deferred Compensation Plan, are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. ~~These securities fund the Executive Share Option Plan and the Executive Deferred Compensation Plan.~~ Refer to Note 11 ~~Employee and Retiree Benefits~~, of the Notes to the Consolidated

~~Table of Contents~~

Financial Statements included in Item 8 of Part II of the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional information regarding these plans.

The proportion of the assets that will fund options which expire within a year are included in ~~Prepaid~~prepaid expenses and other assets inon the ~~accompanying Condensed~~ Consolidated Balance Sheets. The remaining assets are classified as non-current and ~~are~~ included in ~~Other assets.~~other assets on the Consolidated Balance Sheets.

Assets and Liabilities ~~that are measured~~Measured at Fair Value on a Nonrecurring Basis

~~The Company's non-financial assets, which include goodwill, intangible assets, and property, plant and equipment,~~Certain financial instruments are ~~not required to be~~ measured at fair value on a ~~recurring~~nonrecurring basis. ~~However, if~~These assets primarily include goodwill, intangible assets, property, plant and equipment, and right-of-use lease assets. These assets were originally recognized at amounts equal to the fair value determined at date of acquisition or purchase. If certain triggering events occur, or if an annual impairment test is required, the Company ~~must~~will evaluate the non-financial asset for impairment. If an impairment has occurred, the asset is ~~required~~will be written down to ~~be recorded at the~~its current estimated fair value. NaN impairments were recorded for non-financial assets in the ~~second quarter of Fiscal~~three or ninemonths ended May 29, 2021 or ~~the second quarter of Fiscal~~May 30, 2020.

Assets and Liabilities Not Measured at Fair Value ~~of Financial Instruments~~

~~The Company's~~Certain financial instruments ~~other than those presented in the disclosures above,~~are not measured at fair value but are recorded at carrying amounts approximating fair value based on their short-term nature. These financial instruments include cash and cash equivalents, receivables, accounts payable, other payables, and long-term debt. ~~The fair values of cash, receivables, accounts payable, and other payables approximated carrying values because of the short-term nature of these instruments.~~ If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. See Note 8 ~~Long-Term Debt~~, for information about the fair value of the Company's long-term debt.

Note 4:4. Inventories

Inventories consist of the following:


(in thousands)	(in thousands)	February 27, 2021		August 29, 2020		(in thousands)	May 29, 2021		August 29, 2020
Finished goods	Finished goods	$	9,184	$	17,141	Finished goods	$	19,638	$	17,141
Work-in-process	Work-in-process	145,092		86,651		Work-in-process	182,316		86,651
Raw materials	Raw materials	160,577		114,982		Raw materials	169,218		114,982
Total	Total	314,853		218,774		Total	371,172		218,774
Less last-in, first-out ("LIFO") reserve		36,385		35,833
Less: Last-in, first-out ("LIFO") reserve						Less: Last-in, first-out ("LIFO") reserve	38,154		35,833
Inventories, net	Inventories, net	$	278,468	$	182,941	Inventories, net	$	333,018	$	182,941

Inventory valuation methods consist of the following:


(in thousands)	(in thousands)	February 27, 2021		August 29, 2020		(in thousands)	May 29, 2021		August 29, 2020
LIFO basis	LIFO basis	$	131,760	$	88,675	LIFO basis	$	147,836	$	88,675
First-in, first-out basis	First-in, first-out basis	183,093		130,099		First-in, first-out basis	223,336		130,099
Total	Total	$	314,853	$	218,774	Total	$	371,172	$	218,774

The above inventory value, ~~of inventories,~~ before reduction for the LIFO reserve, approximates replacement cost at the respective dates.

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Note 5:5. Property, Plant, and Equipment

Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following:


(in thousands)	(in thousands)	February 27, 2021		August 29, 2020		(in thousands)	May 29, 2021		August 29, 2020
Land	Land	$	9,111	$	11,101	Land	$	9,111	$	11,101
Buildings and building improvements	Buildings and building improvements	147,587		144,565		Buildings and building improvements	147,679		144,565
Machinery and equipment	Machinery and equipment	120,106		117,370		Machinery and equipment	120,557		117,370
Software	Software	28,611		28,456		Software	33,644		28,456
Transportation	Transportation	4,938		4,913		Transportation	4,974		4,913
Construction in progress	Construction in progress	19,216		20,778		Construction in progress	22,158		20,778
Property, plant, and equipment, gross	Property, plant, and equipment, gross	329,569		327,183		Property, plant, and equipment, gross	338,123		327,183
Less accumulated depreciation		155,960		152,238
Less: Accumulated depreciation						Less: Accumulated depreciation	160,545		152,238
Property, plant, and equipment, net	Property, plant, and equipment, net	$	173,609	$	174,945	Property, plant, and equipment, net	$	177,578	$	174,945

Depreciation expense was ~~$4.4 million~~$4,917 and ~~$4.1 million during~~$4,134 for the ~~second quarters of Fiscal~~three months ended May 29, 2021 and May 30, 2020, ~~respectively;~~respectively, and ~~$8.6 million~~$13,476 and ~~$7.7 million~~$11,854 for the ~~first six~~nine months ~~of Fiscal~~ended May 29, 2021 and May 30, 2020, respectively.

Note 6:6. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill by segment, ~~were as follows for the first six months of Fiscal 2021 and 2020, of which there were~~with no accumulated impairment ~~losses:~~losses, for the nine months ended May 29, 2021 and May 30, 2020 are as follows:


(in thousands)	(in thousands)	Towable		Motorhome		Corporate / All Other		Total		(in thousands)	Towable		Motorhome		Corporate / All Other		Total
Balances at August 31, 2019	Balances at August 31, 2019	$	244,684	$	0	$	30,247	$	274,931	Balances at August 31, 2019	$	244,684	$	0	$	30,247	$	274,931
Acquisition of Newmar(1)	Acquisition of Newmar(1)	0		73,929		0		73,929		Acquisition of Newmar(1)	0		73,127		0		73,127
Balances at February 29, 2020		$	244,684	$	73,929	$	30,247	$	348,860
Balances at May 30, 2020										Balances at May 30, 2020	$	244,684	$	73,127	$	30,247	$	348,058

Balances at August 29, 2020 and February 27, 2021(2)		$	244,684	$	73,127	$	30,247	$	348,058
Balances at August 29, 2020 and May 29, 2021(2)										Balances at August 29, 2020 and May 29, 2021(2)	$	244,684	$	73,127	$	30,247	$	348,058

(1) The change in Motorhome activity is related to the acquisition of Newmar Corporation, Dutch Real Estate Corp., New-Way Transport and New-Serv (collectively "Newmar") that occurred on November 8, 2019. See Note 2 ~~Business Combinations~~to the Consolidated Financial Statements included in Item 8 of Part II of the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional acquisition information.

(2) There was no0 activity in the ~~six~~nine months ~~beginning August~~ended May 29, ~~2020 and ending February 27,~~ 2021.

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Other intangible assets, net of accumulated amortization, consist of the following:


			February 27, 2021					August 29, 2020					May 29, 2021
($ in thousands)	($ in thousands)	Weighted Average Life-Years	Cost		Accumulated Amortization		Weighted Average Life-Years	Cost		Accumulated Amortization		($ in thousands)	Weighted Average Life-Years	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names	Trade names	Indefinite	$	275,250			Indefinite	$	275,250			Trade names	Indefinite	$	275,250	$	—	$	275,250
Dealer networks	Dealer networks	12.1	159,581		$	39,070	12.2	159,581		$	32,487	Dealer networks	12.1	159,581		$	42,360	117,221
Backlog	Backlog	0.5	28,327		28,327		0.5	28,327		28,327		Backlog	0.5	28,327		28,327		0
Non-compete agreements	Non-compete agreements	4.3	6,647		4,821		4.1	6,647		4,223		Non-compete agreements	4.3	6,647		5,121		1,526
Other intangible assets, gross			469,805		72,218			469,805		65,037
Less accumulated amortization			72,218					65,037
Other intangible assets, net			$	397,587				$	404,768
Other intangible assets												Other intangible assets		$	469,805	$	75,808	$	393,997

													August 29, 2020
($ in thousands)												($ in thousands)	Weighted Average Life-Years	Cost		Accumulated Amortization		Net Carrying Value
Trade names												Trade names	Indefinite	$	275,250	$	—	$	275,250
Dealer networks												Dealer networks	12.2	159,581		32,487		127,094
Backlog												Backlog	0.5	28,327		28,327		0
Non-compete agreements												Non-compete agreements	4.1	6,647		4,223		2,424
Other intangible assets												Other intangible assets		$	469,805	$	65,037	$	404,768

The weighted average remaining amortization period for intangible assets as of ~~February 27,~~May 29, 2021 was approximately 109 years.

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~~Remaining estimated aggregate annual~~Estimated future amortization expense ~~by fiscal year~~related to finite-lived intangible assets is as follows:


(in thousands)	Amount
Remainder of Fiscal 2021	$	~~7,180~~3,590
Fiscal 2022	13,719
Fiscal 2023	13,526
Fiscal 2024	13,424
Fiscal 2025	13,219
Fiscal 2026	13,165
Thereafter	~~61,269~~48,104
Total amortization expense remaining	$	~~122,337~~118,747

Note 7:7. Product Warranties

The Company provides certain service and warranty on its products. From time to time, the Company also voluntarily incurs costs for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of the Company's products and the goodwill of the Company's customers. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available.

In addition to the costs associated with the contractual warranty coverage provided on products, the Company also occasionally incurs costs as a result of additional service actions not covered by warranties, including product recalls and customer satisfaction actions. Although the Company estimates and reserves for the cost of these service actions when probable and estimable, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.

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Changes in the ~~Company's~~ product warranty liability are as follows:


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
(in thousands)	(in thousands)	February 27, 2021		February 29, 2020		February 27, 2021		February 29, 2020		(in thousands)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Balance at beginning of period	Balance at beginning of period	$	70,502	$	61,107	$	64,031	$	44,436	Balance at beginning of period	$	76,040	$	60,211	$	64,031	$	44,436
Business acquisition(1)	Business acquisition(1)	0		0		0		15,147		Business acquisition(1)	0		0		0		15,147
Provision	Provision	20,227		15,729		41,930		31,047		Provision	23,056		13,227		64,986		44,274
Claims paid	Claims paid	(14,689)		(16,625)		(29,921)		(30,419)		Claims paid	(17,034)		(12,773)		(46,955)		(43,192)
Balance at end of period	Balance at end of period	$	76,040	$	60,211	$	76,040	$	60,211	Balance at end of period	$	82,062	$	60,665	$	82,062	$	60,665

(1) Relates to the acquisition of Newmar on November 8, 2019. See Note 2 ~~Business Combinations~~to the Consolidated Financial Statements in Item 8 of Part II of the Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional acquisition information.

Note 8:8. Long-Term Debt

~~The components~~Long-term debt consists of ~~long-term debt are as follows:~~the following:


(in thousands)	(in thousands)	February 27, 2021		August 29, 2020		(in thousands)	May 29, 2021		August 29, 2020
ABL Credit Facility	ABL Credit Facility	$	0	$	0	ABL Credit Facility	$	0	$	0
Senior Secured Notes	Senior Secured Notes	300,000		300,000		Senior Secured Notes	300,000		300,000
Convertible Notes	Convertible Notes	300,000		300,000		Convertible Notes	300,000		300,000
Long-term debt, gross	Long-term debt, gross	600,000		600,000		Long-term debt, gross	600,000		600,000
Convertible Notes unamortized interest discount	Convertible Notes unamortized interest discount	(67,525)		(74,294)		Convertible Notes unamortized interest discount	(63,922)		(74,294)
Debt issuance costs, net	Debt issuance costs, net	(12,191)		(13,076)		Debt issuance costs, net	(11,628)		(13,076)
Long-term debt, net	Long-term debt, net	$	520,284	$	512,630	Long-term debt, net	$	524,450	$	512,630

Credit Agreements

On July 8, 2020, the Company closed its private offering (the “Senior Secured Notes Offering”) of ~~$300 million~~$300,000 aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). The Senior Secured Notes were issued in accordance with an Indenture dated as of July 8, 2020 (the “Indenture”). The Senior Secured Notes will mature on July 15, 2028 unless earlier redeemed or repurchased. Interest on the Senior Secured Notes accrues starting July 8, 2020 and is payable semi-annually in arrears on January 15 and July 15 of each year, which began on January 15, 2021. The Senior Secured Notes and the

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related guarantees are secured by (i) a first-priority lien on substantially all of the Company’s and the subsidiary guarantor parties' existing and future assets (other than certain collateral under the Company’s ABL facility) and (ii) a second-priority lien on the Company’s present and future ~~accounts and~~ receivables, inventory and other related assets and proceeds that secure the ABL facility on a first-priority basis.

The Indenture limits certain abilities of the Company and its subsidiaries (subject to certain exceptions and qualifications) to incur additional debt and provide additional guarantees; make restricted payments; create or permit certain liens; make certain asset sales; use the proceeds from the sale of assets and subsidiary stock; create or permit restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other inter-company distributions; engage in certain transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer all or substantially all of the Company’s assets and the assets of its restricted subsidiaries.

~~The Company amortizes debt~~Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Senior Secured Notes, a proportional amount of the unamortized debt issuance costs is expensed. As part of the Senior Secured Notes Offering, the Company capitalized ~~$7.5 million~~$7,493 in debt issuance costs that will be amortized over the eight-year term of the agreement.

On November 8, 2016, the Company entered into an asset-based revolving credit agreement ("ABL") and a loan agreement ("Term Loan") with JPMorgan Chase Bank, N.A. ("JPMorgan Chase"), as administrative agent and certain lenders from time to time party thereto. The remaining principal balance of the Term Loan as of July 8, 2020 was ~~$249.8 million,~~$249,750, which was repaid with the proceeds from the Senior Secured Notes, and debt issuance costs of ~~$4.7 million~~$4,650 were written off upon repayment. In addition, the interest rate swaps with a liability position of ~~$0.6 million hedging~~$600 used to hedge the Term Loan interest rates were settled early in July ~~2020.~~2020 in conjunction with the Term Loan repayment.

Under the ABL, the Company has a ~~$192.5 million~~$192,500 credit facility that matures on October 22, 2024 (subject to certain factors which may accelerate the maturity date) on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL is available for issuance of letters of credit to a specified limit of ~~$19.3 million.~~$19,250. The Company

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pays a commitment fee of 0.25% on the average daily amount of the facility available, but unused. The Company can elect to base the interest rate on various rates plus specific spreads depending on the amount of borrowings outstanding. If drawn, the Company would pay interest on ABL borrowings at a floating rate based upon LIBOR plus a spread of between 1.25% and 1.75%, depending on the usage of the facility during the most recent quarter. Based on current usage, the Company would pay LIBOR plus 1.25%.

Convertible Notes

On November 1, 2019, the Company issued ~~$300.0 million~~$300,000 in aggregate principal amount of 1.5% unsecured convertible senior notes due 2025 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting the initial purchasers' transaction fees and offering expense payable by the Company, were approximately ~~$290.2 million.~~$290,223. The Convertible Notes bear interest at the annual rate of 1.5%, payable on April 1 and October 1 of each year, beginning on April 1, 2020, and will mature on April 1, 2025, unless earlier converted or repurchased by the Company.

The Convertible Notes will be convertible into cash, shares of the Company's common stock or a combination thereof, at the election of the Company, at an initial conversion rate of 15.6906 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $63.73 per share, as adjusted pursuant to the terms of the indenture governing the Convertible Notes. The Convertible Notes may be converted at any time on or after October 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date.

The conversion rate of the Convertible Notes may be adjusted in certain circumstances, including in connection with a conversion of the Convertible Notes made following certain fundamental changes and under other circumstances set forth in the indenture. It is the Company's current intent to settle all conversions of the Convertible Notes through settlement of cash. The Company’s ability to cash settle may be limited depending on the stock price at the time of conversion.

Prior to the close of business on the business day immediately preceding October 1, 2024, the Convertible Notes will be convertible only under the following circumstances:

~~(1)~~ 1.during any fiscal quarter commencing after December 31, 2019 if the closing sale price of the common stock is more than 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

~~(2)~~ 2.during the 5 consecutive business day period after any 5 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate for the Convertible Notes on each such trading day; or

~~(3)~~ 3.upon the occurrence of certain specified corporate events set forth in the indenture.

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The Company may not redeem the Convertible Notes at its option prior to the maturity date, and no sinking fund is provided for the Convertible Notes.

On October 29, 2019 and October 30, 2019, in connection with the offering of the Convertible Notes, the Company entered into privately negotiated convertible note hedge transactions (collectively, the “Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of the Company's common stock that initially underlie the Convertible Notes, and are expected generally to reduce the potential dilution and/or offset any cash payments the Company is required to make in excess of the principal amount due, as the case may be, upon conversion of the Convertible Notes in the event that the market price of the Company's common stock is greater than the strike price of the Hedge Transactions, which was initially $63.73 per share (subject to adjustment under the terms of the Hedge Transactions), corresponding to the initial conversion price of the Convertible Notes.

On October 29, 2019 and October 30, 2019, the Company also entered into privately negotiated warrant transactions (collectively, the “Warrant Transactions” and, together with the Hedge Transactions, the “Call Spread Transactions”), whereby the Company sold warrants at a higher strike price relating to the same number of shares of the Company's common stock that initially underlie the Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the warrants is $96.20 per share (subject to adjustment under the terms of the Warrant Transactions), which is 100% above the last reported sale price of the Company's common stock on October 29, 2019. The Warrant Transactions could have a dilutive effect to the Company's ~~stockholders~~shareholders to the extent that the market price per share of the Company's common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

The Company used ~~$28.6 million~~$28,590 of the net proceeds from the issuance of the Convertible Notes to pay the cost of the Call Spread Transactions.

The Hedge Transactions and the Warrant Transactions are separate transactions, in each case, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Call Spread Transactions.

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Accounting Treatment of the Convertible Notes and Related Hedge Transactions and Warrant Transactions

The Call Spread Transactions were classified as equity. The Company bifurcated the proceeds from the offering of the Convertible Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately ~~$215.0 million~~$214,979 and ~~$85.0 million,~~$85,021, respectively. The initial ~~$215.0 million~~$214,979 liability component was determined based on the fair value of similar debt instruments excluding the conversion feature assuming a hypothetical interest rate of 8%. The initial ~~$85.0 million~~$85,021 ($~~64.1 million~~64,106 net of tax) equity component represents the difference between the fair value of the initial ~~$215.0 million~~$214,979 in debt and the ~~$300.0 million~~$300,000 of gross proceeds. The related initial debt discount of ~~$85.0 million~~$85,021 is being amortized over the life of the Convertible Notes as non-cash interest expense using the effective interest method.

In connection with the above-noted transactions, the Company incurred approximately ~~$9.8 million~~$9,777 of offering-related costs. These offering fees were allocated to the liability and equity components in proportion to the allocation of proceeds and accounted for as debt and equity issuance costs, respectively. The Company allocated ~~$7.0 million~~$7,006 of debt issuance costs to the liability component, which were capitalized as deferred financing costs within ~~Long-term debt.~~long-term debt on the Consolidated Balance Sheets. These costs are being amortized as interest expense over the term of the debt using the effective interest method. The remaining ~~$2.8 million~~$2,771 of transaction costs allocated to the equity component were recorded as a reduction of the equity component.

Fair Value and Future Maturities

As of ~~February 27,~~May 29, 2021 ~~the fair value of long-term debt, gross, was $723.1 million. As of~~and August 29, 2020, the fair value of long-term debt, gross, was ~~$674.7 million.~~$729,954 and $674,709, respectively.

Aggregate contractual maturities of debt in future fiscal years are as follows:


(in thousands)	Amount
Remainder of Fiscal 2021	$	0
Fiscal 2022	0
Fiscal 2023	0
Fiscal 2024	0
Fiscal 2025	300,000
Fiscal 2026	0
Thereafter	300,000
Total Senior Secured Notes and Convertible Notes	$	600,000

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Note 9:9. Employee and Retiree Benefits

Deferred compensation liabilities are as follows:


(in thousands)	(in thousands)	February 27, 2021		August 29, 2020		(in thousands)	May 29, 2021		August 29, 2020
Non-qualified deferred compensation	Non-qualified deferred compensation	$	10,583	$	11,460	Non-qualified deferred compensation	$	10,157	$	11,460
Supplemental executive retirement plan	Supplemental executive retirement plan	1,864		1,838		Supplemental executive retirement plan	1,601		1,838
Executive deferred compensation plan	Executive deferred compensation plan	924		710		Executive deferred compensation plan	1,004		710
Deferred compensation benefits	Deferred compensation benefits	13,371		14,008		Deferred compensation benefits	12,762		14,008
Less current portion(1)	Less current portion(1)	2,850		2,878		Less current portion(1)	2,842		2,878
Deferred compensation benefits, net of current portion	Deferred compensation benefits, net of current portion	$	10,521	$	11,130	Deferred compensation benefits, net of current portion	$	9,920	$	11,130

(1) Included in ~~Accrued~~accrued compensation on the ~~Condensed~~ Consolidated Balance Sheets.

Note ~~10:~~10. Contingent Liabilities and Commitments

Repurchase Commitments

Generally, manufacturers in the same industries as the Company enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers. Most dealers are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the units purchased.

The Company's repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, ~~Winnebago Industries~~the Company will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months, provide that the Company's liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. The Company's liability

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cannot exceed 100% of the dealer invoice. In certain instances, the Company also repurchases inventory from dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreational vehicles or boats to repurchase current inventory if a dealership exits the business. The total contingent liability on all repurchase agreements of the Company was approximately ~~$916.4 million~~$739,966 and ~~$798.9 million~~$798,906 at ~~February 27,~~May 29, 2021 and August 29, 2020, respectively.

Repurchased sales are not recorded as a revenue transaction, ~~but~~rather the net difference between the original repurchase price and the resale price ~~are~~is recorded against the loss reserve, which is a deduction from gross revenue. The Company's loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. The Company's risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to the Company's repurchase agreements represents all financed dealer inventory at the ~~period~~period-end reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and the Company's historical loss experience, an associated loss reserve is established which is included in ~~Accrued~~accrued expenses: ~~Other~~other on the ~~Condensed~~ Consolidated Balance Sheets. The Company's repurchase accrual was ~~$1.0 million~~$989 and $980 at ~~February 27,~~May 29, 2021 and August 29, ~~2020.~~2020, respectively. Repurchase risk is affected by the credit worthiness of the Company's dealer ~~network, and management~~network. The Company does not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments.

There was no material activity related to repurchase agreements during the ~~first six~~nine months ended ~~February 27,~~May 29, 2021 and ~~February 29,~~May 30, 2020.

Litigation

The Company is involved in various legal proceedings which are considered ordinary and routine litigation incidental to the business, some of which are covered in whole or in part by insurance. While the Company believes the ultimate disposition of litigation will not have a material adverse effect on the Company's financial position, results of operations or liquidity, ~~there exists~~ the possibility exists that such litigation may have an impact on the Company's results for a particular reporting period in which litigation effects become probable and reasonably estimable. Though the Company does not believe there is a reasonable likelihood that there will be a material change related to these matters, litigation is subject to inherent uncertainties and ~~management’s~~the Company's view of these matters may change in the future.

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Note ~~11:~~11. Revenue

~~The Company generates all~~All operating revenue is generated from contracts with customers. The Company's primary revenue source ~~of revenue~~ is generated through the sale of manufactured ~~motorized~~non-motorized towable units, ~~non-motorized towable~~motorized units and marine units to the Company's independent dealer network (the Company's customers). The following table disaggregates revenue by reportable segment and product category:


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
(in thousands)	(in thousands)	February 27, 2021		February 29, 2020		February 27, 2021		February 29, 2020		(in thousands)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net Revenues	Net Revenues									Net Revenues
Towable:
Towable										Towable
Fifth Wheel	Fifth Wheel	$	226,942	$	156,748	$	467,390	$	351,937	Fifth Wheel	$	284,432	$	107,364	$	751,822	$	459,301
Travel Trailer	Travel Trailer	207,042		123,894		415,638		264,357		Travel Trailer	264,450		77,974		680,088		342,331
Other(1)	Other(1)	5,300		2,821		11,157		8,419		Other(1)	6,867		3,560		18,024		11,979
Total Towable	Total Towable	439,284		283,463		894,185		624,713		Total Towable	555,749		188,898		1,449,934		813,611
Motorhome:
Motorhome										Motorhome
Class A	Class A	157,744		179,705		291,910		245,349		Class A	172,437		92,280		464,347		337,629
Class B	Class B	137,170		81,893		246,457		167,349		Class B	135,705		65,000		382,162		232,349
Class C	Class C	79,263		55,657		148,549		122,533		Class C	67,386		39,268		215,935		161,801
Other(1)	Other(1)	8,398		8,287		18,048		16,202		Other(1)	9,729		7,042		27,777		23,244
Total Motorhome	Total Motorhome	382,575		325,542		704,964		551,433		Total Motorhome	385,257		203,590		1,090,221		755,023
Corporate / All Other:
Corporate / All Other										Corporate / All Other
Other(2)	Other(2)	18,027		17,805		33,868		39,122		Other(2)	19,731		9,970		53,599		49,092
Total Corporate / All Other	Total Corporate / All Other	18,027		17,805		33,868		39,122		Total Corporate / All Other	19,731		9,970		53,599		49,092
Consolidated		$	839,886	$	626,810	$	1,633,017	$	1,215,268
Consolidated Net Revenues										Consolidated Net Revenues	$	960,737	$	402,458	$	2,593,754	$	1,617,726

(1) Relates to parts, accessories, and services.

(2) Relates to marine units, specialty vehicle units, parts, accessories, and services.

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The Company does not have material contract assets or liabilities. ~~The Company establishes allowances~~Allowances for uncollectible receivables are established based on historical collection trends, write-off history, consideration of current conditions and expectations for future economic conditions.

Concentration of Risk

~~None of the Company's~~No single dealer ~~organizations accounted for more than 10% of net revenue for each of the second quarter periods of Fiscal 2021 and Fiscal 2020. In addition, none of the Company's dealer organizations~~organization accounted for more than 10% of net revenue for the ~~first six~~three or nine months ~~of Fiscal~~ended May 29, 2021 ~~and Fiscal~~or May 30, 2020.

Note ~~12:~~12. Stock-Based Compensation

On December 11, 2018, the Company's shareholders approved the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan ("2019 Plan") as detailed in the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders. The 2019 Plan allows the Company to grant or issue non-qualified stock options, incentive stock options, restricted share ~~awards,~~units, and other equity compensation to key employees and to non-employee directors. The 2019 Plan replaces the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "2014 Plan"). The number of shares of the Company's Common Stock that may be ~~the subject of awards~~awarded and issued under the 2019 Plan is ~~4.1 million,~~4,100 shares, plus the shares subject to any awards outstanding under the 2014 Plan and the Company's predecessor plan, the 2004 Incentive Compensation Plan (the “2004 Plan”), on December 11, 2018 that subsequently expire, are forfeited or canceled, or are settled for cash. Until such time, ~~however,~~ awards under the 2014 Plan and the 2004 Plan, respectively, that are outstanding on December 11, 2018 will continue to be subject to the terms of the 2014 Plan or 2004 Plan, as applicable. Shares remaining available for future awards under the 2014 Plan were not carried over into the 2019 Plan.

Stock-based compensation expense was ~~$4.6 million~~$4,738 and ~~$2.0 million~~$(308) during the ~~second quarters of Fiscal~~three months ended May 29, 2021 and May 30, 2020, respectively, and ~~$7.0 million~~$11,719 and ~~$3.6 million~~$3,332 during the ~~first six~~nine months ~~of Fiscal~~ended May 29, 2021 and ~~2020.~~May 30, 2020, respectively. Compensation expense is recognized over the requisite service or performance period of the award.

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Note ~~13:~~13. Restructuring

In Fiscal 2020, the Company's Class A diesel production included in the Motorhome reportable segment was moved from Junction City, OR to Forest City, IA. In November 2020, a portion of the property in Junction City, OR was sold for net proceeds of ~~$7.7 million~~$7,731 with a resulting gain of ~~$3.6 million.~~$3,565. In May 2021, the rest of the property in Junction City, OR was sold for net proceeds of $4,692 with a resulting gain of $1,188. The gain on ~~this sale~~both sales is included within selling, general, and administrative expenses on the Consolidated Statements of Income (Loss) for Fiscal 2021. Total restructuring expenses related to the relocation for the ~~first six~~nine months ~~of Fiscal~~ended May 29, 2021 were immaterial to the ~~overall financial statements.~~

Consolidated Financial Statements. The Company does not expect additional ~~reorganization~~restructuring charges during the remainder of Fiscal 2021.

Note ~~14:~~14. Income Taxes

The Company's effective tax rate ~~increased to 23.4%~~was 22.8% and 25.3% for the ~~six~~three months ended ~~February 27,~~May 29, 2021 ~~from 20.1%~~and May 30, 2020, respectively, and 23.2% and 16.3% for the ~~first six~~nine months ended ~~February~~May 29, 2021 and May 30, 2020, respectively. The decrease in tax rate for the three months ended May 29, 2021 compared to the three months ended May 30, 2020 was primarily due ~~primarily~~ to ~~consistent year-over-year credits over higher current year pre-tax income and~~a favorable ~~research and development discrete items~~tax adjustment in the ~~prior~~third quarter of Fiscal 2020 driven by a change in projected annual performance over a pretax loss resulting in a higher calculated effective tax rate. The increase in tax rate for the nine months ended May 29, 2021 compared to the nine months ended May 30, 2020 was driven primarily by the impact of consistent tax credits year-over-year over an increased year to date pretax income in the current year.

The Company files a U.S. Federal tax return, as well as returns in various international and state jurisdictions. As of ~~February 27,~~May 29, 2021, the Company's Federal returns from Fiscal 2017 to present are subject to review by the Internal Revenue Service. With limited ~~exception,~~exceptions, state returns from Fiscal 2016 to present continue to be subject to review by state taxing jurisdictions. The Company is currently under review by certain U.S. state tax authorities for Fiscal 2016 through Fiscal 2019. The Company believes it has adequately reserved for its exposure to potential additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

~~Note 15: Income Per Share~~

~~The following table reflects the calculation of basic and diluted income per share:~~

Three Months Ended Six Months Ended
(in thousands, except per share data) February 27,
2021 February 29,
2020 February 27,
2021 February 29,
2020
Numerator
Net income $ 69,068 $ 17,268 $ 126,491 $ 31,336
Denominator
Weighted average common shares outstanding 33,533 33,614 33,571 32,840
Dilutive impact of stock compensation awards 270 304 250 303
Dilutive impact of convertible notes 107 0 0 0
Weighted average common shares outstanding, assuming dilution 33,910 33,918 33,821 33,143
Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution 0 45 53 94
Basic income per common share $ 2.06 $ 0.51 $ 3.77 $ 0.95
Diluted income per common share $ 2.04 $ 0.51 $ 3.74 $ 0.95

~~Anti-dilutive securities were not included in the computation of diluted income per common share because they are considered anti-dilutive under the treasury stock method.~~

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Note ~~16:~~15. Earnings Per Share

Basic and diluted earnings per share are calculated as follows:


	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Net income (loss)	$	71,295	$	(12,353)	$	197,786	$	18,983

Weighted average common shares outstanding	33,552		33,625		33,565		33,102
Dilutive impact of stock compensation awards	384		0		302		187
Dilutive impact of convertible notes	836		0		76		0
Weighted average diluted common shares outstanding	34,772		33,625		33,943		33,289

Anti-dilutive securities excluded from weighted average diluted common shares outstanding	1		123		46		104

Basic earnings (loss) per common share	$	2.12	$	(0.37)	$	5.89	$	0.57
Diluted earnings (loss) per common share	$	2.05	$	(0.37)	$	5.83	$	0.57

Under the treasury stock method, shares associated with certain anti-dilutive securities have been excluded from the diluted weighted average shares outstanding calculation because the exercise of those options would lead to a net reduction in common shares outstanding or anti-dilution.

Note 16. Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were:


		Three Months Ended											Three Months Ended
		February 27, 2021				February 29, 2020							May 29, 2021				May 30, 2020
(in thousands)	(in thousands)	Defined Benefit Pension Items		Total		Defined Benefit Pension Items		Total				(in thousands)	Defined Benefit Pension Items		Total		Defined Benefit Pension Items		Interest Rate Swap		Total
Balance at beginning of period	Balance at beginning of period	$	(517)	$	(517)	$	(551)	$	(551)			Balance at beginning of period	$	(509)	$	(509)	$	(543)	$	0	$	(543)
Other comprehensive income (loss) ("OCI") before reclassifications												Other comprehensive income (loss) ("OCI") before reclassifications	0		0		0		(432)		(432)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	8		8		8		8				Amounts reclassified from AOCI	9		9		8		0		8
Net current-period OCI												Net current-period OCI	9		9		8		(432)		(424)
Balance at end of period	Balance at end of period	$	(509)	$	(509)	$	(543)	$	(543)			Balance at end of period	$	(500)	$	(500)	$	(535)	$	(432)	$	(967)

		Six Months Ended											Nine Months Ended
		February 27, 2021				February 29, 2020							May 29, 2021				May 30, 2020
(in thousands)	(in thousands)	Defined Benefit Pension Items		Total		Defined Benefit Pension Items		Interest Rate Swap		Total		(in thousands)	Defined Benefit Pension Items		Total		Defined Benefit Pension Items		Interest Rate Swap		Total
Balance at beginning of period	Balance at beginning of period	$	(526)	$	(526)	$	(559)	$	68	$	(491)	Balance at beginning of period	$	(526)	$	(526)	$	(559)	$	68	$	(491)
OCI before reclassifications	OCI before reclassifications	0		0		0		(68)		(68)		OCI before reclassifications	0		0		0		(500)		(500)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	17		17		16		0		16		Amounts reclassified from AOCI	26		26		24		0		24
Net current-period OCI	Net current-period OCI	17		17		16		(68)		(52)		Net current-period OCI	26		26		24		(500)		(476)
Balance at end of period	Balance at end of period	$	(509)	$	(509)	$	(543)	$	0	$	(543)	Balance at end of period	$	(500)	$	(500)	$	(535)	$	(432)	$	(967)

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Reclassifications out of AOCI, net of tax, were:


			Three Months Ended				Six Months Ended						Three Months Ended				Nine Months Ended
(in thousands)	(in thousands)	Location on Consolidated Statements of Income and Comprehensive Income	February 27, 2021		February 29, 2020		February 27, 2021		February 29, 2020		(in thousands)	Location on Consolidated Statements of Income and Comprehensive Income	May 29, 2021		May 30, 2020		May 29, 2021		May 30, 2020
Amortization of net actuarial loss	Amortization of net actuarial loss	SG&A	$	8	$	8	$	17	$	16	Amortization of net actuarial loss	SG&A	$	9	$	8	$	26	$	24

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

~~Unless the context otherwise requires, the use of the~~The terms "Winnebago," "we," "us," and ~~"our" refers~~"our," unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries.

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. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude.

Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended August 29, 2020 (including the information presented therein under Risk Factors), as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited. All dollar amounts are in thousands unless otherwise noted.

Overview

Winnebago Industries, Inc. is one of the leading North American manufacturers ~~with a diversified portfolio~~ of recreation vehicles ("RV"s) and marine products with a diversified portfolio used primarily in leisure travel and outdoor ~~recreation~~recreational activities. We produce our motorhome units in Iowa and Indiana; our towable units in Indiana; and our marine units in Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer.

COVID-19 Pandemic

We continue to monitor guidance from international and domestic authorities, including federal, state and local public health authorities, regarding the COVID-19 pandemic and may take additional actions based on their requirements and recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. Overall, t~~There~~here has been strong retail demand by consumers of RVs as a safe travel option during the COVID-19 pandemic. ~~In addition, while~~While our production has experienced certain supply shortages, we ~~are~~continue to actively ~~managing~~manage through these temporary supply chain disruptions. Refer to the ~~COVID-19-related~~COVID-19 related risk factors disclosed in Item 1A ~~"Risk Factors"~~of Part I in our Annual Report on Form 10-K for the fiscal year ended August 29, 2020.

Non-GAAP Reconciliation

This MD&A includes financial information prepared in accordance with ~~accounting principles generally accepted in the U.S. ("GAAP"),~~GAAP, as well as certain adjusted or non-GAAP financial measures such as EBITDA and Adjusted EBITDA. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other pretax adjustments made in order to present comparable results from period to period.

These non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, have been provided as information supplemental and in addition to the financial measures presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein. The non-GAAP financial measures presented may differ from similar measures used by other companies.

Refer to the Results of Operations - Current Quarter Compared to the Comparable Prior Year Quarter and the Results of Operations - ~~First Six~~Nine Months ~~of Fiscal~~Ended May 29, 2021 Compared to the ~~First Six~~Nine Months ~~of Fiscal~~Ended May 30, 2020 for a detailed reconciliation of items that impacted EBITDA and Adjusted EBITDA. We have included these non-GAAP performance measures as a comparable measure to illustrate the effect of non-recurring transactions occurring during the reported periods and to improve comparability of our results from period to period. We believe Adjusted EBITDA provides meaningful supplemental information about our operating performance because these measures exclude amounts from net income that we do not consider part of our core operating results when assessing our performance. Examples of items excluded from Adjusted EBITDA include acquisition-related costs, restructuring expenses, gain or loss on sale of property and equipment, and non-operating ~~income.~~(income) loss.

Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our ~~board~~Board of ~~directors~~Directors to enable our ~~board~~Board of ~~directors~~Directors to have the same measurement basis of operating performance as is used by management in its assessments of performance and in forecasting and budgeting for our company; (d) to evaluate potential acquisitions; and (e) to ensure compliance with covenants and restricted activities under the terms of our ABL Credit Facility and outstanding notes, as further described in Note 8 ~~Long-Term Debt, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 of Part I~~Condensed Consolidated Financial Statements,~~ of this Quarterly Report on Form 10-Q. We believe these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in ~~our~~the industry.

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Reportable Segments

We have six operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine and 6) Winnebago specialty vehicles. ~~We evaluate~~Financial performance is evaluated based on each operating segment's Adjusted EBITDA, as defined ~~below,~~above, which excludes certain corporate administration expenses and non-operating income and expense.

Our two reportable segments ~~include: 1)~~are Towable ~~(comprised of products which are not motorized and are generally towed by another vehicle as well as other related manufactured products and services), which is an~~(an aggregation of the Winnebago towables and Grand Design towables operating ~~segments~~segments) and 2) Motorhome ~~(comprised of products that include a motorized chassis as well as other related manufactured products and services), which is an~~(an aggregation of the Winnebago motorhomes and Newmar motorhomes operating ~~segments.~~segments). Towable is comprised of non-motorized products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome is comprised of products that include a motorized chassis, along with other related manufactured products and services.

The Corporate / All Other category includes the Chris-Craft marine and Winnebago specialty vehicles operating segments as well as ~~expenses related to~~ certain corporate administration expenses ~~for~~related to the oversight of the ~~enterprise. These expenses include items~~enterprise such as corporate leadership and administration costs.

Industry Trends

Key reported statistics for the North American RV industry are as follows:

•Wholesale unit ~~shipments:~~shipments - RV product delivered to the dealers, which is reported monthly by the Recreation Vehicle Industry Association ("RVIA").

•Retail unit ~~registrations: consumer~~registrations - Consumer purchases of RVs from dealers, which is reported monthly by Stat ~~Surveys~~Surveys.

We track RV ~~Industry~~industry conditions using these key statistics to monitor trends and evaluate and understand our performance relative to the overall industry. The following is an analysis of changes in these key statistics for the rolling 12 months through ~~January~~April as of 2021 and 2020:


		US and Canada Industry											US and Canada Industry
		Wholesale Unit Shipments per RVIA					Retail Unit Registrations per Stat Surveys						Wholesale Unit Shipments per RVIA					Retail Unit Registrations per Stat Surveys
		Rolling 12 Months through January					Rolling 12 Months through January						Rolling 12 Months through April					Rolling 12 Months through April
		2021	2020	Unit Change	% Change		2021	2020	Unit Change	% Change			2021	2020	Unit Change	% Change		2021	2020	Unit Change	% Change
Towable(1)	Towable(1)	391,747	357,358	34,389	9.6	%	455,723	395,134	60,589	15.3	%	Towable(1)	462,704	324,262	138,442	42.7	%	520,369	373,427	146,942	39.3	%
Motorhome(2)	Motorhome(2)	41,651	46,280	(4,629)	(10.0)	%	53,093	52,135	958	1.8	%	Motorhome(2)	49,293	40,152	9,141	22.8	%	58,743	47,183	11,560	24.5	%
Combined	Combined	433,398	403,638	29,760	7.4	%	508,816	447,269	61,547	13.8	%	Combined	511,997	364,414	147,583	40.5	%	579,112	420,610	158,502	37.7	%

(1) Towable: Fifth wheel and travel trailer products.

(2) Motorhome: Class A, B, and C products.

~~Due to~~Wholesale unit shipments have experienced growth (after the ~~onset of the COVID-19 pandemic in March 2020, evidenced by an industry wide~~initial industry-wide shutdown of RV manufacturing ~~in April 2020, shipments declined year over year~~ for a six-week period beginning the ~~period~~last week of March ~~2020 through May 2020. Shipments returned to growth from June 2020 through January 2021~~2020) due to high levels of end consumer demand and extremely low levels of dealer inventories, most notably in the towables ~~segment.~~segment, as consumers considered RVs a safe travel option during the COVID-19 pandemic. The rolling twelve months retail information for 2021 and 2020 illustrates that retail sales remain at healthy levels relative to the industry's historical retail levels. We believe retail demand is the key driver to continued growth in the industry.

The most recent RVIA wholesale shipment forecasts for calendar year 2021, as noted in the table below, indicate that industry shipments are expected to experience growth in 2021. The retail activity is anticipated to remain at healthy levels and wholesale shipments are expected to reflect a rebound associated with dealers rebuilding their ~~inventories.~~inventories throughout 2021 and likely into 2022 before normalizing.

Calendar Year
Wholesale Unit Shipment Forecast per RVIA(1)
2021
Forecast 2020
Actual Unit Change % Change
Aggressive 543,600 430,400 113,200 26.3 %
Most likely 533,400 430,400 103,000 23.9 %
Conservative 523,100 430,400 92,700 21.5 %


	Calendar Year
Wholesale Unit Shipment Forecast per RVIA(1)	2021 Forecast	2020 Actual	Unit Change	% Change
Aggressive	586,300	430,400	155,900	36.2	%
Most likely	576,100	430,400	145,700	33.9	%
Conservative	565,800	430,400	135,400	31.5	%

(1) Prepared by ITR Economics for RVIA and reported in the Roadsigns RV ~~Spring~~Summer 2021 Industry Forecast Issue.

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Market Share

Our retail unit market share, as reported by Stat Surveys based on state records, is illustrated below. Market share is calculated by taking our brands total unit sales divided by the total units sold in the motorized and travel trailer and fifth wheel markets. The data is used to analyze growth and profitability of our products and brands year over year. ~~Note that this~~This data is subject to adjustment and is continuously updated.


		Rolling 12 Months through January				Calendar Year							Rolling 12 Months through April				Calendar Year
US and Canada	US and Canada	2021		2020(1)		2020		2019(1)		2018		US and Canada	2021		2020(1)		2020		2019(1)		2018
Travel trailer and fifth wheels	Travel trailer and fifth wheels	10.4	%	9.4	%	10.4	%	9.3	%	7.8	%	Travel trailer and fifth wheels	10.7	%	9.8	%	10.4	%	9.2	%	7.8	%
Motorhome A, B, C	Motorhome A, B, C	20.7	%	19.9	%	20.8	%	16.1	%	15.5	%	Motorhome A, B, C	20.0	%	20.3	%	20.8	%	16.1	%	15.5	%
Total market share	Total market share	11.5	%	10.6	%	11.5	%	10.1	%	8.7	%	Total market share	11.6	%	11.0	%	11.5	%	10.0	%	8.7	%

(1) Includes retail unit market share for Newmar since its acquisition on November 8, 2019.

Enterprise Resource Planning System

In the second quarter of Fiscal 2015, our Board of Directors approved the strategic initiative of implementing an enterprise resource planning ("ERP") system to replace our legacy business applications. The new ERP platform will provide better support for our changing business needs and plans for future growth. Our initial cost estimates have grown ~~for~~due to the identification of additional needs of the business, such as the opportunity to integrate the ERP system with additional manufacturing systems. The project includes software, external implementation assistance, and increased internal staffing directly related to this initiative. We anticipate that approximately 40% of the cost will be expensed in the period incurred and 60% will be capitalized and depreciated over ~~its~~the new ERP's useful life.

The following table illustrates the cumulative project costs:

Six Months Ended Fiscal Year Cumulative Investment
(in thousands) February 27,
2021 2020 2019 Fiscal 2015-2020
Capitalized $ 2,171 $ 3,891 $ 3,875 $ 28,848 59.3 %
Expensed 1,166 1,788 3,709 19,829 40.7 %
Total $ 3,337 $ 5,679 $ 7,584 $ 48,677 100.0 %


	Nine Months Ended		Fiscal Year				Cumulative Investment
(in thousands)	May 29, 2021		2020		2019		Fiscal 2015-2021
Capitalized	$	3,838	$	3,891	$	3,875	$	30,515	59.2	%
Expensed	2,376		1,788		3,709		21,039		40.8	%
Total	$	6,214	$	5,679	$	7,584	$	51,554	100.0	%

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Results of Operations - Current Quarter Compared to the Comparable Prior Year Quarter

Consolidated Performance Summary

The following is an analysis of changes in key items included in the ~~consolidated statements~~Consolidated Statements of ~~income and comprehensive income~~Income (Loss) for the three months ended ~~February 27,~~May 29, 2021 compared to the three months ended ~~February 29,~~May 30, 2020:

Three Months Ended
(in thousands, except percent and per share data) February 27, 2021
% of Revenues(1)
February 29, 2020
% of Revenues(1)
$ Change % Change
Net revenues $ 839,886 100.0 % $ 626,810 100.0 % $ 213,076 34.0 %
Cost of goods sold 683,304 81.4 % 547,028 87.3 % 136,276 24.9 %
Gross profit 156,582 18.6 % 79,782 12.7 % 76,800 96.3 %
Selling, general, and administrative expenses 53,016 6.3 % 42,164 6.7 % 10,852 25.7 %
Amortization of intangible assets 3,591 0.4 % 7,974 1.3 % (4,383) (55.0) %
Total operating expenses 56,607 6.7 % 50,138 8.0 % 6,469 12.9 %
Operating income 99,975 11.9 % 29,644 4.7 % 70,331 237.3 %
Interest expense 10,052 1.2 % 8,651 1.4 % 1,401 16.2 %
Non-operating income (311) — % (270) — % 41 15.2 %
Income before income taxes 90,234 10.7 % 21,263 3.4 % 68,971 324.4 %
Provision for income taxes 21,166 2.5 % 3,995 0.6 % 17,171 429.8 %
Net income $ 69,068 8.2 % $ 17,268 2.8 % $ 51,800 300.0 %
Diluted income per share $ 2.04 $ 0.51 $ 1.53 300.0 %
Diluted average shares outstanding 33,910 33,918 (8) — %


	Three Months Ended
($ in thousands, except per share data)	May 29, 2021		% of Revenues(1)		May 30, 2020		% of Revenues(1)		$ Change		% Change
Net revenues	$	960,737	100.0	%	$	402,458	100.0	%	$	558,279	138.7	%
Cost of goods sold	791,125		82.3	%	370,434		92.0	%	420,691		113.6	%
Gross profit	169,612		17.7	%	32,024		8.0	%	137,588		429.6	%
Selling, general, and administrative expenses	63,586		6.6	%	33,271		8.3	%	30,315		91.1	%
Amortization	3,590		0.4	%	6,926		1.7	%	(3,336)		(48.2)	%
Total operating expenses	67,176		7.0	%	40,197		10.0	%	26,979		67.1	%
Operating income (loss)	102,436		10.7	%	(8,173)		(2.0)	%	110,609		(1,353.3)	%
Interest expense	10,229		1.1	%	8,440		2.1	%	1,789		21.2	%
Non-operating income	(93)		—	%	(74)		—	%	19		25.7	%
Income (loss) before income taxes	92,300		9.6	%	(16,539)		(4.1)	%	108,839		(658.1)	%
Provision (benefit) for income taxes	21,005		2.2	%	(4,186)		(1.0)	%	25,191		(601.8)	%
Net income (loss)	$	71,295	7.4	%	$	(12,353)	(3.1)	%	$	83,648	(677.1)	%

Diluted earnings (loss) per share	$	2.05			$	(0.37)			$	2.42	(654.1)	%
Diluted weighted average shares outstanding	34,772				33,625				1,147		3.4	%

(1) Percentages may not add due to rounding differences.

Third quarter Fiscal 2020 results were negatively impacted by the unprecedented series of events related to the COVID-19 pandemic which included the suspension of the Company's manufacturing operations as well as disruptions across its dealer network, supply chain and end consumers during most of the quarter.

Net revenues increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~ primarily due to unit growth and pricing ~~actions.~~actions, including lower allowances.

Gross profit as a percentage of revenue increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~ primarily due to ~~pricing actions,~~ improved operating leverage ~~as a result of~~on higher revenues, ~~productivity initiatives,~~pricing actions and a favorable segment ~~sales mix.~~mix, partially offset by higher enterprise-wide variable compensation expense.

Operating expenses increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~primarily due to an increase in enterprise-wide variable compensation expense and ~~increased~~higher selling costs from improved operating performance, partially offset by lower Newmar amortization.

Interest expense increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~ primarily due to a higher interest rate on indebtedness as a result of refinancing our ~~refinancing of our term loan B~~Term Loan in the fourth quarter of Fiscal 2020.

~~The~~Our effective tax rate ~~increased~~decreased to ~~23.5%~~22.8% for the ~~second~~third quarter of Fiscal 2021 compared to ~~18.8%~~25.3% for the ~~second~~third quarter of Fiscal 2020 primarily due to ~~consistent year-over-year credits over higher current year pre-tax income and~~a favorable ~~research and development discrete items~~tax adjustment in the ~~prior year.~~third quarter of Fiscal 2020 driven by a change in projected annual performance over a pretax loss resulting in a higher calculated effective tax rate.

Net income and diluted ~~income~~earnings per share increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~ primarily due to ~~the profitability impact of~~leverage gained on higher revenues, ~~and improved profit margins,~~ partially offset by aincreased operating expenses and higher ~~effective~~income tax ~~rate.~~expense.

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Non-GAAP Reconciliation

The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA for the three months ended ~~February 27,~~May 29, 2021 and ~~February 29,~~May 30, 2020:


		Three Months Ended					Three Months Ended
(in thousands)	(in thousands)	February 27, 2021		February 29, 2020		(in thousands)	May 29, 2021		May 30, 2020
Net income		$	69,068	$	17,268
Net income (loss)						Net income (loss)	$	71,295	$	(12,353)
Interest expense	Interest expense	10,052		8,651		Interest expense	10,229		8,440
Provision for income taxes		21,166		3,995
Provision (benefit) for income taxes						Provision (benefit) for income taxes	21,005		(4,186)
Depreciation	Depreciation	4,399		4,134		Depreciation	4,917		4,134
Amortization of intangible assets		3,591		7,974
Amortization						Amortization	3,590		6,926
EBITDA	EBITDA	108,276		42,022		EBITDA	111,036		2,961
Acquisition-related fair-value inventory step-up		—		3,634
Acquisition-related costs						Acquisition-related costs	—		(189)
Restructuring expenses	Restructuring expenses	—		43		Restructuring expenses	19		1,376
Gain on sale of property, plant and equipment						Gain on sale of property, plant and equipment	(1,188)		—
Non-operating income	Non-operating income	(311)		(270)		Non-operating income	(93)		(74)
Adjusted EBITDA	Adjusted EBITDA	$	107,965	$	45,429	Adjusted EBITDA	$	109,774	$	4,074

Reportable Segment Performance Summary

Towable

The following is an analysis of key changes in our Towable segment for the three months ended ~~February 27,~~May 29, 2021 compared to the three months ended ~~February 29,~~May 30, 2020:


		Three Months Ended													Three Months Ended
(in thousands, except ASP)	(in thousands, except ASP)	February 27, 2021		% of Revenues		February 29, 2020		% of Revenues		$ Change		% Change		(in thousands, except ASP)	May 29, 2021		% of Revenues		May 30, 2020		% of Revenues		$ Change		% Change
Net revenues	Net revenues	$	439,284			$	283,463			$	155,821	55.0	%	Net revenues	$	555,749			$	188,898			$	366,851	194.2	%
Adjusted EBITDA	Adjusted EBITDA	62,366		14.2	%	34,746		12.3	%	27,620		79.5	%	Adjusted EBITDA	80,130		14.4	%	16,451		8.7	%	63,679		387.1	%

Average Selling Price ("ASP")(1)	Average Selling Price ("ASP")(1)	32,377				32,638				(261)		(0.8)	%	Average Selling Price ("ASP")(1)	32,958				32,107				851		2.7	%

		Three Months Ended													Three Months Ended
Unit deliveries	Unit deliveries	February 27, 2021		Product Mix(2)		February 29, 2020		Product Mix(2)		Unit Change		% Change		Unit deliveries	May 29, 2021		Product Mix(2)		May 30, 2020		Product Mix(2)		Unit Change		% Change
Travel trailer	Travel trailer	8,876		65.7	%	5,446		62.4	%	3,430		63.0	%	Travel trailer	11,089		66.4	%	3,537		60.3	%	7,552		213.5	%
Fifth wheel	Fifth wheel	4,632		34.3	%	3,287		37.6	%	1,345		40.9	%	Fifth wheel	5,620		33.6	%	2,324		39.7	%	3,296		141.8	%
Total towables	Total towables	13,508		100.0	%	8,733		100.0	%	4,775		54.7	%	Total towables	16,709		100.0	%	5,861		100.0	%	10,848		185.1	%

(1) Average selling price excludes off-invoice dealer incentives.

(2) Percentages may not add due to rounding differences.

Net revenues increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~primarily driven by unit growth.

Adjusted EBITDA increased ~~in the second quarter of Fiscal 2021 compared~~primarily due to ~~the second quarter of Fiscal 2020 due to~~operating leverage on an increase in unit sales, ~~and improved pricing.~~partially offset by higher operating expenses.

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Motorhome

The following is an analysis of key changes in our Motorhome segment for the three months ended ~~February 27,~~May 29, 2021 compared to the three months ended ~~February 29,~~May 30, 2020:


		Three Months Ended													Three Months Ended
(in thousands, except ASP)	(in thousands, except ASP)	February 27, 2021		% of Revenues		February 29, 2020		% of Revenues		$ Change		% Change		(in thousands, except ASP)	May 29, 2021		% of Revenues		May 30, 2020		% of Revenues		$ Change		% Change
Net revenues	Net revenues	$	382,575			$	325,542			$	57,033	17.5	%	Net revenues	$	385,257			$	203,590			$	181,667	89.2	%
Adjusted EBITDA	Adjusted EBITDA	50,969		13.3	%	14,946		4.6	%	36,023		241.0	%	Adjusted EBITDA	37,467		9.7	%	(10,789)		(5.3)	%	48,256		447.3	%

ASP(1)	ASP(1)	130,856				145,554				(14,698)		(10.1)	%	ASP(1)	138,810				131,609				7,201		5.5	%

		Three Months Ended													Three Months Ended
Unit deliveries	Unit deliveries	February 27, 2021		Product Mix(2)		February 29, 2020		Product Mix(2)		Unit Change		% Change		Unit deliveries	May 29, 2021		Product Mix(2)		May 30, 2020		Product Mix(2)		Unit Change		% Change
Class A	Class A	704		24.4	%	843		37.7	%	(139)		(16.5)	%	Class A	745		27.3	%	428		27.4	%	317		74.1	%
Class B	Class B	1,419		49.2	%	784		35.0	%	635		81.0	%	Class B	1,384		50.8	%	694		44.4	%	690		99.4	%
Class C	Class C	762		26.4	%	612		27.3	%	150		24.5	%	Class C	598		21.9	%	440		28.2	%	158		35.9	%
Total motorhomes	Total motorhomes	2,885		100.0	%	2,239		100.0	%	646		28.9	%	Total motorhomes	2,727		100.0	%	1,562		100.0	%	1,165		74.6	%

(1) ASP excludes off-invoice dealer incentives.

(2) Percentages may not add due to rounding differences.

Net revenues increased ~~in the second quarter of Fiscal 2021 compared to the second quarter of Fiscal 2020~~ primarily due to unit growth and increased pricing, including lower allowances, partially offset by unfavorable product mix.

Adjusted EBITDA increased primarily due to improved operating leverage on higher revenue and increased pricing, including lower allowances, partially offset by investments in the ~~second quarter of Fiscal 2021 compared to~~business and higher variable compensation expense throughout the ~~second quarter of Fiscal 2020 driven by revenue growth and margin expansion as a result of pricing, operating leverage, and productivity improvements.~~segment.

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Results of Operations - ~~First Six~~Nine Months ~~of Fiscal~~Ended May 29, 2021 Compared to the ~~First Six~~Nine Months ~~of Fiscal~~Ended May 30, 2020

Consolidated Performance Summary

The following is an analysis of changes in key items included in the ~~consolidated statements~~Consolidated Statements of ~~income and comprehensive income~~Income (Loss) for the ~~six~~nine months ended ~~February 27,~~May 29, 2021 compared to the ~~six~~nine months ended ~~February 29,~~May 30, 2020:


		Six Months Ended													Nine Months Ended
(in thousands, except percent and per share data)		February 27, 2021		% of Revenues(1)		February 29, 2020		% of Revenues(1)		$ Change		% Change
($ in thousands, except per share data)														($ in thousands, except per share data)	May 29, 2021		% of Revenues(1)		May 30, 2020		% of Revenues(1)		$ Change		% Change
Net revenues	Net revenues	$	1,633,017	100.0	%	$	1,215,268	100.0	%	$	417,749	34.4	%	Net revenues	$	2,593,754	100.0	%	$	1,617,726	100.0	%	$	976,028	60.3	%
Cost of goods sold	Cost of goods sold	1,339,431		82.0	%	1,056,873		87.0	%	282,558		26.7	%	Cost of goods sold	2,130,556		82.1	%	1,427,307		88.2	%	703,249		49.3	%
Gross profit	Gross profit	293,586		18.0	%	158,395		13.0	%	135,191		85.4	%	Gross profit	463,198		17.9	%	190,419		11.8	%	272,779		143.3	%
Selling, general, and administrative expenses	Selling, general, and administrative expenses	101,415		6.2	%	93,269		7.7	%	8,146		8.7	%	Selling, general, and administrative expenses	165,001		6.4	%	126,540		7.8	%	38,461		30.4	%
Amortization of intangible assets	Amortization of intangible assets	7,181		0.4	%	11,588		1.0	%	(4,407)		(38.0)	%	Amortization of intangible assets	10,771		0.4	%	18,514		1.1	%	(7,743)		(41.8)	%
Total operating expenses	Total operating expenses	108,596		6.7	%	104,857		8.6	%	3,739		3.6	%	Total operating expenses	175,772		6.8	%	145,054		9.0	%	30,718		21.2	%
Operating income	Operating income	184,990		11.3	%	53,538		4.4	%	131,452		245.5	%	Operating income	287,426		11.1	%	45,365		2.8	%	242,061		533.6	%
Interest expense	Interest expense	19,993		1.2	%	14,700		1.2	%	5,293		36.0	%	Interest expense	30,222		1.2	%	23,140		1.4	%	7,082		30.6	%
Non-operating income	Non-operating income	(217)		—	%	(386)		—	%	(169)		(43.8)	%	Non-operating income	(310)		—	%	(460)		—	%	(150)		(32.6)	%
Income before income taxes	Income before income taxes	165,214		10.1	%	39,224		3.2	%	125,990		321.2	%	Income before income taxes	257,514		9.9	%	22,685		1.4	%	234,829		1,035.2	%
Provision for income taxes	Provision for income taxes	38,723		2.4	%	7,888		0.6	%	30,835		390.9	%	Provision for income taxes	59,728		2.3	%	3,702		0.2	%	56,026		1,513.4	%
Net income	Net income	$	126,491	7.7	%	$	31,336	2.6	%	$	95,155	303.7	%	Net income	$	197,786	7.6	%	$	18,983	1.2	%	$	178,803	941.9	%

Diluted income per share		$	3.74			$	0.95			$	2.79	293.7	%
Diluted earnings per share														Diluted earnings per share	$	5.83			$	0.57			$	5.26	922.8	%
Diluted average shares outstanding	Diluted average shares outstanding	33,821				33,143				678		2.0	%	Diluted average shares outstanding	33,943				33,289				654		2.0	%

(1)Percentages may not add due to rounding differences.

Fiscal 2020 results were negatively impacted by the unprecedented series of events related to the COVID-19 pandemic which included the suspension of the Company's manufacturing operations as well as disruptions across its dealer network, supply chain and end consumers during most of the third quarter.

Net revenues increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020~~ primarily due to organic unit growth, the annualized impact from our Newmar acquisition, which took place in the first quarter of Fiscal 2020, and pricing actions, ~~and our acquisition of Newmar.~~including lower allowances.

Gross profit as a percentage of revenue increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020~~ primarily due to improved leverage as a result of higher revenues, pricing actions, including lower allowances, and productivity initiatives.

Operating expenses increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020 due to~~primarily driven by an increase in enterprise-wide variable compensation, higher selling costs and ~~incremental~~a full year of Newmar operating costs, partially offset by prior year acquisition-related costs, a gain on sale of certain assets and lower Newmar amortization ~~and a gain recognized in the first quarter of Fiscal 2021 on the sale of certain assets.~~expense.

Interest expense increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020~~ primarily due to a higher interest rate ~~as a result of our~~on the refinancing of our ~~term loan B~~Term Loan in the fourth quarter of Fiscal 2020.

~~The~~Our effective tax rate increased to ~~23.4%~~23.2% for the ~~first six~~nine months ~~of Fiscal~~ended May 29, 2021 compared to ~~20.1%~~16.3% for the ~~first six~~nine months ~~of Fiscal~~ended May 30, 2020 primarily due to consistent year-over-year tax credits ~~over~~on higher current year ~~pre-tax income and favorable research and development discrete items in the prior year.~~pretax income.

Net income and diluted ~~income~~earnings per share increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020~~ primarily due to ~~the profitability impact of~~leverage gained on higher ~~organic~~ revenues, ~~and improved profit margins,~~ partially offset by higher operating expenses and a higher effective tax rate.

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Non-GAAP Reconciliation

The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA for the ~~first six~~nine months ended ~~February 27,~~May 29, 2021 and ~~February 29,~~May 30, 2020:


		Six Months Ended					Nine Months Ended
(in thousands)	(in thousands)	February 27, 2021		February 29, 2020		(in thousands)	May 29, 2021		May 30, 2020
Net (loss) income		$	126,491	$	31,336
Net income						Net income	$	197,786	$	18,983
Interest expense	Interest expense	19,993		14,700		Interest expense	30,222		23,140
Provision for income taxes	Provision for income taxes	38,723		7,888		Provision for income taxes	59,728		3,702
Depreciation	Depreciation	8,559		7,720		Depreciation	13,476		11,854
Amortization of intangible assets		7,181		11,588
Amortization						Amortization	10,771		18,514
EBITDA	EBITDA	200,947		73,232		EBITDA	311,983		76,193
Acquisition-related fair-value inventory step-up	Acquisition-related fair-value inventory step-up	—		4,810		Acquisition-related fair-value inventory step-up	—		4,810
Acquisition-related costs	Acquisition-related costs	—		9,950		Acquisition-related costs	—		9,761
Restructuring expenses	Restructuring expenses	93		(129)		Restructuring expenses	112		1,247
Gain on sale of property and equipment		(3,565)		—
Gain on sale of property, plant and equipment						Gain on sale of property, plant and equipment	(4,753)		—
Non-operating income	Non-operating income	(217)		(386)		Non-operating income	(310)		(460)
Adjusted EBITDA	Adjusted EBITDA	$	197,258	$	87,477	Adjusted EBITDA	$	307,032	$	91,551

Reportable Segment Performance Summary

Towable

The following is an analysis of key changes in our Towable segment for the ~~first six~~nine months ended ~~February 27,~~May 29, 2021 compared to the ~~first six~~nine months ended ~~February 29,~~months ended May 30, 2020, and as of ~~February 27,~~May 29, 2021 compared to ~~February 29,~~May 30, 2020:


		Six Months Ended													Nine Months Ended
(in thousands, except ASP)	(in thousands, except ASP)	February 27, 2021		% of Revenues		February 29, 2020		% of Revenues		$ Change		% Change		(in thousands, except ASP)	May 29, 2021		% of Revenues		May 30, 2020		% of Revenues		$ Change		% Change
Net revenues	Net revenues	$	894,185			$	624,713			$	269,472	43.1	%	Net revenues	$	1,449,934			$	813,611			$	636,323	78.2	%
Adjusted EBITDA	Adjusted EBITDA	125,509		14.0	%	70,531		11.3	%	54,978		77.9	%	Adjusted EBITDA	205,639		14.2	%	86,982		10.7	%	118,657		136.4	%

ASP(1)	ASP(1)	32,229				32,836				(607)		(1.8)	%	ASP(1)	32,503				32,836				(333)		(1.0)	%

		Six Months Ended													Nine Months Ended
Unit deliveries	Unit deliveries	February 27, 2021		Product Mix(2)		February 29, 2020		Product Mix(2)		Unit Change		% Change		Unit deliveries	May 29, 2021		Product Mix(2)		May 30, 2020		Product Mix(2)		Unit Change		% Change
Travel trailer	Travel trailer	18,036		65.1	%	11,782		60.9	%	6,254		53.1	%	Travel trailer	29,125		65.6	%	15,319		60.8	%	13,806		90.1	%
Fifth wheel	Fifth wheel	9,686		34.9	%	7,550		39.1	%	2,136		28.3	%	Fifth wheel	15,306		34.4	%	9,874		39.2	%	5,432		55.0	%
Total towables	Total towables	27,722		100.0	%	19,332		100.0	%	8,390		43.4	%	Total towables	44,431		100.0	%	25,193		100.0	%	19,238		76.4	%

($ in thousands)		February 27, 2021				February 29, 2020				Change		% Change
(in thousands, except units)														(in thousands, except units)	May 29, 2021				May 30, 2020				Change		% Change
Backlog(3)	Backlog(3)													Backlog(3)
Units	Units	39,855				9,790				30,065		307.1	%	Units	46,646				13,235				33,411		252.4	%
Dollars	Dollars	$	1,206,695			$	330,738			$	875,957	264.8	%	Dollars	$	1,522,069			$	417,176			$	1,104,893	264.9	%
Dealer Inventory	Dealer Inventory													Dealer Inventory
Units	Units	15,952				19,731				(3,779)		(19.2)	%	Units	11,647				15,562				(3,915)		(25.2)	%

(1) ASP excludes off-invoice dealer incentives.

(2) Percentages may not add due to rounding differences.

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(3) ~~We include in our~~ Our backlog includes all accepted orders from dealers to ~~generally~~ be shipped generally within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without ~~penalty and,~~penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

Net revenues increased ~~in the first six months of Fiscal 2021 compared~~primarily due to ~~the first six months of Fiscal 2020 driven by~~ unit growth.

Adjusted EBITDA increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020~~primarily due to an increase in unit sales and improved ~~pricing.~~pricing, partially offset by higher selling expenses and variable compensation throughout the segment due to improved operating performance.

~~We have seen an increase in backlog as of February 27, 2021 compared to February 29, 2020~~Backlog increased primarily due to the continued strong retail demand by consumers of ~~RVs as a safe travel option during the COVID-19 pandemic.~~RVs. As a result of this high retail demand, dealer inventory levels are lower, creating higher order backlog.

Motorhome

The following is an analysis of key changes in our Motorhome segment for the ~~first six~~nine months ended ~~February 27,~~May 29, 2021 compared to the ~~first six~~nine months ended ~~February 29,~~months ended May 30, 2020, and as of ~~February 27,~~May 29, 2021 compared to ~~February 29,~~May 30, 2020:


		Six Months Ended													Nine Months Ended
(in thousands, except ASP)	(in thousands, except ASP)	February 27, 2021		% of Revenues		February 29, 2020		% of Revenues		$ Change		% Change		(in thousands, except ASP)	May 29, 2021		% of Revenues		May 30, 2020		% of Revenues		$ Change		% Change
Net revenues	Net revenues	$	704,964			$	551,433			$	153,531	27.8	%	Net revenues	$	1,090,221			$	755,023			$	335,198	44.4	%
Adjusted EBITDA	Adjusted EBITDA	81,312		11.5	%	24,277		4.4	%	57,035		234.9	%	Adjusted EBITDA	118,779		10.9	%	13,488		1.8	%	105,291		780.6	%

ASP(1)	ASP(1)	133,550				129,344				4,206		3.3	%	ASP(1)	135,356				129,344				6,012		4.6	%

		Six Months Ended													Nine Months Ended
Unit deliveries	Unit deliveries	February 27, 2021		Product Mix(2)		February 29, 2020		Product Mix(2)		Unit Change		% Change		Unit deliveries	May 29, 2021		Product Mix(2)		May 30, 2020		Product Mix(2)		Unit Change		% Change
Class A	Class A	1,302		25.0	%	1,242		30.1	%	60		4.8	%	Class A	2,047		25.8	%	1,803		31.0	%	244		13.5	%
Class B	Class B	2,517		48.3	%	1,593		38.7	%	924		58.0	%	Class B	3,901		49.1	%	2,287		39.3	%	1,614		70.6	%
Class C	Class C	1,396		26.7	%	1,286		31.2	%	110		8.6	%	Class C	1,994		25.1	%	1,734		29.7	%	260		15.0	%
Total motorhomes	Total motorhomes	5,215		100.0	%	4,121		100.0	%	1,094		26.5	%	Total motorhomes	7,942		100.0	%	5,824		100.0	%	2,118		36.4	%

($ in thousands)		February 27, 2021				February 29, 2020				Change		% Change
(in thousands, except units)														(in thousands, except units)	May 29, 2021				May 30, 2020				Change		% Change
Backlog(3)	Backlog(3)													Backlog(3)
Units	Units	14,974				2,856				12,118		424.3	%	Units	18,145				4,131				14,014		339.2	%
Dollars	Dollars	$	1,816,503			$	394,570			$	1,421,933	360.4	%	Dollars	$	2,180,149			$	515,035			$	1,665,114	323.3	%
Dealer Inventory	Dealer Inventory													Dealer Inventory
Units	Units	2,739				5,507				(2,768)		(50.3)	%	Units	2,429				5,013				(2,584)		(51.5)	%

(1) ASP excludes off-invoice dealer incentives.

(2) Percentages may not add due to rounding differences.

(3) ~~We include in our backlog~~ Backlog includes all accepted orders from dealers to ~~generally~~ be shipped generally within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without ~~penalty and,~~penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

Net revenues increased ~~in the first six months of Fiscal 2021 compared to the first six months of Fiscal 2020~~ primarily due to organic unit growth, our acquisition of Newmar ~~organic unit growth,~~in the first quarter of Fiscal 2020, and increased ~~pricing.~~pricing, including allowances.

Adjusted EBITDA increased ~~in the first six months~~due to improved operating leverage as a result of ~~Fiscal 2021 compared to the first six months of Fiscal 2020 driven by~~higher revenue and pricing actions, including allowances, partially offset by higher ~~organic revenue, productivity initiatives, and our acquisition of Newmar.~~variable compensation throughout the segment due to improved operating performance.

~~We have seen an increase in the volume and dollar value of backlog as of February 27, 2021 compared to February 29, 2020~~Backlog increased primarily due to the continued strong retail demand by consumers of RVs as a safe travel option during the COVID-19 pandemic. As a result of this high retail demand, dealer inventory levels are lower, creating higher order backlog.

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Analysis of Financial Condition, Liquidity, and Resources

Cash Flows

The following table summarizes our cash flows from ~~operations for the six months ended February 27, 2021 and February 29, 2020:~~operations:


		Six Months Ended					Nine Months Ended
(in thousands)	(in thousands)	February 27, 2021		February 29, 2020		(in thousands)	May 29, 2021		May 30, 2020
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	66,922	$	119,164	Operating activities	$	147,954	$	162,437
Investing activities	Investing activities	(7,365)		(283,158)		Investing activities	(11,370)		(289,406)
Financing activities	Financing activities	(19,117)		249,502		Financing activities	(23,318)		242,018
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	$	40,440	$	85,508	Net increase in cash and cash equivalents	$	113,266	$	115,049

Operating Activities

Cash provided by operating activities decreased ~~for the six months ended February 27, 2021 compared to the six months ended February 29, 2020~~ primarily due to ~~an increase~~investments in ~~our~~working capital to support current year revenue growth, including higher inventory to support customer demand, timing of accounts receivable invoicing/collections and payments on accounts payable, and higher enterprise-wide variable compensation, partially offset by higher profitability in the ~~first six~~nine months ~~of Fiscal~~ended May 29, 2021.

Investing Activities

Cash used in investing activities decreased ~~for the six months ended February 27, 2021 compared to the six months ended February 29, 2020~~ primarily due to our acquisition of Newmar during the first quarter of Fiscal ~~2020.~~2020 and proceeds received from the sale of property in Junction City, OR.

Financing Activities

Cash provided by financing activities ~~for the six months ended February 27, 2021 compared~~switched to cash used ~~for~~in Fiscal 2021 primarily driven by financing of the ~~six months ended February 29, 2020 changed primarily due to~~Newmar acquisition in the prior year through the issuance of Convertible Notes ~~issued in the first quarter of Fiscal 2020 to finance our acquisition of Newmar,~~and Warrants, partially offset by the purchase of a convertible bond hedge, and an increase in stock repurchases in the first quarter of Fiscal 2021.

Debt and Capital

During the first quarter of Fiscal 2020, we issued ~~the~~ Convertible Notes, which were partially used to ~~partially~~ fund the Newmar acquisition. Refer to Note 8 ~~Long-Term Debt, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

On July 8, 2020, we closed on our private offering (the "Senior Secured Notes Offering") of ~~$300 million~~$300,000 in aggregate principal amount of 6.25% senior secured notes due 2028 (the "Senior Secured Notes"). The proceeds from the Senior Secured Notes were used to repay the remaining debt on the ~~term loan~~Term Loan and for general corporate purposes. Refer to Note 8 ~~Long-Term Debt, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

We maintain a ~~$192.5 million~~$192,500 asset-based revolving credit facility ("ABL Credit Facility") with a maturity date of October 22, 2024 subject to certain factors which may accelerate the maturity date. As of ~~February 27,~~May 29, 2021, we had no borrowings against the ABL Credit Facility.

As of ~~February 27,~~May 29, 2021, we had ~~$333.0 million~~$405,841 in cash and cash equivalents and ~~$192.5 million~~$192,500 in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.

We believe cash flow from operations, existing lines of credit, and access to debt and capital markets will be sufficient to meet our current liquidity needs, and we have committed liquidity and cash reserves in excess of our anticipated funding requirements. We evaluate the financial stability of the counterparties for the Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility, and will continue to monitor counterparty risk on an on-going basis.

Other Financial Measures

Working capital at ~~February 27,~~May 29, 2021 and August 29, 2020 was ~~$544.0 million~~$613,007 and ~~$413.2 million,~~$413,220, respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements.

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Share Repurchases and Dividends

We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors. Our long-term capital allocation strategy is to first fund operations and investments in growth, maintain a debt leverage ratio within our targeted zone, maintain reasonable liquidity, and then return excess cash over time to shareholders through dividends and share repurchases.

On October 14, 2020, ~~the~~our Board of Directors adopted, subject to shareholder approval, an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.50 per share, by ~~60 million~~60,000 shares to a total of ~~120 million~~120,000 shares. This amendment was approved by the Company’s shareholders at the 2020 Annual Meeting of Shareholders on December 15, 2020. The amendment, along with an amended and restated Articles of Incorporation, were made effective upon filing with the Secretary of State of the State of Iowa on December 17, 2020.

On October 18, 2017, our Board of Directors authorized a share repurchase program in the amount of ~~$70.0 million.~~$70,000. There is no time restriction on the authorization. In the ~~first six~~nine months ~~of Fiscal~~ended May 29, 2021, we repurchased 204,000 shares of our own common stock at a cost of ~~$10.4 million~~$10,004 under this authorization, and 38,000 shares at a cost of ~~$2.1 million~~$2,105 to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. At ~~February 27,~~May 29, 2021, we have ~~$58.8 million~~$58,761 remaining on our ~~board~~Board approved repurchase authorization.

On ~~March 17,~~May 19, 2021, our Board of Directors approved a quarterly cash dividend of $0.12 per share payable on ~~April 28,~~June 30, 2021, to common stockholders of record at the close of business on ~~April 14,~~June 16, 2021.

Contractual Obligations and Commercial Commitments

There has been no material change in our contractual obligations since the end of Fiscal 2020. Refer to Note 8 ~~Long-Term Debt, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on the Convertible Notes and Senior Secured ~~Notes, and~~Notes. Additionally, see our Annual Report on Form 10-K for the fiscal year ended August 29, 2020 for additional information regarding our contractual obligations and commercial commitments.

~~Significant~~Critical Accounting Policies ~~and Estimates~~

We describe our significant accounting policies in Note 1 ~~Summary of Significant Accounting Policies, of~~to the ~~Notes to~~ Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 29, 2020. We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended August 29, 2020. There have been no ~~significant~~material changes into our significant accounting policies or critical accounting ~~estimates~~policies since the end of Fiscal 2020.

~~New~~Recently Issued Accounting Pronouncements

~~For a description of~~Information regarding new ~~applicable~~ accounting pronouncements ~~see~~is include in Note 1 ~~Basis of Presentation, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Safe Harbor Statement Under the Private Securities Litigation Reform Act

Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," "guidance," "intend," "outlook," "plan," "project," and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment, and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A ~~Risk Factors~~,of Part I of our Annual Report on Form 10-K for the fiscal year ended August 29, 2020, and Item 1A ~~Risk Factors, in~~of Part II of this Quarterly Report on Form 10-Q, for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: competition and new product introductions by ~~competitors,~~competitors; our ability to attract and retain qualified ~~personnel,~~personnel; increases in market compensation ~~rates,~~rates; business or production ~~disruptions,~~disruptions; sales order ~~cancellations,~~cancellations; risk related to the terms of our credit agreements and compliance with debt covenants and leverage ~~ratios,~~ratios; stock price volatility and share ~~dilution,~~dilution; disruptions or unanticipated costs from facility ~~expansions,~~expansions; availability of ~~labor,~~labor; a slowdown in the ~~economy,~~economy; low consumer ~~confidence,~~confidence; the effect of global ~~tensions,~~tensions; increases in interest ~~rates,~~rates; availability of ~~credit~~,credit; availability of financing for RV and marine ~~dealers,~~dealers; impairment of ~~goodwill,~~goodwill; risk related to cyclicality and seasonality of our ~~business,~~business; slower than anticipated sales of new or existing ~~products,~~products; integration of operations relating to merger and acquisition activities ~~generally,~~generally; our acquisition of ~~Newmar,~~Newmar; the possibility that the Newmar acquisition may not perform as expected or may not result in earnings ~~growth,~~growth; difficulties and expenses related to integrating Newmar into our ~~business,~~business; increased focus of management attention and

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~~focus of management attention and~~ resources on the acquisition of ~~Newmar,~~Newmar; risks related to the Convertible Notes and Senior Secured Notes, including our ability to satisfy our obligations under the Convertible Notes and Senior Secured ~~Notes,~~Notes; risks related to our Convertible Note hedge and warrant ~~transactions,~~transactions; inadequate liquidity or capital ~~resources,~~resources; inventory and distribution channel ~~management,~~management; our ability to ~~innovate,~~innovate; our reliance on large dealer ~~organizations,~~organizations; significant increase in repurchase ~~obligations,~~obligations; availability and price of ~~fuel,~~fuel; availability of chassis and other key component ~~parts,~~parts; increased material and component ~~costs,~~costs; exposure to warranty ~~claims,~~claims; ability to protect our intellectual ~~property,~~property; exposure to product liability ~~claims,~~claims; dependence on information systems and web ~~applications,~~applications; any unexpected expenses related to the implementation of our ERP ~~system,~~system; the duration and scope of the COVID-19 ~~pandemic,~~pandemic; actions governments, businesses, and individuals take in response to the COVID-19 pandemic, including mandatory business closures and restrictions of onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; and general economic uncertainty in key markets and a worsening of domestic economic conditions or low levels of economic ~~growth,~~growth; risk related to data ~~security,~~security; governmental regulation, including for climate ~~change,~~change; risk related to anti-takeover provisions applicable to ~~us,~~us; cyber-attacks and other factors. We caution that the foregoing list of important factors is not complete. Any forward-looking statements speak only as of the date they are made, and we assume no obligation to update any forward-looking statement that we may make.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk

The assets we maintain to fund deferred compensation have market risk, but we maintain a corresponding liability for these assets. The market risk is therefore borne by the participants in the deferred compensation program.

Interest rate risk

As of ~~February 27,~~May 29, 2021, we have no interest rate swaps outstanding and the Term Loan, that had been subject to variable interest rates, was repaid in the fourth quarter of Fiscal 2020 using the proceeds from the Senior Secured Notes. The ABL is our only floating rate debt instrument which remains undrawn as of ~~February 27,~~May 29, 2021.

Item 4. Controls and ~~Procedures.~~Procedures

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures", as such term is defined under Exchange Act 13a-15(e), that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures and believes that such controls and procedures are effective at the reasonable assurance level.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, ~~has~~ evaluated the effectiveness of the design and operation of our disclosure controls and procedures ~~required by~~(as defined in Rule 13a-15(e) under the Securities Exchange Act ~~Rule 13a-15(b)~~of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer ~~have~~ concluded that our disclosure controls and procedures were effective as of the Evaluation Date.

Changes in Internal Control Over Financial Reporting

During the third quarter of Fiscal 2021, we implemented an ERP system within specific areas of certain operating segments which is expected to improve the efficiency of certain financial and related transaction processes. We have evaluated and tested the implementation of the ERP system for effect on our internal control over financial reporting. We have concluded, as part of our evaluation described in the above paragraphs, that the implementation of the ERP system in these circumstances has not materially affected our internal control over financial reporting.

There were no other changes in our internal control over financial reporting that occurred during the ~~second~~third quarter of Fiscal 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER ~~INFORMATION.~~INFORMATION

Item 1. Legal ~~Proceedings.~~Proceedings

For a description of our legal proceedings, see Note 10 ~~Contingent Liabilities and Commitments, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk ~~Factors.~~Factors

There have been no material changes from the risk factors previously disclosed in ~~Part I,~~ Item 1A ~~Risk Factors~~,of Part I of our Annual Report on Form 10-K for the fiscal year ended August 29, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

Purchases of our common stock during each fiscal month of the ~~second~~third quarter of Fiscal 2021 ~~were:~~are as follows:

Period
Total Number of Shares Purchased(1)
Average Price Paid per Share
Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
11/29/20 - 01/02/21 7,219 $ 58.53 — $ 58,761,000
01/03/21 - 01/30/21 1,227 61.25 — 58,761,000
01/31/21 - 02/27/21 72 71.46 — 58,761,000
Total 8,518 $ 59.03 — $ 58,761,000


Period(1)	Total Number of Shares Purchased(2)	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3)
02/28/21 - 04/03/21	—	$	—	—	$	58,761,000
04/04/21 - 05/01/21	—	—		—	58,761,000
05/02/21 - 05/29/21	—	—		—	58,761,000
Total	—	$	—	—	$	58,761,000

(1)Number of shares in the table are shown in whole numbers.

(2) Shares not purchased as part of a publicly announced program were repurchased from employees who vested in Company shares and elected to pay their payroll tax via the value of shares delivered as opposed to cash.

~~(2)~~(3) Pursuant to a ~~$70.0 million~~$70,000 share repurchase program authorized by our Board of Directors on October 18, 2017. There is no time restriction on the authorization.

Our Senior Secured notes, as defined in Note 8 ~~Long-Term Debt, of~~to the ~~Notes to Condensed~~ Consolidated Financial Statements included in Item 1 ~~Condensed Consolidated Financial Statements~~,of Part I of this Quarterly Report on Form 10-Q, contains occurrence based restrictions that may limit our ability to make distributions or payments with respect to purchases of our common stock without consent of the lenders, except for limited purchases of our common stock from employees, in the event of a significant reduction in our EBITDA or in the event of a significant borrowing on our ABL Credit Facility.

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Item 6. ~~Exhibits.~~Exhibits


3a.			Articles of Incorporation of the Registrant, as amended and restated on December 17, 2020 ~~previously filed as~~(incorporated by reference from Exhibit 3a to the Registrant's Quarterly Report for the quarter ended November 28, ~~2020. of the Registrant, as amended and restated on December 17,~~ 2020 ~~previously filed as Exhibit 3a to the Registrant's Quarterly Report for the quarter ended November 28, 2020.~~).

3b.			Amended By-Laws of the Registrant ~~previously filed as~~(incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated March 16, 2016 ~~(Commission File Number 001-06403) and incorporated by reference herein.~~)

4.1			Indenture, dated November 1, 2019, by and between Winnebago Industries, Inc. and U.S. Bank National Association ~~previously filed as~~(incorporate d by re ference from Exhibit 4.1 ~~with~~to the Registrant’s Current Report on Form 8-K dated October 29, ~~2019.~~2019 ).

4.2			Form of 1.50% Convertible Senior Note due 2025 (included in Exhibit 4.1).

4.3			Indenture, dated as of July 8, 2020, by and among Winnebago Industries, Inc., the guarantors named therein and U.S. Bank National Association, as trustee ~~previously filed as~~ (inco rporated by reference from Exhibit 4.1 ~~with~~to the Registrant's Current Report on Form 8-K dated July 8, ~~2020.~~2020 ).

4.4			Form of 6.250% Senior Secured Note due 2028 (included in Exhibit 4.3)

31.1			Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (fi l ed herewith).

31.2			Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~ 2002 (filed herewith).

32.1			Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002 (furnished herewith).

32.2			Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~(furnished 2002 (furnished herewith).
~~101~~			~~The following financial statements from our Quarterly Report on Form 10-Q for~~
101.INS			XBRL Instance Document - the ~~second quarter of Fiscal 2021~~instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline Extensible Business Reporting Language ("iXBRL"): (i) the Condensed Consolidated Balance Sheets at February 27, 2021, and August 29, 2020, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended February 27, 2021, and February 29, 2020, (iii) the Condensed Consolidated Statements of Cash Flows for the three and six months ended February 27, 2021, and February 29, 2020, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended February 27, 2021, and February 29, 2020, and (v) the Notes to the Condensed Consolidated Financial Statements.XBRL document (furnished herewith).

101.SCH			Inline XBRL Taxonomy Extension Schema Document (furnished herewith).

101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document (furnished herewith).

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith).

101.LAB			Inline XBRL Taxonomy Label Linkbase Document (furnished herewith).

101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document (furnished herewith).

104			~~The cover page from our Quarterly Report on Form 10-Q for the second quarter of Fiscal 2021 formatted~~Cover Page Interactive Data File (formatted in ~~iXBRL (included as~~Inline XBRL and contained in Exhibit 101) (furnished herewith).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WINNEBAGO INDUSTRIES, INC.

Date:

~~March 24,~~June 23, 2021

ByBy:

/s/ Michael J. Happe

Michael J. Happe

Chief Executive Officer, President

(Principal Executive Officer)

Date:

~~March 24,~~June 23, 2021

ByBy:

/s/ Bryan L. Hughes

Bryan L. Hughes

Chief Financial Officer and Senior Vice President

(Principal Financial and Accounting Officer)

3637


PART I.	FINANCIAL ~~INFORMATION.~~INFORMATION	3
Item 1.	~~Condensed~~ Consolidated Financial ~~Statements.~~Statements	3
	~~Condensed~~ Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)	3
	~~Condensed~~ Consolidated Balance Sheets	4
	~~Condensed~~ Consolidated Statements of Cash Flows	5
	~~Condensed~~ Consolidated Statements of Changes in ~~Stockholders'~~S hareholders ' Equity	7
	Notes to ~~Condensed~~ Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2223
Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk	3334
Item 4.	Controls and Procedures.	3334

PART II.	OTHER ~~INFORMATION.~~INFORMATION	3435
Item 1.	Legal Proceedings.	3435
Item 1A.	Risk ~~Factors.~~Factors	3435
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	3435
Item 6.	~~Exhibits.~~Exhibits	3536

SIGNATURES		3637


	Three Months Ended February 27, 2021
(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity
	Number	Amount								Number	Amount
Balances at November 28, 2020	51,776	$	25,888	$	204,551	$	966,945	$	(517)	(18,275)	$	(325,309)	$	871,558
Stock-based compensation, net of forfeitures	—	—		4,622		—		—		1	5		4,627
Issuance of stock, net	—	—		554		—		—		58	1,045		1,599
Repurchase of common stock	—	—		—		—		—		(9)	(503)		(503)
Common stock dividends; $0.12 per share	—	—		—		(3,993)		—		—	—		(3,993)
Actuarial loss, net of tax	—	—		—		—		8		—	—		8
Net income	—	—		—		69,068		—		—	—		69,068
Balances at February 27, 2021	51,776	$	25,888	$	209,727	$	1,032,020	$	(509)	(18,225)	$	(324,762)	$	942,364

	Six Months Ended February 27, 2021
(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity
	Number	Amount								Number	Amount
Balances at August 29, 2020	51,776	$	25,888	$	203,791	$	913,610	$	(526)	(18,133)	$	(315,297)	$	827,466
Stock-based compensation, net of forfeitures	—	—		6,968		—		—		1	13		6,981
Issuance of stock, net	—	—		(1,032)		—		—		149	2,631		1,599
Repurchase of common stock	—	—		—		—		—		(242)	(12,109)		(12,109)
Common stock dividends; $0.24 per share	—	—		—		(8,081)		—		—	—		(8,081)
Actuarial loss, net of tax	—	—		—		—		17		—	—		17
Net income	—	—		—		126,491		—		—	—		126,491
Balances at February 27, 2021	51,776	$	25,888	$	209,727	$	1,032,020	$	(509)	(18,225)	$	(324,762)	$	942,364

	Three Months Ended February 29, 2020
(in thousands, except per share data)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity
	Number	Amount								Number	Amount
Balances at November 30, 2019	51,776	$	25,888	$	198,733	$	877,469	$	(551)	(18,177)	$	(315,930)	$	785,609
Stock-based compensation, net of forfeitures	—	—		1,830		—		—		0	8		1,838
Issuance of stock, net	—	—		188		—		—		25	430		618
Repurchase of common stock	—	—		—		—		—		(1)	(74)		(74)
Common stock dividends; $0.11 per share	—	—		—		(3,743)		—		—	—		(3,743)
Actuarial loss, net of tax	—	—		—		—		8		—	—		8
Net income	—	—		—		17,268		—		—	—		17,268
Balances at February 29, 2020	51,776	$	25,888	$	200,751	$	890,994	$	(543)	(18,153)	$	(315,566)	$	801,524


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
11/29/20 - 01/02/21	7,219	$	58.53	—	$	58,761,000
01/03/21 - 01/30/21	1,227	61.25		—	58,761,000
01/31/21 - 02/27/21	72	71.46		—	58,761,000
Total	8,518	$	59.03	—	$	58,761,000