Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2019 | Oct. 07, 2019 | Feb. 22, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | WINNEBAGO INDUSTRIES INC | ||
Entity Central Index Key | 0000107687 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 31,630,845 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 648,711,299 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Net revenues | $ 1,985,674 | $ 2,016,829 | $ 1,547,119 |
Cost of goods sold | 1,678,477 | 1,716,993 | 1,324,542 |
Gross profit | 307,197 | 299,836 | 222,577 |
Operating expenses: | |||
Selling, general, and administrative expenses | 142,295 | 130,116 | 97,607 |
Postretirement health care benefit income | 0 | 0 | (24,796) |
Amortization of intangible assets | 9,635 | 9,328 | 24,660 |
Total operating expenses | 151,930 | 139,444 | 97,471 |
Operating income | 155,267 | 160,392 | 125,106 |
Interest expense | 17,939 | 18,246 | 16,837 |
Non-operating income | (1,581) | (494) | (330) |
Income before income taxes | 138,909 | 142,640 | 108,599 |
Provision for income taxes | 27,111 | 40,283 | 37,269 |
Net income | $ 111,798 | $ 102,357 | $ 71,330 |
Income per common share: | |||
Basic income per common share | $ 3.55 | $ 3.24 | $ 2.33 |
Diluted income per common share | $ 3.52 | $ 3.22 | $ 2.32 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 31,536 | 31,596 | 30,648 |
Diluted (in shares) | 31,721 | 31,814 | 30,766 |
Other comprehensive income (loss): | |||
Amortization of prior service credit (net of tax of $0, $0, and $15,409) | $ 0 | $ (25,035) | |
Amortization of net actuarial loss (net of tax of $10, $11, and $5,976) | 32 | $ 27 | 9,705 |
Increase in actuarial loss (net of tax of $0, $0, and $35) | (57) | ||
Plan amendment (net of tax of $0, $0, and $2,402) | 3,903 | ||
Change in fair value of interest rate swap (net of tax of $454, $840, and $314) | (1,415) | 1,947 | (514) |
Total other comprehensive income (loss) | (1,383) | 1,974 | (11,998) |
Comprehensive income | $ 110,415 | $ 104,331 | $ 59,332 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Income Statement [Abstract] | |||
Amortization of prior service credit, tax | $ 0 | $ 0 | $ 15,409 |
Amortization of net actuarial loss, tax | 10 | 11 | 5,976 |
Increase in actuarial loss, tax | 0 | 0 | 35 |
Plan amendment, tax | 0 | 0 | 2,402 |
Change in fair value of interest rate swap, tax | $ 454 | $ 840 | $ 314 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 37,431 | $ 2,342 |
Receivables, less allowance for doubtful accounts ($160 and $197, respectively) | 158,049 | 164,585 |
Inventories | 201,126 | 195,128 |
Prepaid expenses and other assets | 14,051 | 9,883 |
Total current assets | 410,657 | 371,938 |
Property, plant, and equipment, net | 127,572 | 101,193 |
Goodwill | 274,931 | 274,370 |
Other intangible assets, net | 256,082 | 265,717 |
Investment in life insurance | 26,846 | 28,297 |
Other assets | 8,143 | 10,290 |
Total assets | 1,104,231 | 1,051,805 |
Current liabilities: | ||
Accounts payable | 81,635 | 81,039 |
Income taxes payable | 0 | 15,655 |
Accrued expenses: | ||
Accrued compensation | 20,328 | 29,350 |
Product warranties | 44,436 | 40,498 |
Self-insurance | 13,820 | 12,262 |
Promotional | 10,896 | 11,017 |
Accrued interest | 4,059 | 3,095 |
Other | 13,678 | 11,269 |
Current maturities of long-term debt | 8,892 | 0 |
Total current liabilities | 197,744 | 204,185 |
Total non-current liabilities: | ||
Long-term debt, less current maturities | 245,402 | 291,441 |
Deferred income taxes | 12,032 | 4,457 |
Unrecognized tax benefits | 3,591 | 1,745 |
Deferred compensations benefits, net of current portion | 12,878 | 15,282 |
Other | 372 | 250 |
Total non-current liabilities | 274,275 | 313,175 |
Stockholders' equity: | ||
Preferred stock, par value $0.01: Authorized-10,000 shares; Issued-none | 0 | 0 |
Common stock, par value $0.50: Authorized-60,000 shares; Issued-51,776 shares | 25,888 | 25,888 |
Additional paid-in capital | 91,185 | 86,223 |
Retained earnings | 866,886 | 768,816 |
Accumulated other comprehensive (loss) income | (491) | 892 |
Treasury stock, at cost: 20,262 and 20,243 shares, respectively | (351,256) | (347,374) |
Total stockholders' equity | 632,212 | 534,445 |
Total liabilities and stockholders' equity | $ 1,104,231 | $ 1,051,805 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Statement of Financial Position [Abstract] | ||
Receivables, less allowance for doubtful accounts | $ 160 | $ 197 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Capital stock common, par value (in dollars per share) | $ 0.50 | $ 0.50 |
Capital stock common, shares authorized (in shares) | 60,000 | 60,000 |
Capital stock common, shares issued (in shares) | 51,776 | 51,776 |
Treasury stock, at cost, shares (in shares) | 20,262 | 20,243 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Operating activities: | |||
Net income | $ 111,798 | $ 102,357 | $ 71,330 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 13,682 | 9,849 | 7,315 |
Amortization of intangible assets | 9,635 | 9,328 | 24,660 |
Amortization of debt issuance costs | 1,612 | 2,206 | 1,596 |
LIFO expense | 2,258 | 3,344 | 1,722 |
Stock-based compensation | 7,058 | 7,434 | 2,977 |
Deferred income taxes | 7,984 | 5,784 | 8,360 |
Deferred compensation expense and postretirement income | 1,056 | 1,201 | (23,379) |
Other, net | 257 | (995) | (1,257) |
Change in assets and liabilities: | |||
Receivables | 6,418 | (37,739) | (25,136) |
Inventories | (8,256) | (46,429) | (6,165) |
Prepaid expenses and other assets | (4,499) | 2,353 | (2,461) |
Accounts payable | 907 | (1,278) | 23,778 |
Income taxes and unrecognized tax benefits | (13,810) | 7,939 | 7,045 |
Accrued expenses and other liabilities | (2,350) | 17,992 | 6,742 |
Net cash provided by operating activities | 133,750 | 83,346 | 97,127 |
Investing activities: | |||
Purchases of property and equipment | (40,858) | (28,668) | (13,993) |
Acquisition of business, net of cash acquired | (702) | (81,200) | (392,473) |
Proceeds from Sale of Property, Plant, and Equipment | 148 | 338 | 223 |
Other, net | 2,476 | (2,231) | 858 |
Net cash used in investing activities | (38,936) | (111,761) | (405,385) |
Financing activities: | |||
Borrowings on credit agreement | 891,892 | 221,133 | 366,400 |
Repayments of credit agreement | (930,424) | (206,601) | (82,400) |
Payments of cash dividends | (13,670) | (12,738) | (12,738) |
Payments for repurchases of common stock | (8,171) | (6,481) | (1,530) |
Payments of debt issuance costs | 0 | (589) | (11,020) |
Other, net | 648 | 88 | (92) |
Net cash provided by (used in) financing activities | (59,725) | (5,188) | 258,620 |
Net (decrease) increase in cash and cash equivalents | 35,089 | (33,603) | (49,638) |
Cash and cash equivalents at beginning of period | 2,342 | 35,945 | 85,583 |
Cash and cash equivalents at end of period | 37,431 | 2,342 | 35,945 |
Supplemental cash flow disclosure: | |||
Income taxes paid, net | 37,061 | 26,436 | 21,421 |
Interest paid | 14,921 | 16,565 | 11,893 |
Non-cash transactions: | |||
Issuance of Winnebago common stock for acquisition of business | 0 | 0 | 124,066 |
Capital expenditures in accounts payable | $ 387 | $ 698 | $ 1,021 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares [Member] | Additional Paid-In Capital (APIC) [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] |
Beginning balance at Aug. 27, 2016 | $ 268,359 | $ 25,888 | $ 32,717 | $ 620,546 | $ 10,975 | $ (421,767) |
Beginning balance (in shares) at Aug. 27, 2016 | 51,776 | (24,875) | ||||
Stock-based compensation, net of forfeitures | 2,908 | 2,830 | $ 78 | |||
Stock-based compensation, net of forfeitures (in shares) | 5 | |||||
Issuance of restricted stock | 808 | (1,821) | $ 2,629 | |||
Issuance of restricted stock (in shares) | 155 | |||||
Issuance of stock for acquisition | 124,066 | 46,205 | $ 77,861 | |||
Issuance of stock for acquisition (in shares) | 4,586 | |||||
Creation/utilization of APIC pool due to stock award | 470 | 470 | ||||
Repurchase of common stock | (1,531) | $ (1,531) | ||||
Repurchase of common stock (in shares) | (54) | |||||
Cash dividends paid on common stock | (12,738) | (12,738) | ||||
Actuarial loss, net of tax | (15,387) | (15,387) | ||||
Plan amendment, net of tax | 3,903 | 3,903 | ||||
Change in fair value of interest rate swap, net of tax | (514) | (514) | ||||
Net income | 71,330 | 71,330 | ||||
Ending balance at Aug. 26, 2017 | 441,674 | $ 25,888 | 80,401 | 679,138 | (1,023) | $ (342,730) |
Ending balance (in shares) at Aug. 26, 2017 | 51,776 | (20,183) | ||||
Stock-based compensation, net of forfeitures | 7,484 | 7,406 | $ 78 | |||
Stock-based compensation, net of forfeitures (in shares) | 5 | |||||
Issuance of restricted stock | 175 | (1,584) | $ 1,759 | |||
Issuance of restricted stock (in shares) | 104 | |||||
Repurchase of common stock | (6,481) | $ (6,481) | ||||
Repurchase of common stock (in shares) | (169) | |||||
Cash dividends paid on common stock | (12,738) | (12,738) | ||||
Actuarial loss, net of tax | (27) | 27 | ||||
Change in fair value of interest rate swap, net of tax | 1,947 | 1,947 | ||||
Reclassification of tax effects | 0 | 59 | (59) | |||
Net income | 102,357 | 102,357 | ||||
Ending balance at Aug. 25, 2018 | 534,445 | $ 25,888 | 86,223 | 768,816 | 892 | $ (347,374) |
Ending balance (in shares) at Aug. 25, 2018 | 51,776 | (20,243) | ||||
Stock-based compensation, net of forfeitures | 7,075 | 6,993 | $ 82 | |||
Stock-based compensation, net of forfeitures (in shares) | 5 | |||||
Issuance of restricted stock | 2,176 | (2,031) | $ 4,207 | |||
Issuance of restricted stock (in shares) | 244 | |||||
Repurchase of common stock | (8,171) | $ (8,171) | ||||
Repurchase of common stock (in shares) | (268) | |||||
Cash dividends paid on common stock | (13,728) | (13,728) | ||||
Actuarial loss, net of tax | (32) | 32 | ||||
Change in fair value of interest rate swap, net of tax | (1,415) | (1,415) | ||||
Net income | 111,798 | 111,798 | ||||
Ending balance at Aug. 31, 2019 | $ 632,212 | $ 25,888 | $ 91,185 | $ 866,886 | $ (491) | $ (351,256) |
Ending balance (in shares) at Aug. 31, 2019 | 51,776 | (20,262) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.43 | $ 0.40 | $ 0.40 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Unless the context otherwise requires, the use of the terms "Winnebago Industries," "we," "us," and "our" in these Notes to Consolidated Financial Statements refers to Winnebago Industries, Inc. and its wholly-owned subsidiaries. Nature of Operations Winnebago Industries, Inc. is one of the leading U.S. manufacturers with a diversified portfolio of recreation vehicles ("RV"s) and marine products used primarily in leisure travel and outdoor recreation activities. 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. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. Reportable Segments We have two reportable segments: (1) Towable and (2) Motorhome. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. The Motorhome segment includes products that include a motorized chassis as well as other related manufactured products. Certain corporate administration expenses and non-operating income and expense are recorded in a Corporate / All Other category. See Note 3 , Business Segments . Principles of Consolidation The consolidated financial statements for Fiscal 2019 include the parent company and our wholly-owned subsidiaries. All intercompany balances and transactions with our subsidiaries have been eliminated. Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. Fiscal 2019 is a 53 -week year, while Fiscal 2018 and 2017 were 52 -week years. The extra (53rd) week in Fiscal 2019 was recognized in our fourth quarter. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments with an original maturity of three months or less. The carrying amount approximates fair value due to the short maturity of the investments. Derivative Instruments and Hedging Activities We use derivative instruments to hedge our floating interest rate exposure. Derivative instruments are accounted for at fair value in accordance with Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. We have designated these derivatives as cash flow hedges for accounting purposes. Changes in fair value, for the effective portion of qualifying hedges, are recorded in other comprehensive income. We review the effectiveness of our hedging instruments on a quarterly basis, recognize current year hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. Refer to Note 4 , Derivatives, Investments, and Fair Value Measurements , for additional information. Receivables Receivables consist principally of amounts due from our dealer network for RVs and boats sold. We establish allowances for doubtful accounts based on historical loss experience and any specific customer collection issues identified. Additional amounts are provided through charges to income as we believe necessary after evaluation of receivables and current economic conditions. Amounts which are considered to be uncollectible are written off, and recoveries of amounts previously written off are credited to the allowance upon recovery. Inventories Generally, inventories are stated at the lower of cost or market, valued using the First-in, First-out basis ("FIFO"), except for our Motorhome segment which is valued using the Last-in, First-out ("LIFO") basis. Manufacturing cost includes materials, labor, and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. Property and Equipment Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 8-45 years Machinery and equipment 1-15 years Software 1-10 years Transportation equipment 1-7 years Goodwill and Indefinite-Lived Intangible Assets Goodwill Goodwill is tested annually in the fourth quarter of each year and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amounts may be impaired. Impairment testing for goodwill is done at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as our operating segments as defined in Note 3 , Business Segments . Companies have the option to first assess qualitative factors to determine whether the fair value of a reporting unit is “more likely than not” less than its carrying amount. If it is more likely than not that an impairment has occurred, companies then perform the quantitative goodwill impairment test. If we perform the quantitative test, we compare the carrying value of the reporting unit to an estimate of the reporting unit’s fair value to identify impairment. The estimate of the reporting unit’s fair value is determined by weighting a discounted cash flow model and a market-related model using current industry information that involve significant unobservable inputs (Level 3 inputs). In determining the estimated future cash flow, we consider and apply certain estimates and judgments, including current and projected future levels of income based on management’s plans, business trends, prospects, market and economic conditions, and market-participant considerations. If we fail the quantitative assessment of goodwill impairment, we will recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value. Trade names We have indefinite-lived intangible assets for trade names related to Grand Design within our Towable segment and to Chris-Craft within our Corporate / All Other category. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If we perform a quantitative test, we use the relief from royalty method to determine the fair value of the trade name. This method uses assumptions, which require significant judgment and actual results may differ from assumed and estimated amounts. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value. During the fourth quarter of Fiscal 2019 , we completed our annual impairment tests. We elected not to rely on the qualitative assessment as of the testing date and rather performed the quantitative analysis. The result of the test was that the fair value exceeded the carrying value, and no impairment was indicated. Definite-Lived Intangible Assets and Long-Lived Assets Long-lived assets, which include property, plant and equipment, and definite-lived intangible assets, primarily the dealer network, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable from future cash flows. The impairment test involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value and is recognized in the statement of income in the period that the impairment occurs. The reasonableness of the useful lives of this asset and other long-lived assets is regularly evaluated. There was no impairment loss for the year ended August 31, 2019 for definite-lived intangible assets or long-lived assets. Self-Insurance Generally, we self-insure for a portion of product liability claims, workers' compensation, and health insurance. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We use third party administrators and actuaries using historical claims experience and various state statutes to assist in the determination of our accrued liability balance. We have a $50.0 million insurance policy that includes a self-insured retention for product liability of $1.0 million per occurrence and $2.0 million in aggregate per policy year. Our self-insured health insurance policy includes an individual retention of $0.2 million per occurrence and an aggregate retention of 125% of expected annual claims. We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for product liability, health insurance, and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Balances are included within Accrued expenses: Self-insurance on our Consolidated Balance Sheets . Income Taxes In preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within our balance sheet. We then assess the likelihood that our deferred tax assets will be realized based on future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we include an expense or a benefit within the tax provision in our Consolidated Statements of Income and Comprehensive Income . Legal Litigation expense, including estimated defense costs, is recorded when probable and reasonably estimable. Revenue Recognition Our primary source of revenue is generated through the sale of non-motorized towable units, motorized units, and marine units to our independent dealer network (our customers). Unit revenue is recognized at a point-in-time when the performance obligation is satisfied, which generally occurs when the unit is shipped to or picked-up from our manufacturing facilities by the customer. Our payment terms are typically before or on delivery, and do not include a significant financing component. The amount of consideration received and recorded to revenue varies with changes in marketing incentives and offers to our customers. These marketing incentives and offers to our customers are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Refer to Note 12 , Revenue Recognition , for additional information. Advertising Advertising costs, which consist primarily of literature and trade shows, were $8.3 million , $7.4 million , and $5.7 million in Fiscal 2019 , 2018 , and 2017 , respectively. Advertising costs are included in Selling, general, and administrative expenses and are expensed as incurred. Subsequent Events We evaluated events occurring between the end of our most recent fiscal year and the date the financial statements were issued. There were no material subsequent events, except as noted in Note 9 , Long-Term Debt , and Note 13 , Stock-Based Compensation Plans , and the items described below. Dividend On August 14, 2019 , our Board of Directors declared a quarterly cash dividend of $0.11 per share, totaling $3.5 million , paid on September 25, 2019 to common stockholders of record at the close of business on September 11, 2019 . Acquisition On September 15, 2019, we entered into a definitive agreement to acquire Newmar Corporation ("Newmar") for total consideration of approximately $344.0 million , based on the closing price of our stock on September 13, 2019. The consideration will consist of approximately $270.0 million in cash and a fixed amount of 2.0 million shares of our stock. Newmar is a leading manufacturer of Class A and Super C motorized recreational vehicles that sells through an established network of independent authorized dealers throughout North America. The Purchase Agreement also provides that we may terminate the Purchase Agreement if our stock price falls below $20.00 per share, in which case we will be subject to a termination fee of $5.0 million . The acquisition is not subject to approval by our shareholders. In connection with the execution of the Purchase Agreement, we executed a commitment letter with Goldman Sachs Bank USA, Bank of Montreal, and BMO Capital Markets Corp. (the “Commitment Letter”). As set forth in the Commitment Letter, (a) we intend to obtain up to $290.0 million in gross cash proceeds from the issuance of senior secured notes (the “Senior Notes”) and (b) if we do not, or are unable to, issue the full amount of the Senior Notes at or prior to the time of the closing of the acquisition, we plan to obtain a senior secured bridge facility in an amount up to $290.0 million minus any gross cash proceeds received by us from the issuance of any Senior Notes or other securities. Recently Adopted Accounting Pronouncements In the first quarter of Fiscal 2019 , we adopted Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive five-step model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We elected the modified retrospective method of adoption, which we applied to contracts not completed as of the initial date of adoption. Application of the transition requirements had no material impact on operations or beginning retained earnings. While certain control processes and procedures were updated for this adoption, the changes did not have a material impact on our internal control over financial reporting framework. Also, in the first quarter of Fiscal 2019 , we retrospectively adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. The adoption of this standard did not materially impact our statements of cash flows, and no cash flow reclassifications were required for the prior years. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. We plan to adopt the standard as of September 1, 2019 , the beginning of Fiscal 2020 . We will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carryforward the historical lease classification. In addition, we are electing the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We will make an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize these lease payments in the Consolidated Statement of Income on a straight-line basis over the lease term. We estimate adoption of the standard will result in recognition of additional net lease assets and lease liabilities of approximately $34.0 million as of September 1, 2019 . We do not believe the standard will materially impact our consolidated net earnings or our cash flows. As part of our adoption, we have also modified our control procedures and processes. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018 (our Fiscal 2020 ), including interim periods within those annual reporting periods. Early adoption is permitted. We expect to adopt the new guidance in the first quarter of Fiscal 2020 , and we do not expect a material impact to our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and has since issued additional amendments. ASU 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The standard is effective for annual reporting periods beginning after December 15, 2019 (our Fiscal 2021), including interim periods within those annual reporting periods. We expect to adopt the new guidance in the first quarter of Fiscal 2021, and we do not expect a material impact to our consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Aug. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations Disclosure [Text Block] | Business Combinations Chris-Craft USA, Inc. On June 4, 2018 , we acquired 100% of the ownership interest of Chris-Craft USA, Inc. ("Chris-Craft"). The acquisition diversifies our outdoor lifestyle value proposition into the recreational powerboat industry. The assets, liabilities, and operating results have been included in our financial statements from the date of acquisition within the Corporate / All Other category. Pro forma results of operations for this acquisition have not been presented, as it was immaterial to the reported results. The purchase price allocation was finalized during the fourth quarter of Fiscal 2019. Grand Design RV, LLC On November 8, 2016 , we acquired 100% of the ownership interests of Grand Design RV, LLC ("Grand Design") in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million , which was paid in cash and Winnebago common stock shares as follows: (in thousands, except shares) November 8, 2016 Cash $ 396,442 Winnebago shares: 4,586,555 at $27.05 per share 124,066 Total $ 520,508 The cash portion was funded from cash on hand and borrowings under our debt agreements discussed in Note 9 , Long-Term Debt . The stock was valued using our share price on the date of closing. The acquisition has been accounted for in accordance with ASC 805, Business Combinations , using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the net tangible and intangible assets of Grand Design acquired, based on their fair values at the date of the acquisition. The purchase price allocation was finalized during the first quarter of Fiscal 2018. The acquisition of 100% of the ownership interests of Grand Design occurred in two steps: (1) direct purchase of 89.34% of Grand Design member interests and (2) simultaneous acquisition of the remaining 10.66% of Grand Design member interests via the purchase of 100% of the shares of SP GE VIII-B GD RV Blocker Corp. ("Blocker Corporation"), which held the remaining 10.66% of the Grand Design member interests. We agreed to acquire Blocker Corporation as part of the Securities Purchase Agreement, and we did not receive a step-up in basis for 10.66% of the Grand Design assets. As a result, we established certain deferred tax liabilities on the opening balance sheet that relate to Blocker Corporation. In Fiscal 2018, Blocker Corporation was dissolved. The goodwill recognized is primarily attributable to the value of the workforce, reputation of founders, customer and dealer growth opportunities, and expected synergies. Key areas of cost synergies include increased purchasing power for raw materials and supply chain consolidation. Goodwill is expected to be mostly deductible for tax purposes. Within the Towable segment, the results of Grand Design's operations have been included in our consolidated financial statements from the close of the acquisition. The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during Fiscal 2019 , 2018 , and 2017 following the November 8, 2016 closing date: (in thousands) 2019 2018 2017 Net revenues $ 1,069,862 $ 969,362 $ 559,664 Operating income 145,900 129,123 54,188 Unaudited pro forma information has been prepared as if the acquisition had taken place on August 30, 2015. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction actually taken place on August 30, 2015, and the unaudited pro forma information does not purport to be indicative of future financial operating results. The unaudited pro forma condensed consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition. Unaudited pro forma information is as follows: (in thousands, except per share data) 2017 (1) Net revenues $ 1,642,786 Net income 91,163 Income per share - basic 2.89 Income per share - diluted 2.88 (1) Net income and income per share include the increased benefit of $16.3 million, net of tax, associated with the termination of the postretirement health care plan in Fiscal 2017. The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Grand Design had been completed on August 30, 2015: (in thousands) 2017 Amortization of intangibles (1 year or less useful life) (1) $ (18,751 ) Increase in amortization of intangibles (1) 1,551 Expenses related to business combination (transaction costs) (2) (6,649 ) Interest to reflect new debt structure (3) 3,672 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 11,648 (1) Refer to Note 7 , Goodwill and Intangible Assets , for additional information on the intangible assets recorded as a result of the acquisition. (2) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to the acquisition. (3) Refer to Note 9 , Long-Term Debt , for additional information on the new debt structure as a result of the acquisition. We incurred approximately $7.0 million of acquisition-related costs to date, of which $0.1 million and $6.6 million was expensed during Fiscal 2018 and 2017 , respectively. Share Registration As a result of the acquisition of Grand Design, we agreed to register the 4,586,555 shares of common stock issued to the sellers pursuant to the terms of a registration rights agreement. Under the registration rights agreement, we filed a shelf registration statement on January 20, 2017 to register these shares for resale. On April 11, 2017 , pursuant to an underwriting agreement dated as of April 5, 2017, by and among the Company, certain of the sellers, and Morgan Stanley & Co., LLC, the sellers sold 2,293,277 shares of common stock in an underwritten block trade. |
Business Segments
Business Segments | 12 Months Ended |
Aug. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We have identified five operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Chris-Craft marine, and 5) Winnebago specialty vehicles. We evaluate performance based on each operating segment's Adjusted EBITDA, as defined below, which excludes certain corporate administration expenses and non-operating income and expense. Our two reportable segments include: 1) Towable (comprised of products which are not motorized and are generally towed by another vehicle as well as other related manufactured products and services), which is an aggregation of the Winnebago towables and Grand Design towables operating segments and 2) Motorhome (comprised of products that include a motorized chassis as well as 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 the oversight of the enterprise. These expenses include items such as corporate leadership and administration costs. Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category. Our chief operating decision maker ("CODM") is our Chief Executive Officer. Our CODM relies on internal management reporting that analyzes consolidated results to the net earnings level and operating segment's Adjusted EBITDA. Our CODM has ultimate responsibility for enterprise decisions. Our CODM determines, in particular, resource allocation for, and monitors the performance of, the consolidated enterprise, the Towable segment, and the Motorhome segment. The Towable segment management and Motorhome segment management have responsibility for operating decisions, allocating resources, and assessing performance within their respective segments. The accounting policies of both reportable segments are the same and are described in Note 1 , Summary of Significant Accounting Policies . We evaluate the performance of our reportable segments based on Adjusted EBITDA. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other adjustments made in order to present comparable results from year to year. Examples of items excluded from Adjusted EBITDA include the postretirement health care benefit income from terminating the plan, acquisition-related costs, restructuring expenses, and non-operating income. The following table shows information by reportable segment: (in thousands) 2019 2018 2017 Net Revenues Towable $ 1,197,327 $ 1,127,723 $ 685,197 Motorhome 706,927 860,675 853,360 Corporate / All Other 81,420 28,431 8,562 Consolidated $ 1,985,674 $ 2,016,829 $ 1,547,119 Adjusted EBITDA Towable $ 163,677 $ 157,010 $ 89,734 Motorhome 27,455 35,508 56,518 Corporate / All Other (11,480 ) (10,772 ) (7,375 ) Consolidated $ 179,652 $ 181,746 $ 138,877 Capital expenditures Towable $ 27,679 $ 18,460 $ 4,406 Motorhome 9,969 9,302 9,563 Corporate / All Other 3,210 906 24 Consolidated $ 40,858 $ 28,668 $ 13,993 (in thousands) August 31, 2019 August 25, 2018 Total Assets Towable $ 628,994 $ 626,588 Motorhome 332,157 322,048 Corporate / All Other 143,080 103,169 Consolidated $ 1,104,231 $ 1,051,805 The following table reconciles net income to consolidated Adjusted EBITDA: (in thousands) 2019 2018 2017 Net income $ 111,798 $ 102,357 $ 71,330 Interest expense 17,939 18,246 16,837 Provision for income taxes 27,111 40,283 37,269 Depreciation 13,682 9,849 7,315 Amortization of intangible assets 9,635 9,328 24,660 EBITDA 180,165 180,063 157,411 Postretirement health care benefit income — — (24,796 ) Restructuring (1) 1,068 — — Acquisition-related costs — 2,177 6,592 Non-operating income (1,581 ) (494 ) (330 ) Adjusted EBITDA $ 179,652 $ 181,746 $ 138,877 (1) Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation. The following table reconciles net revenues by geographic area: (in thousands) 2019 2018 2017 United States $ 1,836,472 $ 1,860,613 $ 1,445,401 International 149,202 156,216 101,718 Net Revenues $ 1,985,674 $ 2,016,829 $ 1,547,119 |
Derivatives, Investments and Fa
Derivatives, Investments and Fair Value Measurements | 12 Months Ended |
Aug. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Derivatives, Investments and Fair Value Measurements | Derivatives, Investments, and Fair Value Measurements Assets and Liabilities that are Measured at Fair Value on a Recurring Basis We account for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement, and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows: Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 - Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets in nonactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at August 31, 2019 and August 25, 2018 according to the valuation techniques we used to determine their fair values: Fair Value at Fair Value Hierarchy (in thousands) August 31, 2019 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 373 $ 288 $ 85 $ — International equity funds 101 45 56 — Fixed income funds 155 54 101 — Interest rate swap contract 90 — 90 — Total assets at fair value $ 719 $ 387 $ 332 $ — Fair Value at Fair Value Hierarchy (in thousands) August 25, 2018 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,143 $ 1,114 $ 29 $ — International equity funds 139 120 19 — Fixed income funds 223 132 91 — Interest rate swap contract 1,959 — 1,959 — Total assets at fair value $ 3,464 $ 1,366 $ 2,098 $ — The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Assets that fund deferred compensation Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. These securities are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. These securities fund the Executive Share Option Plan and the Executive Deferred Compensation Plan. Refer to Note 10 , Employee and Retiree Benefits . The proportion of the assets that will fund options which expire within a year are included in Prepaid expenses and other assets on the Consolidated Balance Sheets . The remaining assets are classified as non-current and are included in Other assets . Interest Rate Swap Contract On January 23, 2017, we entered into an interest swap contract, which effectively fixed our interest rate on our $300.0 million loan agreement ("Term Loan") for a notional amount that reduces each December during the swap contract. As of August 31, 2019 , we had $120.0 million of our Term Loan fixed at an interest rate of 5.32% . As of August 25, 2018 , we had $170.0 million of our Term Loan fixed at an interest rate of 5.32% . The swap contract expires on December 8, 2020. The fair value of the interest rate swap is classified as Level 2 as it is determined based on observable market data. The asset is included in Other assets on the Consolidated Balance Sheets . The change in value is recorded to Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets since the interest rate swap has been designated for hedge accounting. Assets and Liabilities that are measured at Fair Value on a Nonrecurring Basis Our non-financial assets, which includes goodwill, intangible assets, and property, plant, and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, we must evaluate the non-financial asset for impairment. If an impairment occurs, the asset is required to be recorded at the estimated fair value. No impairments were recorded for non-financial assets in Fiscal 2019 , 2018 , and 2017 . Fair Value of Financial Instruments Our financial instruments, other than those presented in the disclosures above, include cash, receivables, accounts payable, other payables, and long-term debt. The fair values of cash, receivables, accounts payable, and other payables approximated carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. See Note 9 , Long-Term Debt , for information about the fair value of our long-term debt. |
Inventories
Inventories | 12 Months Ended |
Aug. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: (in thousands) August 31, 2019 August 25, 2018 Finished goods $ 53,417 $ 26,513 Work-in-process ("WIP") 82,926 68,339 Raw materials 105,804 139,039 Total 242,147 233,891 Less LIFO reserve 41,021 38,763 Inventories $ 201,126 $ 195,128 Inventory valuation methods consist of the following: (in thousands) August 31, 2019 August 25, 2018 LIFO basis $ 184,007 $ 176,215 FIFO basis 58,140 57,676 Total $ 242,147 $ 233,891 The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Aug. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: (in thousands) August 31, 2019 August 25, 2018 Land $ 6,799 $ 6,747 Buildings and building improvements 119,638 94,622 Machinery and equipment 107,701 105,663 Software 29,169 23,388 Transportation 3,865 8,837 Property, plant, and equipment, gross 267,172 239,257 Less accumulated depreciation 139,600 138,064 Property, plant, and equipment, net $ 127,572 $ 101,193 For Fiscal 2019 , 2018 , and 2017 , depreciation charged to operations was $13.7 million , $9.8 million , and $7.3 million , respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets Goodwill and Intangible Assets | 12 Months Ended |
Aug. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets The changes in carrying amount of goodwill by segment were as follows in Fiscal 2019 , 2018 , and 2017 , noting we have no accumulated impairment losses: (in thousands) Towable Corporate / All Other Total Balances at August 27, 2016 $ 1,228 $ — $ 1,228 Acquisition of Grand Design (1) 241,500 — 241,500 Balances at August 26, 2017 242,728 — 242,728 Grand Design purchase price adjustment (1) 1,956 — 1,956 Acquisition of Chris-Craft (1) — 29,686 29,686 Balances at August 25, 2018 244,684 29,686 274,370 Chris-Craft purchase price adjustment (1) — 561 561 Balances at August 31, 2019 $ 244,684 $ 30,247 $ 274,931 (1) Refer to Note 2 , Business Combinations , for additional information on the acquisitions of Grand Design and Chris-Craft. Intangible assets, net of accumulated amortization consists of the following: August 31, 2019 August 25, 2018 (in thousands) Weighted Average Life-Years Cost Accumulated Amortization Weighted Average Life-Years Cost Accumulated Amortization Trade names Indefinite $ 177,250 Indefinite $ 177,250 Dealer networks 12.2 95,581 $ 20,329 12.2 95,581 $ 12,328 Backlog 0.5 19,527 19,527 0.5 19,527 19,135 Non-compete agreements 4.1 5,347 3,077 4.1 5,347 2,084 Leasehold interest-favorable 8.1 2,000 690 8.1 2,000 441 Other intangible assets, gross 299,705 43,623 299,705 33,988 Less accumulated amortization 43,623 33,988 Other intangible assets, net $ 256,082 $ 265,717 The weig hted average remaining amortization period for intangible assets as of August 31, 2019 was approximatel y ten years. Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (in thousands) Amount Fiscal 2020 $ 9,032 Fiscal 2021 9,032 Fiscal 2022 8,390 Fiscal 2023 8,197 Fiscal 2024 8,095 Thereafter 36,086 Total amortization expense remaining $ 78,832 |
Warranty
Warranty | 12 Months Ended |
Aug. 31, 2019 | |
Product Warranties Disclosures [Abstract] | |
Warranty | Product Warranties We provide certain service and warranty on our products. From time to time, we also voluntarily incur costs for certain warranty-type expenses occurring after the normal warranty period to help protect the reputation of our products and the goodwill of our customers. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available. In addition to the costs associated with the contractual warranty coverage provided on our products, we also occasionally incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate. Changes in our product warranty liability are as follows: (in thousands) 2019 2018 2017 Balance at beginning of year $ 40,498 $ 30,805 $ 12,412 Business acquisitions (1) — 611 12,904 Provision 45,902 42,377 31,631 Claims paid (41,964 ) (33,295 ) (26,142 ) Balance at end of year $ 44,436 $ 40,498 $ 30,805 (1) Refer to Note 2 , Business Combinations , for additional information on the acquisitions of Grand Design and Chris-Craft. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 12 Months Ended |
Aug. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Long-Term Debt On November 8, 2016 , we entered into a $125.0 million credit agreement ("ABL") and a $300.0 million loan agreement ("Term Loan") with JPMorgan Chase Bank, N.A. ("JPMorgan Chase"), as administrative agent ("Credit Agreement") and certain lenders from time to time party thereto. The loan parties under the ABL and Term Loan are Winnebago Industries, Inc. and all material direct and indirect domestic subsidiaries, and the obligations under the Credit Agreement are secured by a security interest in substantially all of our assets and those of our subsidiaries. Under the ABL, we have a five -year credit facility on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL is available for issuance of letters of credit to a specified limit of $10.0 million . We pay a commitment fee of 0.25% on the average daily amount of the facility available, but unused. We can elect to base the interest rate on various rates plus specific spreads depending on the amount of borrowings outstanding. We currently pay interest on ABL borrowings at a floating rate based upon LIBOR plus 1.25% . The amount that may be borrowed under the ABL was increased to $165.0 million as of September 21, 2018 . On October 22, 2019 , our ABL credit facility was amended and restated to increase the commitments thereunder to $192.5 million , which includes a $19.25 million letter of credit facility, and to extend the maturity to October 22, 2024 (subject to certain factors which may accelerate the maturity date). In addition to JPMorgan Chase, BMO Harris Bank N.A. and Goldman Sachs Bank USA are also committing lenders under the ABL credit facility. Under the Term Loan, we can elect to base the interest rate on various rates plus specific spreads. The interest rate as of August 31, 2019 was based on LIBOR plus 2.32% . The Term Loan agreement currently requires quarterly payments in the amount of $2.8 million until December 31, 2019 at which time the quarterly payments change to $3.8 million , with all amounts then outstanding due on November 8, 2023. We have made voluntary prepayments that have extended the opportunity to defer quarterly payments, at our option, until December 31, 2019. There are mandatory prepayments for proceeds of new debt other than debt permitted under the Term Loan, sale of significant assets or subsidiaries, and excess cash flow as such terms are defined in the Term Loan. Incremental term loans of up to $125.0 million are available if certain financial ratios and other conditions are met. We amortize debt issuance costs on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Term Loan, a proportional amount of the unamortized issuance costs is expensed. During Fiscal 2018 as part of our amended Credit Agreement, we incurred $1.1 million of costs related to our ABL that are being amortized over the five -year term of the agreement and $10.5 million of costs related to our Term Loan that are being amortized over the seven -year term of the agreement. Unamortized debt issuance costs of $0.6 million related to the voluntary prepayment on the Term Loan were expensed in Fiscal 2018 . The Credit Agreement contains certain financial covenants. As of August 31, 2019 , we were in compliance with all financial covenants of the Credit Agreement. The components of long-term debt are as follows: (in thousands) August 31, 2019 August 25, 2018 ABL $ — $ 38,532 Term Loan 260,000 260,000 Long-term debt, excluding debt issuance costs 260,000 298,532 Debt issuance cost, net (5,706 ) (7,091 ) Long-term debt 254,294 291,441 Less current maturities 8,892 — Long-term debt, less current maturities $ 245,402 $ 291,441 As of August 31, 2019 , the fair value of long-term debt, excluding debt issuance costs, was $255.8 million . As of August 25, 2018 , the fair value of long-term debt, excluding debt issuance costs, approximated the carrying value. Aggregate contractual maturities of debt in future fiscal years, are as follows: (in thousands) Amount Fiscal 2020 $ 10,250 Fiscal 2021 15,000 Fiscal 2022 15,000 Fiscal 2023 15,000 Fiscal 2024 $ 204,750 Total Term Loan $ 260,000 |
Employee and Retiree Benefits
Employee and Retiree Benefits | 12 Months Ended |
Aug. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Deferred compensation benefits are as follows: (in thousands) August 31, 2019 August 25, 2018 Non-qualified deferred compensation $ 13,093 $ 14,831 Supplemental executive retirement plan 2,072 2,309 Executive share option plan 12 935 Executive deferred compensation plan 621 421 Officer stock-based compensation — 1,528 Total deferred compensation benefits 15,798 20,024 Less current portion (1) 2,920 4,742 Deferred compensation benefits, net of current portion $ 12,878 $ 15,282 (1) Included in accrued compensation in the consolidated balance sheets. Postretirement Health Care Benefits Historically, we provided certain health care and other benefits for retired employees hired before April 1, 2001, who had fulfilled eligibility requirements at age 55 with 15 years of continuous service. During the first quarter of Fiscal 2017 , we announced the termination of the remaining postretirement health care benefits to all participants. As of January 1, 2017, postretirement health care benefits were discontinued. Net periodic postretirement benefit income consisted of the following components: (in thousands) 2017 Interest cost $ 29 Service cost 16 Amortization of prior service benefit (40,444 ) Amortization of net actuarial loss 15,648 Net periodic postretirement benefit income $ (24,751 ) For accounting purposes, we recognized net periodic postretirement income as presented in the previous table, due to the amortization of prior service benefit associated with the establishment of caps on the employer portion of benefits in Fiscal 2005 and the plan amendments. Deferred Compensation Benefits Non-Qualified Deferred Compensation We have a Non-Qualified Deferred Compensation Program which permitted key employees to annually elect to defer a portion of their compensation until their retirement. The plan has been closed to any additional deferrals since January 2001. The retirement benefit to be provided is based upon the amount of compensation deferred and the age of the individual at the time of the contracted deferral. An individual generally vests at age 55 and 5 years of participation under the plan. For deferrals prior to December 1992, vesting occurs at the later of age 55 and 5 years of service from first deferral or 20 years of service. Deferred compensation expense was $0.9 million , $1.1 million , and $1.2 million in Fiscal 2019 , 2018 , and 2017 , respectively. Supplemental Executive Retirement Plan ("SERP") The primary purpose of this plan was to provide our officers and managers with supplemental retirement income for a period of 15 years after retirement. We have not offered this plan on a continuing basis to members of management since 1998. The plan was funded with individual whole life insurance policies (split dollar program) owned by the named insured officer or manager. We initially paid the life insurance premiums on the life of the individual, and the individual would receive life insurance and supplemental cash payments during the 15 years following retirement. In October 2008, the plan was amended as a result of changes in the tax and accounting regulations and rising administrative costs. Under the redesigned SERP, the underlying life insurance policies previously owned by the insured individual became company-owned life insurance ("COLI") by a release of all interests by the participant and assignment to us as a prerequisite to participate in the SERP and transition from the Split Dollar Program. This program remains closed to new employee participation. To assist in funding the deferred compensation and SERP liabilities, we have invested in COLI policies. The cash surrender value of these policies is presented in investment in life insurance in the accompanying balance sheets and consists of the following: (in thousands) August 31, 2019 August 25, 2018 Cash value $ 61,836 $ 63,574 Borrowings (34,990 ) (35,277 ) Investment in life insurance $ 26,846 $ 28,297 Executive Deferred Compensation Plan In December 2006, we adopted the Winnebago Industries, Inc. Executive Deferred Compensation Plan (the "Executive Deferred Compensation Plan"). Under the Executive Deferred Compensation Plan, corporate officers and certain key employees may annually choose to defer up to 50% of their salary and up to 100% of their cash incentive awards. The assets are presented as other assets in the accompanying balance sheets. Such assets on August 31, 2019 and August 25, 2018 were $0.6 million and $0.4 million , respectively. Profit Sharing Plan We have a qualified profit sharing and contributory 401(k) plan for eligible employees. The plan provides matching contributions made by us and discretionary contributions as approved by our Board of Directors. Matching contributions to the plan for Fiscal 2019 , 2018 , and 2017 were $2.9 million , $2.3 million , and $1.6 million , respectively. No discretionary contributions were approved for the years presented. |
Contingent Liabilites and Commi
Contingent Liabilites and Commitments | 12 Months Ended |
Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Contingent Liabilities and Commitments Repurchase Commitments Generally, manufacturers in our industries 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. Our repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months , provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of RVs or boats to repurchase current inventory if a dealership exits the business. Our total contingent liability on all repurchase agreements was approximately $874.9 million and $879.0 million at August 31, 2019 and August 25, 2018 , respectively. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, we establish an associated loss reserve which is included in accrued expenses-other on the consolidated balance sheets. Our accrued losses on repurchases were $0.9 million and $0.9 million as of August 31, 2019 and August 25, 2018 , respectively. Repurchase risk is affected by the credit worthiness of our dealer network and we do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments. A summary of the activity for the fiscal years stated for repurchased units is as follows: ($ in thousands) 2019 2018 2017 Inventory repurchased: Units 125 56 14 Dollars $ 5,535 $ 1,716 $ 408 Inventory resold: Units 109 56 15 Cash collected $ 4,634 $ 1,585 $ 393 Loss recognized $ 556 $ 132 $ 44 Units in ending inventory 16 — — Litigation We are involved in various legal proceedings which are ordinary and routine litigation incidental to our business, some of which are covered in whole or in part by insurance. While we believe the ultimate disposition of litigation will not have a material adverse effect on our financial position, results of operations or liquidity, there exists the possibility that such litigation may have an impact on our results for a particular reporting period in which litigation effects become probable and reasonably estimable. Though we do not believe there is a reasonable likelihood that there will be a material change related to these matters, litigation is subject to inherent uncertainties and management’s view of these matters may change in the future. Lease Commitments Donald Clark, one of our executive officers, has a 20% ownership interest in Three Oaks, LLC, an entity which owns the land and buildings that Grand Design leases in order to operate its business. Upon joining our company, Mr. Clark agreed that as long as he is an employee of Grand Design, he has relinquished his voting rights in Three Oaks, LLC while retaining all other economic rights in Three Oaks, LLC. We have operating leases for certain land, buildings, and equipment. Lease expense was $6.2 million , $4.4 million , and $2.9 million for Fiscal 2019 , 2018 , and 2017 , respectively. Our future lease commitments for future fiscal years included the following related party and non-related party leases: Operating Leases (In thousands) Related Party Amount Non-Related Party Amount Total Fiscal 2020 $ 2,864 $ 1,236 $ 4,100 Fiscal 2021 2,863 1,068 3,931 Fiscal 2022 2,863 759 3,622 Fiscal 2023 3,597 530 4,127 Fiscal 2024 3,963 361 4,324 Thereafter 25,064 1,359 26,423 Total future lease commitments $ 41,214 $ 5,313 $ 46,527 |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Aug. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Revenue Recognition The following table disaggregates revenue by reportable segment and product category: (in thousands) 2019 2018 Net Revenues Towable: Fifth Wheel $ 688,932 $ 629,906 Travel Trailer 489,956 484,416 Other (1) 18,439 13,401 Total Towable 1,197,327 1,127,723 Motorhome: Class A 178,750 318,197 Class B 255,000 168,495 Class C 246,417 346,876 Other (1) 26,760 27,107 Total Motorhome 706,927 860,675 Corporate / All Other: Other (2) 81,420 28,431 Total Corporate / All Other 81,420 28,431 Consolidated $ 1,985,674 $ 2,016,829 (1) Relates to parts, accessories, and services. (2) Relates to marine and specialty vehicle units, parts, accessories, and services. We generate all of our operating revenue from contracts with customers. Our primary source of revenue is generated through the sale of manufactured motorized units, non-motorized towable units, and marine units to our independent dealer network (our customers). We also generate income through the sale of certain parts and services, acting as the principal in these arrangements. We apply the new revenue standard requirements to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Our transaction price consideration is fixed, unless otherwise disclosed below as variable consideration. We made an accounting policy election so that our revenue excludes sales and usage-based taxes collected. Unit revenue Unit revenue is recognized at a point-in-time when control passes, which generally occurs when the unit is shipped to or picked-up from our manufacturing facilities by the customer, which is consistent with our past practice. Our payment terms are typically before or on delivery, and do not include a significant financing component. The amount of consideration received and recorded to revenue varies with changes in marketing incentives and offers to our customers. These marketing incentives and offers to our customers are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Our contracts include some incidental items that are immaterial in the context of the contract. We have made an accounting policy election to not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. We have made an accounting policy to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Contract costs incurred related to the sale of manufactured units are expensed at the point-in-time when the related revenue is recognized. We do not have material contract assets or liabilities. We establish allowances for uncollectible receivables based on historical collection trends and write-off history. Concentration of Risk None of our dealer organizations accounted for more than 10% of our Net revenues for Fiscal 2019 , 2018 , and 2017 . |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Aug. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans On December 11, 2018, our shareholders approved the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan ("2019 Plan") as detailed in our Proxy Statement for the 2018 Annual Meeting of Shareholders. The 2019 Plan allows us to grant or issue non-qualified stock options, incentive stock options, share awards, and other equity compensation to key employees and to non-employee directors. The 2019 Plan replaces our 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "2014 Plan"). The number of shares of our Common Stock that may be the subject of awards and issued under the 2019 Plan is 4.1 million , plus the shares subject to any awards outstanding under the 2014 Plan and our 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. Our outstanding options have a 10-year term. Options issued to employees generally vest over a three-year period in equal annual installments on the annual anniversary dates following the grant date. Share awards generally vest based either upon continued employment ("time-based") or upon attainment of specified goals. Outstanding share awards that are not time-based vest at the end of a three-year incentive period based upon the achievement of company performance goals ("performance-based"). Generally, time-based share awards vest over a three-year period in equal annual installments on the annual anniversary dates following the grant date. Time-based share awards to directors vest one year from the grant date. Beginning with our annual grant of restricted stock units in October 2018, we attach dividend equivalents to our restricted stock units equal to dividends payable on the same number of shares of our common stock during the applicable period. Dividend equivalents, settled in cash, accrue on restricted stock unit awards during the vesting period. No dividend equivalents are paid on any restricted stock units that are forfeited prior to the vesting date. Our Employee Stock Purchase Plan ("ESPP") permits employees to purchase our common stock at a 15% discount from the market price at the end of semi-annual purchase periods and is compensatory. Employees are required to hold the common stock purchased for one -year. In Fiscal 2019 and 2018 , 30,956 shares and 2,760 shares, respectively were purchased through the ESPP. Plan participants had accumulated $0.2 million and $0.1 million as of August 31, 2019 and August 25, 2018 , respectively, to purchase our common stock pursuant to this plan. Compensation expense associated with share-based awards is recognized on a straight-line basis over the required service period and forfeitures are recorded when it occurs. Total stock-based compensation expense for the past three fiscal years consisted of the following components: (in thousands) 2019 2018 2017 Share awards: Time-based $ 4,986 $ 4,152 $ 2,606 Performance-based 716 2,525 69 Stock options 925 502 164 Other (1) 431 255 138 Total stock-based compensation expense $ 7,058 $ 7,434 $ 2,977 (1) Includes stock-based compensation expense related to Board of Directors stock award expense and ESPP expense. Directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units and is more fully described in the Proxy Statement. Share Awards - Time-Based The fair value of time-based share awards is determined based on the closing market price of our stock on the date of grant. A summary of the status of our nonvested time-based share awards at August 31, 2019 , and changes during Fiscal 2019 , were as follows: Shares Weighted Average Fair Value Outstanding at August 25, 2018 285,191 $ 34.08 Granted 152,152 $ 31.70 Vested (213,379 ) $ 32.88 Forfeited/canceled (8,458 ) $ 38.58 Outstanding at August 31, 2019 215,506 $ 33.40 As of August 31, 2019 , there was $3.3 million of unrecognized compensation expense related to nonvested time-based share awards that we expect to be recognized over a weighted average period of 0.8 years. The total fair value of awards vested during Fiscal 2019 , 2018 , and 2017 was $6.6 million , $7.1 million , and $4.9 million , respectively. On October 9, 2019 , the Board of Directors granted 81,872 restricted stock units under the 2019 Plan valued at $3.1 million to our key management group. The value of the restricted stock units, which is based on the closing price of our common stock on the date of grant, was $37.33 . Estimated non-cash stock compensation expense based on this grant is expected to be approximately $1.5 million for Fiscal 2020 . Share Awards - Performance-Based The fair value of performance-based share awards is determined based on the closing market price of our stock on the date of grant. A summary of the status of our nonvested performance-based share awards at August 31, 2019 , and changes during Fiscal 2019 , were as follows: Shares Weighted Average Fair Value Outstanding at August 25, 2018 127,226 $ 35.08 Granted 80,207 $ 31.70 Vested — $ — Forfeited/canceled — $ — Outstanding at August 31, 2019 207,433 $ 33.77 As of August 31, 2019 , there was $2.5 million of unrecognized compensation expense related to nonvested performance-based share awards that we expect to be recognized over a weighted average period of 1.1 years. No performance-based share awards vested during Fiscal 2019, 2018, or 2017. Stock Options A summary of stock option activity for Fiscal 2019 is as follows: Stock Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at August 25, 2018 138,510 $ 36.68 Granted 114,635 $ 31.70 Exercised — $ — Forfeited/canceled — $ — Outstanding at August 31, 2019 253,145 $ 34.43 8.3 $ 350.4 Vested and expected to vest at August 31, 2019 253,145 $ 34.43 8.3 $ 350.4 Exercisable at August 31, 2019 71,426 $ 33.13 7.4 $ 260.3 As of August 31, 2019 , there was $1.3 million of unrecognized compensation expense related to option awards that is expected to be recognized over a weighted average period of 0.9 years. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions (1) 2019 2018 2017 Expected dividend yield 1.3 % 0.9 % 1.4 % Risk-free interest rate (2) 3.0 % 2.0 % 1.5 % Expected life of stock options (in years) (3) 5 5 5 Expected stock price volatility (4) 39.1 % 38.1 % 39.3 % Weighted average fair value of options granted $ 11.09 $ 14.78 $ 9.58 (1) Forfeitures are recorded when they occur. (2) Based on U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of our stock options. (3) Estimated based on historical experience. (4) Based on historical experience over a term consistent with the expected life of the stock options. |
Restructuring (Notes)
Restructuring (Notes) | 12 Months Ended |
Aug. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring On February 4, 2019, we announced our intent to move our diesel production from Junction City, OR to Forest City, IA to enable more effective product development and improve our cost structure. The following table details the restructuring charges incurred: Motorhome (in thousands) 2019 Cost of goods sold $ 1,724 Selling, general, and administrative expenses 219 Restructuring expense $ 1,943 These expenses include employee-related costs and accelerated depreciation for assets that will no longer be used. Employee-related costs were primarily paid in Fiscal 2019 . We expect additional expenses of up to $1.0 million in Fiscal 2020, primarily related to facility closure costs. We expect these expenses to be fully offset by the corresponding savings generated by the project. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense consisted of the following: (in thousands) 2019 2018 2017 Current Federal $ 16,433 $ 28,874 $ 33,125 State 3,138 5,215 2,937 Total 19,571 34,089 36,062 Deferred Federal 6,395 5,123 926 State 1,145 1,071 281 Total 7,540 6,194 1,207 Provision for income taxes $ 27,111 $ 40,283 $ 37,269 The following table provides a reconciliation of the U.S. statutory income tax rate to our effective income tax rate: 2019 2018 2017 U.S. federal statutory rate (1) 21.0 % 25.9 % 35.0 % State taxes, net of federal benefit 2.9 % 3.0 % 2.8 % Impact from Tax Act — % 2.6 % — % Domestic production activities deduction — % (2.2 )% (2.4 )% Income tax credits (4.5 )% (0.5 )% (0.6 )% Tax-free and dividend income (0.5 )% (0.4 )% (0.7 )% Uncertain tax position settlements and adjustments 0.9 % 0.1 % (0.6 )% Other items (0.3 )% (0.3 )% 0.8 % Effective tax provision rate 19.5 % 28.2 % 34.3 % (1) The U.S. federal statutory rate for Fiscal 2018 is a blended rate, which includes the impact of the Tax Act enactment. Our effective tax rate decreased to 19.5% for Fiscal 2019 from 28.2% for Fiscal 2018 due to the enactment of the 2017 Tax Cuts and Jobs Act ("Tax Act") on December 22, 2017 and net favorable discrete items, primarily attributable to R&D-related tax credits, which totaled $3.6 million or 2.6%. ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , provided guidance for companies that allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts under ASC 740, Income Taxes . In accordance with this guidance, a company must reflect the income tax effect of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, the company must record a provisional estimate in the financial statements. In accordance with ASC 740, we recorded non-cash provisional estimates of $3.6 million to income tax expense in Fiscal 2018 as a result of revaluing all deferred tax assets and liabilities at the newly enacted Federal corporate income tax rate. We made no measurement period adjustments related to these items during Fiscal 2019 and are complete in analyzing and recording all aspects of the enactment of the Tax Act. The tax effects of temporary differences that give rise to deferred income taxes were as follows: (in thousands) August 31, 2019 August 25, 2018 Warranty reserves $ 10,949 $ 9,842 Deferred compensation 3,989 4,730 Self-insurance reserve 2,617 2,601 Stock-based compensation 2,558 1,277 Accrued vacation 1,227 1,298 Unrecognized tax benefit 444 584 Inventory — 615 Other (1) 3,337 1,797 Total deferred tax assets 25,121 22,744 Intangibles 28,055 21,292 Depreciation 8,192 5,909 Inventory 906 — Total deferred tax liabilities 37,153 27,201 Total deferred income tax liabilities, net $ 12,032 $ 4,457 (1) At August 31, 2019 , other includes $0.6 million and $0.4 million related to federal and state net operating losses, respectively. At August 25, 2018 , other includes $1.4 million and $0.1 million related to federal and state net operating losses, respectively. These net operating losses do not expire. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized. Changes in the unrecognized tax benefits are as follows: (in thousands) 2019 2018 2017 Balance at beginning of year $ 1,220 $ 1,195 $ 1,710 Gross increases (decreases)-tax positions in a prior year 1,173 25 (536 ) Gross increases-current year tax positions 429 — 21 Balance at end of year 2,822 1,220 1,195 Accrued interest and penalties 769 525 411 Total unrecognized tax benefits $ 3,591 $ 1,745 $ 1,606 The amount of unrecognized tax benefits is not expected to change materially within the next 12 months. If the remaining uncertain tax positions are ultimately resolved favorably, $2.8 million of unrecognized tax benefits would have a positive impact on our effective tax rate. It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. We file a U.S. Federal tax return, as well as returns in various international and state jurisdictions. Although certain years are no longer subject to examination by the Internal Revenue Service ("IRS") and various state taxing authorities, net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities. As of August 31, 2019 , our federal returns from Fiscal 2016 to present are subject to review by the IRS. With limited exception, state returns from Fiscal 2015 to present continue to be subject to review by state taxing jurisdictions. Several years may lapse before an uncertain tax position is audited and finally resolved and it is difficult to predict the outcome of such audits. |
Income Per Share
Income Per Share | 12 Months Ended |
Aug. 31, 2019 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income per Share The following table reflects the calculation of basic and diluted income per share: (in thousands, except per share data) 2019 2018 2017 Numerator Net income $ 111,798 $ 102,357 $ 71,330 Denominator Weighted average common shares outstanding 31,536 31,596 30,648 Dilutive impact of stock compensation awards 185 218 118 Weighted average common shares outstanding, assuming dilution 31,721 31,814 30,766 Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution 189 62 56 Basic income per common share $ 3.55 $ 3.24 $ 2.33 Diluted income per common share $ 3.52 $ 3.22 $ 2.32 Anti-dilutive securities were not included in the computation of diluted income per share, because they are considered anti-dilutive under the treasury stock method. |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Comprehensive Income | Accumulated Other Comprehensive Income (Loss) Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: 2019 2018 (in thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of year $ (591 ) $ 1,483 $ 892 $ (509 ) $ (514 ) $ (1,023 ) OCI before reclassifications — (1,415 ) (1,415 ) — 1,947 1,947 Amounts reclassified from AOCI 32 — 32 27 — 27 Net current-year OCI 32 (1,415 ) (1,383 ) 27 1,947 1,974 Reclassification to retained earnings — — — (109 ) 50 (59 ) Balance at end of year $ (559 ) $ 68 $ (491 ) $ (591 ) $ 1,483 $ 892 Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: (In thousands) Location on Consolidated Statements of Income and Comprehensive Income 2019 2018 2017 Amortization of prior service credit SG&A $ — $ — $ (25,035 ) Amortization of net actuarial loss SG&A 32 27 9,705 Total reclassifications $ 32 $ 27 $ (15,330 ) |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Aug. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | Interim Financial Information (Unaudited) The following tables show selected operating results for each 3-month quarter of Fiscal 2019 and 2018 (unaudited): Fiscal 2019 Quarter Ended (In thousands, except per share data) November 24, February 23, May 25, August 31, 2019 (1) Net revenues $ 493,648 $ 432,690 $ 528,940 $ 530,396 Gross profit 70,996 66,429 86,584 83,188 Operating income 32,625 28,903 48,974 44,765 Net income 22,161 21,598 36,171 31,868 Net income per share (basic) 0.70 0.68 1.15 1.01 Net income per share (diluted) 0.70 0.68 1.14 1.01 Fiscal 2018 Quarter Ended (In thousands, except per share data) November 25, February 24, May 26, August 25, Net revenues $ 450,021 $ 468,359 $ 562,261 $ 536,188 Gross profit 62,831 67,661 85,514 83,830 Operating income 31,176 35,251 48,277 45,688 Net income 17,958 22,088 32,521 29,790 Net income per share (basic) 0.57 0.70 1.03 0.94 Net income per share (diluted) 0.57 0.69 1.02 0.94 (1) During the quarter ended August 31, 2019 , we recorded a $10.8 million reduction of WIP inventory and increase to Cost of goods sold for the cumulative correction of an immaterial error related to prior periods. The error was not material to our Consolidated Financial Statements for any quarterly or annual period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Reporting Segment [Policy Text Block] | Reportable Segments We have two reportable segments: (1) Towable and (2) Motorhome. The Towable segment includes all products which are not motorized and are generally towed by another vehicle. The Motorhome segment includes products that include a motorized chassis as well as other related manufactured products. Certain corporate administration expenses and non-operating income and expense are recorded in a Corporate / All Other category. See Note 3 , Business Segments . |
Principles of Consolidation [Policy Text Block] | Principles of Consolidation The consolidated financial statements for Fiscal 2019 include the parent company and our wholly-owned subsidiaries. All intercompany balances and transactions with our subsidiaries have been eliminated. |
Fiscal Period [Policy Text Block] | Fiscal Period We follow a 52-/53-week fiscal year, ending the last Saturday in August. Fiscal 2019 is a 53 -week year, while Fiscal 2018 and 2017 were 52 -week years. The extra (53rd) week in Fiscal 2019 was recognized in our fourth quarter. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates. |
Cash and Cash Equivalents [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments with an original maturity of three months or less. The carrying amount approximates fair value due to the short maturity of the investments. |
Derivatives Instruments and Hedging Activities [Policy Text Block] | Derivative Instruments and Hedging Activities We use derivative instruments to hedge our floating interest rate exposure. Derivative instruments are accounted for at fair value in accordance with Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. We have designated these derivatives as cash flow hedges for accounting purposes. Changes in fair value, for the effective portion of qualifying hedges, are recorded in other comprehensive income. We review the effectiveness of our hedging instruments on a quarterly basis, recognize current year hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. Refer to Note 4 , Derivatives, Investments, and Fair Value Measurements , for additional information. |
Allowance for Doubtful Accounts [Policy Text Block] | Receivables Receivables consist principally of amounts due from our dealer network for RVs and boats sold. We establish allowances for doubtful accounts based on historical loss experience and any specific customer collection issues identified. Additional amounts are provided through charges to income as we believe necessary after evaluation of receivables and current economic conditions. Amounts which are considered to be uncollectible are written off, and recoveries of amounts previously written off are credited to the allowance upon recovery. |
Inventories [Policy Text Block] | Inventories Generally, inventories are stated at the lower of cost or market, valued using the First-in, First-out basis ("FIFO"), except for our Motorhome segment which is valued using the Last-in, First-out ("LIFO") basis. Manufacturing cost includes materials, labor, and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. |
Property and Equipment [Policy Text Block] | Property and Equipment Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 8-45 years Machinery and equipment 1-15 years Software 1-10 years Transportation equipment 1-7 years |
Goodwill and Indefinite-Lived Intangible Asset [Policy Text Block] | Goodwill and Indefinite-Lived Intangible Assets Goodwill Goodwill is tested annually in the fourth quarter of each year and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amounts may be impaired. Impairment testing for goodwill is done at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as our operating segments as defined in Note 3 , Business Segments . Companies have the option to first assess qualitative factors to determine whether the fair value of a reporting unit is “more likely than not” less than its carrying amount. If it is more likely than not that an impairment has occurred, companies then perform the quantitative goodwill impairment test. If we perform the quantitative test, we compare the carrying value of the reporting unit to an estimate of the reporting unit’s fair value to identify impairment. The estimate of the reporting unit’s fair value is determined by weighting a discounted cash flow model and a market-related model using current industry information that involve significant unobservable inputs (Level 3 inputs). In determining the estimated future cash flow, we consider and apply certain estimates and judgments, including current and projected future levels of income based on management’s plans, business trends, prospects, market and economic conditions, and market-participant considerations. If we fail the quantitative assessment of goodwill impairment, we will recognize an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value. Trade names We have indefinite-lived intangible assets for trade names related to Grand Design within our Towable segment and to Chris-Craft within our Corporate / All Other category. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If we perform a quantitative test, we use the relief from royalty method to determine the fair value of the trade name. This method uses assumptions, which require significant judgment and actual results may differ from assumed and estimated amounts. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value. During the fourth quarter of Fiscal 2019 , we completed our annual impairment tests. We elected not to rely on the qualitative assessment as of the testing date and rather performed the quantitative analysis. The result of the test was that the fair value exceeded the carrying value, and no impairment was indicated. |
Other Intangible and Long-Lived Assets [Policy Text Block] | Definite-Lived Intangible Assets and Long-Lived Assets Long-lived assets, which include property, plant and equipment, and definite-lived intangible assets, primarily the dealer network, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable from future cash flows. The impairment test involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value and is recognized in the statement of income in the period that the impairment occurs. The reasonableness of the useful lives of this asset and other long-lived assets is regularly evaluated. There was no impairment loss for the year ended August 31, 2019 for definite-lived intangible assets or long-lived assets. |
Self-Insurance [Policy Text Block] | Self-Insurance Generally, we self-insure for a portion of product liability claims, workers' compensation, and health insurance. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We use third party administrators and actuaries using historical claims experience and various state statutes to assist in the determination of our accrued liability balance. We have a $50.0 million insurance policy that includes a self-insured retention for product liability of $1.0 million per occurrence and $2.0 million in aggregate per policy year. Our self-insured health insurance policy includes an individual retention of $0.2 million per occurrence and an aggregate retention of 125% of expected annual claims. We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for product liability, health insurance, and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Balances are included within Accrued expenses: Self-insurance on our Consolidated Balance Sheets . |
Income Taxes [Policy Text Block] | Income Taxes In preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within our balance sheet. We then assess the likelihood that our deferred tax assets will be realized based on future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we include an expense or a benefit within the tax provision in our Consolidated Statements of Income and Comprehensive Income . |
Legal [Policy Text Block] | Legal Litigation expense, including estimated defense costs, is recorded when probable and reasonably estimable. |
Revenue Recognition [Policy Text Block] | Revenue Recognition Our primary source of revenue is generated through the sale of non-motorized towable units, motorized units, and marine units to our independent dealer network (our customers). Unit revenue is recognized at a point-in-time when the performance obligation is satisfied, which generally occurs when the unit is shipped to or picked-up from our manufacturing facilities by the customer. Our payment terms are typically before or on delivery, and do not include a significant financing component. The amount of consideration received and recorded to revenue varies with changes in marketing incentives and offers to our customers. These marketing incentives and offers to our customers are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Refer to Note 12 , Revenue Recognition , for additional information. |
Advertising [Policy Text Block] | Advertising Advertising costs, which consist primarily of literature and trade shows, were $8.3 million , $7.4 million , and $5.7 million in Fiscal 2019 , 2018 , and 2017 , respectively. Advertising costs are included in Selling, general, and administrative expenses and are expensed as incurred. |
Subsequent Events [Policy Text Block] | Subsequent Events We evaluated events occurring between the end of our most recent fiscal year and the date the financial statements were issued. There were no material subsequent events, except as noted in Note 9 , Long-Term Debt , and Note 13 , Stock-Based Compensation Plans , and the items described below. Dividend On August 14, 2019 , our Board of Directors declared a quarterly cash dividend of $0.11 per share, totaling $3.5 million , paid on September 25, 2019 to common stockholders of record at the close of business on September 11, 2019 . Acquisition On September 15, 2019, we entered into a definitive agreement to acquire Newmar Corporation ("Newmar") for total consideration of approximately $344.0 million , based on the closing price of our stock on September 13, 2019. The consideration will consist of approximately $270.0 million in cash and a fixed amount of 2.0 million shares of our stock. Newmar is a leading manufacturer of Class A and Super C motorized recreational vehicles that sells through an established network of independent authorized dealers throughout North America. The Purchase Agreement also provides that we may terminate the Purchase Agreement if our stock price falls below $20.00 per share, in which case we will be subject to a termination fee of $5.0 million . The acquisition is not subject to approval by our shareholders. In connection with the execution of the Purchase Agreement, we executed a commitment letter with Goldman Sachs Bank USA, Bank of Montreal, and BMO Capital Markets Corp. (the “Commitment Letter”). As set forth in the Commitment Letter, (a) we intend to obtain up to $290.0 million in gross cash proceeds from the issuance of senior secured notes (the “Senior Notes”) and (b) if we do not, or are unable to, issue the full amount of the Senior Notes at or prior to the time of the closing of the acquisition, we plan to obtain a senior secured bridge facility in an amount up to $290.0 million minus any gross cash proceeds received by us from the issuance of any Senior Notes or other securities. |
New Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements In the first quarter of Fiscal 2019 , we adopted Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive five-step model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We elected the modified retrospective method of adoption, which we applied to contracts not completed as of the initial date of adoption. Application of the transition requirements had no material impact on operations or beginning retained earnings. While certain control processes and procedures were updated for this adoption, the changes did not have a material impact on our internal control over financial reporting framework. Also, in the first quarter of Fiscal 2019 , we retrospectively adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. The adoption of this standard did not materially impact our statements of cash flows, and no cash flow reclassifications were required for the prior years. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. We plan to adopt the standard as of September 1, 2019 , the beginning of Fiscal 2020 . We will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carryforward the historical lease classification. In addition, we are electing the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We will make an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will recognize these lease payments in the Consolidated Statement of Income on a straight-line basis over the lease term. We estimate adoption of the standard will result in recognition of additional net lease assets and lease liabilities of approximately $34.0 million as of September 1, 2019 . We do not believe the standard will materially impact our consolidated net earnings or our cash flows. As part of our adoption, we have also modified our control procedures and processes. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018 (our Fiscal 2020 ), including interim periods within those annual reporting periods. Early adoption is permitted. We expect to adopt the new guidance in the first quarter of Fiscal 2020 , and we do not expect a material impact to our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and has since issued additional amendments. ASU 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The standard is effective for annual reporting periods beginning after December 15, 2019 (our Fiscal 2021), including interim periods within those annual reporting periods. We expect to adopt the new guidance in the first quarter of Fiscal 2021, and we do not expect a material impact to our consolidated financial statements. |
Fair Value Disclosures of Financial Instruments [Policy Text Block] | Assets and Liabilities that are Measured at Fair Value on a Recurring Basis We account for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement, and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows: Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 - Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets in nonactive markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
Debt Issuance Costs [Policy Text Block] | We amortize debt issuance costs on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Term Loan, a proportional amount of the unamortized issuance costs is expensed. During Fiscal 2018 as part of our amended Credit Agreement, we incurred $1.1 million of costs related to our ABL that are being amortized over the five -year term of the agreement and $10.5 million of costs related to our Term Loan that are being amortized over the seven -year term of the agreement. Unamortized debt issuance costs of $0.6 million related to the voluntary prepayment on the Term Loan were expensed in Fiscal 2018 . |
Repurchase Commitments [Policy Text Block] | Repurchase Commitments Generally, manufacturers in our industries 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. Our repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months , provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of RVs or boats to repurchase current inventory if a dealership exits the business. Our total contingent liability on all repurchase agreements was approximately $874.9 million and $879.0 million at August 31, 2019 and August 25, 2018 , respectively. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, we establish an associated loss reserve which is included in accrued expenses-other on the consolidated balance sheets. Our accrued losses on repurchases were $0.9 million and $0.9 million as of August 31, 2019 and August 25, 2018 , respectively. Repurchase risk is affected by the credit worthiness of our dealer network and we do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 8-45 years Machinery and equipment 1-15 years Software 1-10 years Transportation equipment 1-7 years Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: (in thousands) August 31, 2019 August 25, 2018 Land $ 6,799 $ 6,747 Buildings and building improvements 119,638 94,622 Machinery and equipment 107,701 105,663 Software 29,169 23,388 Transportation 3,865 8,837 Property, plant, and equipment, gross 267,172 239,257 Less accumulated depreciation 139,600 138,064 Property, plant, and equipment, net $ 127,572 $ 101,193 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | On November 8, 2016 , we acquired 100% of the ownership interests of Grand Design RV, LLC ("Grand Design") in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million , which was paid in cash and Winnebago common stock shares as follows: (in thousands, except shares) November 8, 2016 Cash $ 396,442 Winnebago shares: 4,586,555 at $27.05 per share 124,066 Total $ 520,508 |
Business Acquisition, Results included in Consolidation [Table Text Block] | The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during Fiscal 2019 , 2018 , and 2017 following the November 8, 2016 closing date: (in thousands) 2019 2018 2017 Net revenues $ 1,069,862 $ 969,362 $ 559,664 Operating income 145,900 129,123 54,188 |
Business Acquisition, Pro Forma Information [Table Text Block] | Unaudited pro forma information is as follows: (in thousands, except per share data) 2017 (1) Net revenues $ 1,642,786 Net income 91,163 Income per share - basic 2.89 Income per share - diluted 2.88 (1) Net income and income per share include the increased benefit of $16.3 million, net of tax, associated with the termination of the postretirement health care plan in Fiscal 2017. |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block] | The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Grand Design had been completed on August 30, 2015: (in thousands) 2017 Amortization of intangibles (1 year or less useful life) (1) $ (18,751 ) Increase in amortization of intangibles (1) 1,551 Expenses related to business combination (transaction costs) (2) (6,649 ) Interest to reflect new debt structure (3) 3,672 Taxes related to the adjustments to the pro forma data and to the income of Grand Design 11,648 (1) Refer to Note 7 , Goodwill and Intangible Assets , for additional information on the intangible assets recorded as a result of the acquisition. (2) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to the acquisition. (3) Refer to Note 9 , Long-Term Debt , for additional information on the new debt structure as a result of the acquisition. |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table shows information by reportable segment: (in thousands) 2019 2018 2017 Net Revenues Towable $ 1,197,327 $ 1,127,723 $ 685,197 Motorhome 706,927 860,675 853,360 Corporate / All Other 81,420 28,431 8,562 Consolidated $ 1,985,674 $ 2,016,829 $ 1,547,119 Adjusted EBITDA Towable $ 163,677 $ 157,010 $ 89,734 Motorhome 27,455 35,508 56,518 Corporate / All Other (11,480 ) (10,772 ) (7,375 ) Consolidated $ 179,652 $ 181,746 $ 138,877 Capital expenditures Towable $ 27,679 $ 18,460 $ 4,406 Motorhome 9,969 9,302 9,563 Corporate / All Other 3,210 906 24 Consolidated $ 40,858 $ 28,668 $ 13,993 (in thousands) August 31, 2019 August 25, 2018 Total Assets Towable $ 628,994 $ 626,588 Motorhome 332,157 322,048 Corporate / All Other 143,080 103,169 Consolidated $ 1,104,231 $ 1,051,805 The following table reconciles net income to consolidated Adjusted EBITDA: (in thousands) 2019 2018 2017 Net income $ 111,798 $ 102,357 $ 71,330 Interest expense 17,939 18,246 16,837 Provision for income taxes 27,111 40,283 37,269 Depreciation 13,682 9,849 7,315 Amortization of intangible assets 9,635 9,328 24,660 EBITDA 180,165 180,063 157,411 Postretirement health care benefit income — — (24,796 ) Restructuring (1) 1,068 — — Acquisition-related costs — 2,177 6,592 Non-operating income (1,581 ) (494 ) (330 ) Adjusted EBITDA $ 179,652 $ 181,746 $ 138,877 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | The following table reconciles net revenues by geographic area: (in thousands) 2019 2018 2017 United States $ 1,836,472 $ 1,860,613 $ 1,445,401 International 149,202 156,216 101,718 Net Revenues $ 1,985,674 $ 2,016,829 $ 1,547,119 |
Derivatives, Investments and _2
Derivatives, Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at August 31, 2019 and August 25, 2018 according to the valuation techniques we used to determine their fair values: Fair Value at Fair Value Hierarchy (in thousands) August 31, 2019 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 373 $ 288 $ 85 $ — International equity funds 101 45 56 — Fixed income funds 155 54 101 — Interest rate swap contract 90 — 90 — Total assets at fair value $ 719 $ 387 $ 332 $ — Fair Value at Fair Value Hierarchy (in thousands) August 25, 2018 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,143 $ 1,114 $ 29 $ — International equity funds 139 120 19 — Fixed income funds 223 132 91 — Interest rate swap contract 1,959 — 1,959 — Total assets at fair value $ 3,464 $ 1,366 $ 2,098 $ — |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: (in thousands) August 31, 2019 August 25, 2018 Finished goods $ 53,417 $ 26,513 Work-in-process ("WIP") 82,926 68,339 Raw materials 105,804 139,039 Total 242,147 233,891 Less LIFO reserve 41,021 38,763 Inventories $ 201,126 $ 195,128 Inventory valuation methods consist of the following: (in thousands) August 31, 2019 August 25, 2018 LIFO basis $ 184,007 $ 176,215 FIFO basis 58,140 57,676 Total $ 242,147 $ 233,891 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows: Asset Class Asset Life Buildings 8-45 years Machinery and equipment 1-15 years Software 1-10 years Transportation equipment 1-7 years Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: (in thousands) August 31, 2019 August 25, 2018 Land $ 6,799 $ 6,747 Buildings and building improvements 119,638 94,622 Machinery and equipment 107,701 105,663 Software 29,169 23,388 Transportation 3,865 8,837 Property, plant, and equipment, gross 267,172 239,257 Less accumulated depreciation 139,600 138,064 Property, plant, and equipment, net $ 127,572 $ 101,193 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The changes in carrying amount of goodwill by segment were as follows in Fiscal 2019 , 2018 , and 2017 , noting we have no accumulated impairment losses: (in thousands) Towable Corporate / All Other Total Balances at August 27, 2016 $ 1,228 $ — $ 1,228 Acquisition of Grand Design (1) 241,500 — 241,500 Balances at August 26, 2017 242,728 — 242,728 Grand Design purchase price adjustment (1) 1,956 — 1,956 Acquisition of Chris-Craft (1) — 29,686 29,686 Balances at August 25, 2018 244,684 29,686 274,370 Chris-Craft purchase price adjustment (1) — 561 561 Balances at August 31, 2019 $ 244,684 $ 30,247 $ 274,931 (1) Refer to Note 2 , Business Combinations , for additional information on the acquisitions of Grand Design and Chris-Craft. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Intangible assets, net of accumulated amortization consists of the following: August 31, 2019 August 25, 2018 (in thousands) Weighted Average Life-Years Cost Accumulated Amortization Weighted Average Life-Years Cost Accumulated Amortization Trade names Indefinite $ 177,250 Indefinite $ 177,250 Dealer networks 12.2 95,581 $ 20,329 12.2 95,581 $ 12,328 Backlog 0.5 19,527 19,527 0.5 19,527 19,135 Non-compete agreements 4.1 5,347 3,077 4.1 5,347 2,084 Leasehold interest-favorable 8.1 2,000 690 8.1 2,000 441 Other intangible assets, gross 299,705 43,623 299,705 33,988 Less accumulated amortization 43,623 33,988 Other intangible assets, net $ 256,082 $ 265,717 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remaining estimated aggregate annual amortization expense by fiscal year is as follows: (in thousands) Amount Fiscal 2020 $ 9,032 Fiscal 2021 9,032 Fiscal 2022 8,390 Fiscal 2023 8,197 Fiscal 2024 8,095 Thereafter 36,086 Total amortization expense remaining $ 78,832 |
Warranty (Tables)
Warranty (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Changes in our product warranty liability are as follows: (in thousands) 2019 2018 2017 Balance at beginning of year $ 40,498 $ 30,805 $ 12,412 Business acquisitions (1) — 611 12,904 Provision 45,902 42,377 31,631 Claims paid (41,964 ) (33,295 ) (26,142 ) Balance at end of year $ 44,436 $ 40,498 $ 30,805 (1) Refer to Note 2 , Business Combinations , for additional information on the acquisitions of Grand Design and Chris-Craft. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The components of long-term debt are as follows: (in thousands) August 31, 2019 August 25, 2018 ABL $ — $ 38,532 Term Loan 260,000 260,000 Long-term debt, excluding debt issuance costs 260,000 298,532 Debt issuance cost, net (5,706 ) (7,091 ) Long-term debt 254,294 291,441 Less current maturities 8,892 — Long-term debt, less current maturities $ 245,402 $ 291,441 |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years, are as follows: (in thousands) Amount Fiscal 2020 $ 10,250 Fiscal 2021 15,000 Fiscal 2022 15,000 Fiscal 2023 15,000 Fiscal 2024 $ 204,750 Total Term Loan $ 260,000 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Amounts Recognized in Balance Sheet [Table Text Block] | Deferred compensation benefits are as follows: (in thousands) August 31, 2019 August 25, 2018 Non-qualified deferred compensation $ 13,093 $ 14,831 Supplemental executive retirement plan 2,072 2,309 Executive share option plan 12 935 Executive deferred compensation plan 621 421 Officer stock-based compensation — 1,528 Total deferred compensation benefits 15,798 20,024 Less current portion (1) 2,920 4,742 Deferred compensation benefits, net of current portion $ 12,878 $ 15,282 (1) Included in accrued compensation in the consolidated balance sheets. |
Schedule of Net Benefit Costs [Table Text Block] | Net periodic postretirement benefit income consisted of the following components: (in thousands) 2017 Interest cost $ 29 Service cost 16 Amortization of prior service benefit (40,444 ) Amortization of net actuarial loss 15,648 Net periodic postretirement benefit income $ (24,751 ) |
Investment in Life Insurance [Table Text Block] | The cash surrender value of these policies is presented in investment in life insurance in the accompanying balance sheets and consists of the following: (in thousands) August 31, 2019 August 25, 2018 Cash value $ 61,836 $ 63,574 Borrowings (34,990 ) (35,277 ) Investment in life insurance $ 26,846 $ 28,297 |
Contingent Liabilites and Com_2
Contingent Liabilites and Commitments (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Agreements [Table Text Block] | A summary of the activity for the fiscal years stated for repurchased units is as follows: ($ in thousands) 2019 2018 2017 Inventory repurchased: Units 125 56 14 Dollars $ 5,535 $ 1,716 $ 408 Inventory resold: Units 109 56 15 Cash collected $ 4,634 $ 1,585 $ 393 Loss recognized $ 556 $ 132 $ 44 Units in ending inventory 16 — — |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Our future lease commitments for future fiscal years included the following related party and non-related party leases: Operating Leases (In thousands) Related Party Amount Non-Related Party Amount Total Fiscal 2020 $ 2,864 $ 1,236 $ 4,100 Fiscal 2021 2,863 1,068 3,931 Fiscal 2022 2,863 759 3,622 Fiscal 2023 3,597 530 4,127 Fiscal 2024 3,963 361 4,324 Thereafter 25,064 1,359 26,423 Total future lease commitments $ 41,214 $ 5,313 $ 46,527 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table disaggregates revenue by reportable segment and product category: (in thousands) 2019 2018 Net Revenues Towable: Fifth Wheel $ 688,932 $ 629,906 Travel Trailer 489,956 484,416 Other (1) 18,439 13,401 Total Towable 1,197,327 1,127,723 Motorhome: Class A 178,750 318,197 Class B 255,000 168,495 Class C 246,417 346,876 Other (1) 26,760 27,107 Total Motorhome 706,927 860,675 Corporate / All Other: Other (2) 81,420 28,431 Total Corporate / All Other 81,420 28,431 Consolidated $ 1,985,674 $ 2,016,829 (1) Relates to parts, accessories, and services. (2) Relates to marine and specialty vehicle units, parts, accessories, and services. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Total stock-based compensation expense for the past three fiscal years consisted of the following components: (in thousands) 2019 2018 2017 Share awards: Time-based $ 4,986 $ 4,152 $ 2,606 Performance-based 716 2,525 69 Stock options 925 502 164 Other (1) 431 255 138 Total stock-based compensation expense $ 7,058 $ 7,434 $ 2,977 (1) Includes stock-based compensation expense related to Board of Directors stock award expense and ESPP expense. Directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units and is more fully described in the Proxy Statement. |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the status of our nonvested time-based share awards at August 31, 2019 , and changes during Fiscal 2019 , were as follows: Shares Weighted Average Fair Value Outstanding at August 25, 2018 285,191 $ 34.08 Granted 152,152 $ 31.70 Vested (213,379 ) $ 32.88 Forfeited/canceled (8,458 ) $ 38.58 Outstanding at August 31, 2019 215,506 $ 33.40 |
Share-based Compensation, Performance Shares Award Nonvested Activity [Table Text Block] | A summary of the status of our nonvested performance-based share awards at August 31, 2019 , and changes during Fiscal 2019 , were as follows: Shares Weighted Average Fair Value Outstanding at August 25, 2018 127,226 $ 35.08 Granted 80,207 $ 31.70 Vested — $ — Forfeited/canceled — $ — Outstanding at August 31, 2019 207,433 $ 33.77 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for Fiscal 2019 is as follows: Stock Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at August 25, 2018 138,510 $ 36.68 Granted 114,635 $ 31.70 Exercised — $ — Forfeited/canceled — $ — Outstanding at August 31, 2019 253,145 $ 34.43 8.3 $ 350.4 Vested and expected to vest at August 31, 2019 253,145 $ 34.43 8.3 $ 350.4 Exercisable at August 31, 2019 71,426 $ 33.13 7.4 $ 260.3 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions (1) 2019 2018 2017 Expected dividend yield 1.3 % 0.9 % 1.4 % Risk-free interest rate (2) 3.0 % 2.0 % 1.5 % Expected life of stock options (in years) (3) 5 5 5 Expected stock price volatility (4) 39.1 % 38.1 % 39.3 % Weighted average fair value of options granted $ 11.09 $ 14.78 $ 9.58 (1) Forfeitures are recorded when they occur. (2) Based on U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of our stock options. (3) Estimated based on historical experience. (4) Based on historical experience over a term consistent with the expected life of the stock options. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following table details the restructuring charges incurred: Motorhome (in thousands) 2019 Cost of goods sold $ 1,724 Selling, general, and administrative expenses 219 Restructuring expense $ 1,943 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax expense consisted of the following: (in thousands) 2019 2018 2017 Current Federal $ 16,433 $ 28,874 $ 33,125 State 3,138 5,215 2,937 Total 19,571 34,089 36,062 Deferred Federal 6,395 5,123 926 State 1,145 1,071 281 Total 7,540 6,194 1,207 Provision for income taxes $ 27,111 $ 40,283 $ 37,269 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following table provides a reconciliation of the U.S. statutory income tax rate to our effective income tax rate: 2019 2018 2017 U.S. federal statutory rate (1) 21.0 % 25.9 % 35.0 % State taxes, net of federal benefit 2.9 % 3.0 % 2.8 % Impact from Tax Act — % 2.6 % — % Domestic production activities deduction — % (2.2 )% (2.4 )% Income tax credits (4.5 )% (0.5 )% (0.6 )% Tax-free and dividend income (0.5 )% (0.4 )% (0.7 )% Uncertain tax position settlements and adjustments 0.9 % 0.1 % (0.6 )% Other items (0.3 )% (0.3 )% 0.8 % Effective tax provision rate 19.5 % 28.2 % 34.3 % (1) The U.S. federal statutory rate for Fiscal 2018 is a blended rate, which includes the impact of the Tax Act enactment. |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that give rise to deferred income taxes were as follows: (in thousands) August 31, 2019 August 25, 2018 Warranty reserves $ 10,949 $ 9,842 Deferred compensation 3,989 4,730 Self-insurance reserve 2,617 2,601 Stock-based compensation 2,558 1,277 Accrued vacation 1,227 1,298 Unrecognized tax benefit 444 584 Inventory — 615 Other (1) 3,337 1,797 Total deferred tax assets 25,121 22,744 Intangibles 28,055 21,292 Depreciation 8,192 5,909 Inventory 906 — Total deferred tax liabilities 37,153 27,201 Total deferred income tax liabilities, net $ 12,032 $ 4,457 (1) At August 31, 2019 , other includes $0.6 million and $0.4 million related to federal and state net operating losses, respectively. At August 25, 2018 , other includes $1.4 million and $0.1 million related to federal and state net operating losses, respectively. These net operating losses do not expire. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized. |
Summary of Income Tax Contingencies [Table Text Block] | Changes in the unrecognized tax benefits are as follows: (in thousands) 2019 2018 2017 Balance at beginning of year $ 1,220 $ 1,195 $ 1,710 Gross increases (decreases)-tax positions in a prior year 1,173 25 (536 ) Gross increases-current year tax positions 429 — 21 Balance at end of year 2,822 1,220 1,195 Accrued interest and penalties 769 525 411 Total unrecognized tax benefits $ 3,591 $ 1,745 $ 1,606 |
Income Per Share (Tables)
Income Per Share (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Income Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted income per share: (in thousands, except per share data) 2019 2018 2017 Numerator Net income $ 111,798 $ 102,357 $ 71,330 Denominator Weighted average common shares outstanding 31,536 31,596 30,648 Dilutive impact of stock compensation awards 185 218 118 Weighted average common shares outstanding, assuming dilution 31,721 31,814 30,766 Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution 189 62 56 Basic income per common share $ 3.55 $ 3.24 $ 2.33 Diluted income per common share $ 3.52 $ 3.22 $ 2.32 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: 2019 2018 (in thousands) Defined Benefit Pension Items Interest Rate Swap Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of year $ (591 ) $ 1,483 $ 892 $ (509 ) $ (514 ) $ (1,023 ) OCI before reclassifications — (1,415 ) (1,415 ) — 1,947 1,947 Amounts reclassified from AOCI 32 — 32 27 — 27 Net current-year OCI 32 (1,415 ) (1,383 ) 27 1,947 1,974 Reclassification to retained earnings — — — (109 ) 50 (59 ) Balance at end of year $ (559 ) $ 68 $ (491 ) $ (591 ) $ 1,483 $ 892 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Reclassifications out of AOCI in net periodic benefit costs, net of tax, were: (In thousands) Location on Consolidated Statements of Income and Comprehensive Income 2019 2018 2017 Amortization of prior service credit SG&A $ — $ — $ (25,035 ) Amortization of net actuarial loss SG&A 32 27 9,705 Total reclassifications $ 32 $ 27 $ (15,330 ) |
Interim Financial Information_2
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Aug. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | The following tables show selected operating results for each 3-month quarter of Fiscal 2019 and 2018 (unaudited): Fiscal 2019 Quarter Ended (In thousands, except per share data) November 24, February 23, May 25, August 31, 2019 (1) Net revenues $ 493,648 $ 432,690 $ 528,940 $ 530,396 Gross profit 70,996 66,429 86,584 83,188 Operating income 32,625 28,903 48,974 44,765 Net income 22,161 21,598 36,171 31,868 Net income per share (basic) 0.70 0.68 1.15 1.01 Net income per share (diluted) 0.70 0.68 1.14 1.01 Fiscal 2018 Quarter Ended (In thousands, except per share data) November 25, February 24, May 26, August 25, Net revenues $ 450,021 $ 468,359 $ 562,261 $ 536,188 Gross profit 62,831 67,661 85,514 83,830 Operating income 31,176 35,251 48,277 45,688 Net income 17,958 22,088 32,521 29,790 Net income per share (basic) 0.57 0.70 1.03 0.94 Net income per share (diluted) 0.57 0.69 1.02 0.94 (1) During the quarter ended August 31, 2019 , we recorded a $10.8 million reduction of WIP inventory and increase to Cost of goods sold for the cumulative correction of an immaterial error related to prior periods. The error was not material to our Consolidated Financial Statements for any quarterly or annual period. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands, shares in Millions | Sep. 16, 2019USD ($)shares | Nov. 30, 2019USD ($)$ / shares | Aug. 31, 2019USD ($)reportable_segments | Aug. 25, 2018USD ($) | Aug. 26, 2017USD ($) | Sep. 01, 2019USD ($) |
New Accounting Pronouncements and Subsequent Events [Line Items] | ||||||
Dividends, Common Stock, Cash | $ 13,728 | $ 12,738 | $ 12,738 | |||
Number of Reportable Segments | reportable_segments | 2 | |||||
Insurance policy limit | $ 50,000 | |||||
Self insurance reserve for product liability, per occurance | 1,000 | |||||
Self insurance reserve for product liability, aggregate per policy year | 2,000 | |||||
Self-insurance policy health, occurrence | $ 200 | |||||
Self-insurance policy health, aggregate | 125.00% | |||||
Advertising expense | $ 8,300 | $ 7,400 | $ 5,700 | |||
Subsequent Event [Member] | ||||||
New Accounting Pronouncements and Subsequent Events [Line Items] | ||||||
Dividends paid per common share | $ / shares | $ 0.11 | |||||
Dividends, Common Stock, Cash | $ 3,500 | |||||
Operating Lease, Liability | $ 34,000 | |||||
Subsequent Event [Member] | Newmar [Member] [Member] | ||||||
New Accounting Pronouncements and Subsequent Events [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 344,000 | |||||
Payments to Acquire Businesses, Gross | $ 270,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 2 | |||||
business combination termination fee | $ 5,000 | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 290,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Aug. 31, 2019 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 8 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 45 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 1 year |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 15 years |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 1 year |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 10 years |
Transportation equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 1 year |
Transportation equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated service life | 7 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ in Thousands | Nov. 08, 2016 | Jun. 04, 2018 |
Chris-Craft [Member] | ||
Business Acquisition [Line Items] | ||
Percent of voting interest acquired | 100.00% | |
Grand Design [Member] | ||
Business Acquisition [Line Items] | ||
Percent of voting interest acquired | 100.00% | |
Member interest held | 10.66% | |
Grand Design [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate purchase price of acquisition | $ 520,508 | |
Grand Design Member Interest [Member] | Grand Design [Member] | ||
Business Acquisition [Line Items] | ||
Percent of voting interest acquired | 89.34% | |
Blocker Corp [Member] | Grand Design [Member] | ||
Business Acquisition [Line Items] | ||
Percent of voting interest acquired | 100.00% |
Business Combination (Details)
Business Combination (Details) - Grand Design [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 11, 2017 | Nov. 08, 2016 |
Business Acquisition [Line Items] | ||
Cash | $ 396,442 | |
Winnebago shares: 4,586,555 at $27.05 per share | 124,066 | |
Total | $ 520,508 | |
Shares issued for acquisition | 4,586,555 | |
Share price (in dollars per share) | $ 27.05 | |
Shares sold after acquisition | 2,293,277 |
Business Combination - ProForma
Business Combination - ProForma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 22 Months Ended | ||
Nov. 26, 2016 | Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | Aug. 25, 2018 | |
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 100 | $ 100 | $ 6,600 | $ 7,000 | |
Amortization of intangibles (1 year or less useful life) [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | (18,751) | ||||
Increase in amortization of intangibles [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | 1,551 | ||||
Expenses Related to Business Combination [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | (6,649) | ||||
Interest to reflect new debt structure [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | 3,672 | ||||
Taxes related to the adjustments to the pro forma [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonrecurring adjustments | 11,648 | ||||
Grand Design [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenue since acquisition | 559,664 | $ 1,069,862 | 969,362 | ||
Operating income since acquisition | $ 54,188 | $ 145,900 | $ 129,123 | ||
Pro forma net revenues | 1,642,786 | ||||
Pro forma net income | $ 91,163 | ||||
Pro forma income per share - basic (in dollars per share) | $ 2.89 | ||||
Pro forma income per share - diluted (in dollars per share) | $ 2.88 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2019USD ($) | May 25, 2019USD ($) | Feb. 23, 2019USD ($) | Nov. 24, 2018USD ($) | Aug. 25, 2018USD ($) | May 26, 2018USD ($) | Feb. 24, 2018USD ($) | Nov. 25, 2017USD ($) | Aug. 31, 2019USD ($)reportable_segments | Aug. 25, 2018USD ($) | Aug. 26, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of Reportable Segments | reportable_segments | 2 | ||||||||||
Net revenues | $ 530,396 | $ 528,940 | $ 432,690 | $ 493,648 | $ 536,188 | $ 562,261 | $ 468,359 | $ 450,021 | $ 1,985,674 | $ 2,016,829 | $ 1,547,119 |
Purchases of property and equipment | 40,858 | 28,668 | 13,993 | ||||||||
Assets | 1,104,231 | 1,051,805 | 1,104,231 | 1,051,805 | |||||||
Net income | 31,868 | $ 36,171 | $ 21,598 | $ 22,161 | 29,790 | $ 32,521 | $ 22,088 | $ 17,958 | 111,798 | 102,357 | 71,330 |
Interest expense | 17,939 | 18,246 | 16,837 | ||||||||
Provision for income taxes | 27,111 | 40,283 | 37,269 | ||||||||
Depreciation | 13,682 | 9,849 | 7,315 | ||||||||
Amortization of intangible assets | 9,635 | 9,328 | 24,660 | ||||||||
EBITDA | 180,165 | 180,063 | 157,411 | ||||||||
Postretirement health care benefit income | 0 | 0 | (24,796) | ||||||||
Restructuring charges, excluding depreciation | 1,068 | 0 | 0 | ||||||||
Transaction costs | 0 | 2,177 | 6,592 | ||||||||
Non-operating income | (1,581) | (494) | (330) | ||||||||
Adjusted EBITDA | 179,652 | 181,746 | 138,877 | ||||||||
Towable [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 1,197,327 | 1,127,723 | 685,197 | ||||||||
Purchases of property and equipment | 27,679 | 18,460 | 4,406 | ||||||||
Assets | 628,994 | 626,588 | 628,994 | 626,588 | |||||||
Adjusted EBITDA | 163,677 | 157,010 | 89,734 | ||||||||
Motorhome [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 706,927 | 860,675 | 853,360 | ||||||||
Purchases of property and equipment | 9,969 | 9,302 | 9,563 | ||||||||
Assets | 332,157 | 322,048 | 332,157 | 322,048 | |||||||
Adjusted EBITDA | 27,455 | 35,508 | 56,518 | ||||||||
Corporate All Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 81,420 | 28,431 | 8,562 | ||||||||
Purchases of property and equipment | 3,210 | 906 | 24 | ||||||||
Assets | $ 143,080 | $ 103,169 | 143,080 | 103,169 | |||||||
Adjusted EBITDA | $ (11,480) | $ (10,772) | $ (7,375) |
Business Segments (Revenues by
Business Segments (Revenues by Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2019 | May 25, 2019 | Feb. 23, 2019 | Nov. 24, 2018 | Aug. 25, 2018 | May 26, 2018 | Feb. 24, 2018 | Nov. 25, 2017 | Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 530,396 | $ 528,940 | $ 432,690 | $ 493,648 | $ 536,188 | $ 562,261 | $ 468,359 | $ 450,021 | $ 1,985,674 | $ 2,016,829 | $ 1,547,119 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | 1,836,472 | 1,860,613 | 1,445,401 | ||||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 149,202 | $ 156,216 | $ 101,718 |
Derivatives, Investments and _3
Derivatives, Investments and Fair Value Measurements (Fair Value Inputs) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | $ 373 | $ 1,143 |
International equity funds | 101 | 139 |
Fixed income funds | 155 | 223 |
Interest rate swap contract, asset | 90 | 1,959 |
Total assets (liabilities) at fair value | 719 | 3,464 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 288 | 1,114 |
International equity funds | 45 | 120 |
Fixed income funds | 54 | 132 |
Total assets (liabilities) at fair value | 387 | 1,366 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 85 | 29 |
International equity funds | 56 | 19 |
Fixed income funds | 101 | 91 |
Interest rate swap contract, asset | 90 | 1,959 |
Total assets (liabilities) at fair value | $ 332 | $ 2,098 |
Derivatives, Investments and _4
Derivatives, Investments and Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Nov. 08, 2016 | |
Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset Impairment Charges | $ 0 | ||
Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt Instrument, Face Amount | $ 300,000 | ||
Term Loan | Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notional amount | $ 120,000 | $ 170,000 | |
Interest rate, stated percentage | 5.32% | 5.32% |
Inventories Inventory Schedule
Inventories Inventory Schedule (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 53,417 | $ 26,513 |
Work-in-process | 82,926 | 68,339 |
Raw materials | 105,804 | 139,039 |
Total | 242,147 | 233,891 |
LIFO reserve | (41,021) | (38,763) |
Inventories | $ 201,126 | $ 195,128 |
Inventories Inventory Basis (De
Inventories Inventory Basis (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Inventory Disclosure [Abstract] | ||
LIFO basis | $ 184,007 | $ 176,215 |
FIFO basis | 58,140 | 57,676 |
Total | $ 242,147 | $ 233,891 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 267,172 | $ 239,257 |
Less accumulated depreciation | (139,600) | (138,064) |
Total property, plant and equipment, net | 127,572 | 101,193 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 6,799 | 6,747 |
Building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 119,638 | 94,622 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 107,701 | 105,663 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 29,169 | 23,388 |
Transportation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 3,865 | $ 8,837 |
Property, Plant and Equipment P
Property, Plant and Equipment Property, Plant, and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Property, Plant and Equipment, Net [Abstract] | |||
Depreciation | $ 13,682 | $ 9,849 | $ 7,315 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Goodwill [Line Items] | |||
Balance at beginning of year | $ 274,370 | $ 242,728 | $ 1,228 |
Goodwill, Period Increase (Decrease) | 29,686 | 241,500 | |
Goodwill, Purchase Accounting Adjustments | 561 | 1,956 | |
Balance at end of year | 274,931 | 274,370 | 242,728 |
Towable [Member] | |||
Goodwill [Line Items] | |||
Balance at beginning of year | 244,684 | 242,728 | 1,228 |
Goodwill, Period Increase (Decrease) | 241,500 | ||
Goodwill, Purchase Accounting Adjustments | 1,956 | ||
Balance at end of year | 244,684 | 244,684 | $ 242,728 |
Corporate All Other [Member] | |||
Goodwill [Line Items] | |||
Balance at beginning of year | 29,686 | ||
Goodwill, Period Increase (Decrease) | 29,686 | ||
Goodwill, Purchase Accounting Adjustments | 561 | ||
Balance at end of year | $ 30,247 | $ 29,686 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2019 | Aug. 25, 2018 | |
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 299,705 | $ 299,705 |
Finite-Lived Intangible Assets, Accumulated Amortization | 43,623 | 33,988 |
Other intangible assets, net | $ 256,082 | 265,717 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 10 years | |
Trade Names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 177,250 | 177,250 |
Dealer Network [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 95,581 | 95,581 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 20,329 | $ 12,328 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years 2 months | 12 years 2 months |
Order or Production Backlog [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,527 | $ 19,527 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 19,527 | $ 19,135 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 months | 6 months |
Noncompete Agreements [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 5,347 | $ 5,347 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,077 | $ 2,084 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 1 month | 4 years 1 month |
Off-Market Favorable Lease [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 2,000 | $ 2,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 690 | $ 441 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 1 month | 8 years 1 month |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets Future Amortization of Intangible Assets (Details) $ in Thousands | Aug. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal 2020 | $ 9,032 |
Fiscal 2021 | 9,032 |
Fiscal 2022 | 8,390 |
Fiscal 2023 | 8,197 |
Fiscal 2024 | 8,095 |
Thereafter | 36,086 |
Total amortization expense remaining | $ 78,832 |
Warranty (Schedule of Product W
Warranty (Schedule of Product Warranty Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of year | $ 40,498 | $ 30,805 | $ 12,412 |
Business acquisitions | 0 | 611 | 12,904 |
Provision | 45,902 | 42,377 | 31,631 |
Claims paid | (41,964) | (33,295) | (26,142) |
Balance at end of year | $ 44,436 | $ 40,498 | $ 30,805 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | Oct. 22, 2019 | Sep. 21, 2018 | Nov. 08, 2016 | |
Debt Instrument [Line Items] | ||||||
Payments of Debt Issuance Costs | $ 0 | $ 589 | $ 11,020 | |||
Amortization of debt issuance costs | $ 1,612 | $ 2,206 | $ 1,596 | |||
ABL | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 165,000 | $ 125,000 | ||||
Debt instrument, term | 5 years | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Payments of Debt Issuance Costs | $ 1,100 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 7 years | |||||
Debt Instrument, Face Amount | 300,000 | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.32% | |||||
Payments of Debt Issuance Costs | $ 10,500 | |||||
Prior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | $ 600 | |||||
Letter of Credit [Member] | ABL | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | |||||
Subsequent Event [Member] | ABL | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 192,500 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 25, 2018 | Aug. 31, 2019 | Sep. 21, 2018 | Nov. 08, 2016 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 298,532 | $ 260,000 | ||
Less: debt issuance cost, net | (7,091) | (5,706) | ||
Long-term debt | 291,441 | 254,294 | ||
Less: current maturities | 0 | (8,892) | ||
Long-term debt, less current maturities | $ 291,441 | 245,402 | ||
ABL | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 165,000 | $ 125,000 | ||
Debt Instrument, Term | 5 years | |||
Long-term debt, gross | $ 38,532 | 0 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Term | 7 years | |||
Long-term debt, gross | $ 260,000 | 260,000 | ||
Long-term Debt, Fair Value | $ 255,800 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 260,000 | $ 298,532 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Fiscal 2020 | 10,250 | |
Fiscal 2021 | 15,000 | |
Fiscal 2022 | 15,000 | |
Fiscal 2023 | 15,000 | |
Fiscal 2024 | 204,750 | |
Total long-term debt | $ 260,000 | $ 260,000 |
Employee and Retiree Benefits_2
Employee and Retiree Benefits (Postretirement Health Care and Deferred Compensation Benefits) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Non-qualified deferred compensation | $ 13,093 | $ 14,831 |
SERP benefit liability | 2,072 | 2,309 |
Executive share option plan liability | 12 | 935 |
Executive deferred compensation | 621 | 421 |
Officer stock-based compensation | 1,528 | |
Total postretirement health care and deferred compensation benefits | 15,798 | 20,024 |
Less current portion | (2,920) | (4,742) |
Long-term deferred compensation benefits | $ 12,878 | $ 15,282 |
Employee and Retiree Benefits_3
Employee and Retiree Benefits (Postretirement Benefit Income) (Details) $ in Thousands | 12 Months Ended |
Aug. 26, 2017USD ($) | |
Retirement Benefits [Abstract] | |
Interest cost | $ 29 |
Service cost | 16 |
Amortization of prior service benfit | (40,444) |
Amortization of net actuarial loss | 15,648 |
Net periodic postretirement benefit income | $ (24,751) |
Employee and Retiree Benefits_4
Employee and Retiree Benefits (Investment in Life Insurance) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Retirement Benefits [Abstract] | ||
Cash value | $ 61,836 | $ 63,574 |
Borrowings | (34,990) | (35,277) |
Investment in life insurance | $ 26,846 | $ 28,297 |
Employee and Retiree Benefits_5
Employee and Retiree Benefits (Postretirement Narrative) (Details) | 12 Months Ended |
Aug. 31, 2019 | |
Retirement Benefits [Abstract] | |
Postretirement health care benefits age requirement before distribution occurs | 55 years |
Postretirement health care benefits continuous service requirement | 15 years |
Employee and Retiree Benefits_6
Employee and Retiree Benefits (Deferred Compensation Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer discretionary contribution amount | $ 2.9 | $ 2.3 | $ 1.6 |
Key Employees [Member] | Non-Qualified Deferred Compensation Program (1981) [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Vesting age | 55 years | ||
Requisite service period | 5 years | ||
Requiste service period prior to December 1992 | 20 years | ||
Deferred compensation expense | $ 0.9 | 1.1 | $ 1.2 |
Officers and Managers [Member] | Supplemental Employee Retirement Plan (SERP) [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contractual amount of years after retirement | 15 years | ||
Executive Deferred Compensation Plan 2007 [Member] | Officers and Key Employees [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation assets | $ 0.6 | $ 0.4 | |
Maximum salary deferral | 50.00% | ||
Maximum cash incentive award deferral | 100.00% |
Contingent Liabilites and Com_3
Contingent Liabilites and Commitments (Repurchase Commitments) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 31, 2019 | Aug. 25, 2018 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 24 months | |
Accrued loss on repurchases | $ 0.9 | $ 0.9 |
Obligation to Repurchase from Dealers [Member] | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 874.9 | $ 879 |
Contingent Liabilites and Com_4
Contingent Liabilites and Commitments (Schedule of Repurchased Activity) (Details) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019USD ($)Recreational_vehicles | Aug. 25, 2018USD ($)Recreational_vehicles | Aug. 26, 2017USD ($)Recreational_vehicles | |
Commitments and Contingencies Disclosure [Abstract] | |||
Inventory repurchased, units (in recreation vehicles) | Recreational_vehicles | 125 | 56 | 14 |
Inventory repurchased, dollars | $ | $ 5,535 | $ 1,716 | $ 408 |
Inventory resold, units (in recreation vehicles) | Recreational_vehicles | 109 | 56 | 15 |
Inventory resold, cash collected | $ | $ 4,634 | $ 1,585 | $ 393 |
Inventory resold, loss recognized | $ | $ 556 | $ 132 | $ 44 |
Units in ending inventory (in recreation vehicles) | Recreational_vehicles | 16 | 0 | 0 |
Contingent Liabilites and Com_5
Contingent Liabilites and Commitments (Lease Commitments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Lease expense | $ 6,200 | $ 4,400 | $ 2,900 |
Minimum future lease commitments under noncancelable lease agreements | |||
Fiscal 2020 | 4,100 | ||
Fiscal 2021 | 3,931 | ||
Fiscal 2022 | 3,622 | ||
Fiscal 2023 | 4,127 | ||
Fiscal 2024 | 4,324 | ||
Thereafter | 26,423 | ||
Total future lease commitments | 46,527 | ||
Non-related Party [Member] | |||
Minimum future lease commitments under noncancelable lease agreements | |||
Fiscal 2020 | 1,236 | ||
Fiscal 2021 | 1,068 | ||
Fiscal 2022 | 759 | ||
Fiscal 2023 | 530 | ||
Fiscal 2024 | 361 | ||
Thereafter | 1,359 | ||
Total future lease commitments | 5,313 | ||
Related Party [Member] | |||
Minimum future lease commitments under noncancelable lease agreements | |||
Fiscal 2020 | 2,864 | ||
Fiscal 2021 | 2,863 | ||
Fiscal 2022 | 2,863 | ||
Fiscal 2023 | 3,597 | ||
Fiscal 2024 | 3,963 | ||
Thereafter | 25,064 | ||
Total future lease commitments | $ 41,214 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2019 | May 25, 2019 | Feb. 23, 2019 | Nov. 24, 2018 | Aug. 25, 2018 | May 26, 2018 | Feb. 24, 2018 | Nov. 25, 2017 | Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 530,396 | $ 528,940 | $ 432,690 | $ 493,648 | $ 536,188 | $ 562,261 | $ 468,359 | $ 450,021 | $ 1,985,674 | $ 2,016,829 | $ 1,547,119 |
Towable [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 1,197,327 | 1,127,723 | 685,197 | ||||||||
Towable [Member] | Fifth Wheel [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 688,932 | 629,906 | |||||||||
Towable [Member] | Travel Trailer [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 489,956 | 484,416 | |||||||||
Towable [Member] | Other [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 18,439 | 13,401 | |||||||||
Motorhome [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 706,927 | 860,675 | 853,360 | ||||||||
Motorhome [Member] | Other [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 26,760 | 27,107 | |||||||||
Motorhome [Member] | Class A [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 178,750 | 318,197 | |||||||||
Motorhome [Member] | Class B [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 255,000 | 168,495 | |||||||||
Motorhome [Member] | Class C [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 246,417 | 346,876 | |||||||||
Corporate All Other [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 81,420 | 28,431 | $ 8,562 | ||||||||
Corporate All Other [Member] | Other [Domain] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 81,420 | $ 28,431 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans (Narrative) (Details) - USD ($) | Oct. 10, 2019 | Aug. 29, 2020 | Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee-related Liabilities, Current | $ 20,328,000 | $ 29,350,000 | |||
Incentive Compensation Plan 2019 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 4,100,000 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 15.00% | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 30,956 | 2,760 | |||
Term of sale restriction period after grant | 1 year | ||||
Employee-related Liabilities, Current | $ 200,000 | $ 100,000 | |||
Time-based share awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 3,300,000 | ||||
Unrecognized compensation expense, period of recognition | 9 months | ||||
Total fair value of awards vested | $ 6,600,000 | $ 7,100,000 | $ 4,900,000 | ||
Shares granted | 152,152 | ||||
Performance-based share award | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 2,500,000 | ||||
Unrecognized compensation expense, period of recognition | 1 year 1 month | ||||
Shares granted | 80,207 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, period of recognition | 11 months | ||||
Aggregate intrinsic value of options outstanding | $ 350,400 | ||||
Unrecognized compensation expense related to stock options | $ 1,300,000 | ||||
Weighted average remaining contractual life for outstanding options | 8 years 3 months | ||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Closing price of common stock on grant date | $ 37.33 | ||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | Forecasted stock-based comp expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,500,000 | ||||
Restricted Stock Units (RSUs) [Member] | Key Management [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 81,872 | ||||
Shares granted, value | $ 3,100,000 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans (Expense Components) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 7,058 | $ 7,434 | $ 2,977 |
Time-based share awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 4,986 | 4,152 | 2,606 |
Performance-based share award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 716 | 2,525 | 69 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 925 | 502 | 164 |
Other equity awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 431 | $ 255 | $ 138 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans (Share Awards Activity) (Details) | 12 Months Ended |
Aug. 31, 2019$ / sharesshares | |
Time-based share awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning of year, Shares | shares | 285,191 |
Shares granted | shares | 152,152 |
Vested, Shares | shares | (213,379) |
Canceled, Shares | shares | (8,458) |
End of year, Shares | shares | 215,506 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginning of year, Weighted Average Grant Date Fair Value | $ 34.08 |
Granted, Weighted Average Grant Date Fair Value | 31.70 |
Vested, Weighted Average Grant Date Fair Value | 32.88 |
Canceled, Weighted Average Grant Date Fair Value | 38.58 |
End of year, Weighted Average Grant Date Fair Value | $ 33.40 |
Performance-based share award | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning of year, Shares | shares | 127,226 |
Shares granted | shares | 80,207 |
Vested, Shares | shares | 0 |
End of year, Shares | shares | 207,433 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginning of year, Weighted Average Grant Date Fair Value | $ 35.08 |
Granted, Weighted Average Grant Date Fair Value | 31.70 |
Vested, Weighted Average Grant Date Fair Value | 0 |
Canceled, Weighted Average Grant Date Fair Value | 0 |
End of year, Weighted Average Grant Date Fair Value | $ 33.77 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans (Stock Option Activity) (Details) - Stock options | 12 Months Ended |
Aug. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of year, Shares | shares | 138,510 |
Options granted, shares | shares | 114,635 |
Outstanding at end of year, Shares | shares | 253,145 |
Vested and expected to vest at end of year, Shares | shares | 253,145 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 8 years 3 months |
Exercisable at end of year, Shares | shares | 71,426 |
Exercisable at end of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ / shares | $ 33.13 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ / shares | 36.68 |
Options granted, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ / shares | 31.70 |
Outstanding at end of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ / shares | $ 34.43 |
Weighted average remaining contractual life for outstanding options | 8 years 3 months |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 7 years 5 months |
Aggregate intrinsic value of options outstanding | $ | $ 350,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ | 350,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 260,300 |
Vested and expected to vest at end of year, Wtd. Avg. Exercise Price per Share (in dollars per share) | $ / shares | $ 34.43 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans Stock Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected dividend yield | 1.30% | 0.90% | 1.35% |
Risk free interest rate | 3.00% | 1.99% | 1.47% |
Expected life (in years) | 5 years | 5 years | 5 years |
Expected volatility | 39.10% | 38.08% | 39.34% |
Weighted average fair value of options granted | $ 11.09 | $ 14.78 | $ 9.58 |
Restructuring (Details)
Restructuring (Details) - Motorhome [Member] - Junction City, OR Production Site [Domain] - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 29, 2020 | Aug. 25, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 1,943 | |
Scenario, Forecast [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 1,000 | |
Cost of Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 1,724 | |
Selling, General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 219 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax (Benefit) Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Current | |||
Federal | $ 16,433 | $ 28,874 | $ 33,125 |
State | 3,138 | 5,215 | 2,937 |
Total | 19,571 | 34,089 | 36,062 |
Deferred | |||
Federal | 6,395 | 5,123 | 926 |
State | 1,145 | 1,071 | 281 |
Total | 7,540 | 6,194 | 1,207 |
Provision for income taxes | $ 27,111 | $ 40,283 | $ 37,269 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of U.S. Statutory Income Tax Rate) (Details) | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21.00% | 25.90% | 35.00% |
State taxes, net of federal benefit | 2.90% | 3.00% | 2.80% |
Impact from Tax Act | 0 | 0.026 | 0 |
Domestic production activities deduction | (0.00%) | (2.20%) | (2.40%) |
Income tax credits | (4.50%) | (0.50%) | (0.60%) |
Tax-free and dividend income | (0.50%) | (0.40%) | (0.70%) |
Uncertain tax position settlements and adjustments | 0.90% | 0.10% | (0.60%) |
Other items | (0.30%) | (0.30%) | 0.80% |
Effective tax provision rate | 19.50% | 28.20% | 34.30% |
Income Taxes (Significant Items
Income Taxes (Significant Items Comprising Deferred Taxes) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Aug. 25, 2018 |
Income Tax Disclosure [Abstract] | ||
Warranty reserves | $ 10,949 | $ 9,842 |
Deferred compensation | 3,989 | 4,730 |
Self-insurance reserve | 2,617 | 2,601 |
Stock-based compensation | 2,558 | 1,277 |
Accrued vacation | 1,227 | 1,298 |
Unrecognized tax benefit | 444 | 584 |
Inventory | 0 | 615 |
Other | 3,337 | 1,797 |
Deferred tax assets | 25,121 | 22,744 |
Intangibles | (28,055) | (21,292) |
Depreciation | (8,192) | (5,909) |
Inventory | (906) | 0 |
Deferred tax liabilities | (37,153) | (27,201) |
Deferred tax liabilities, net | (12,032) | (4,457) |
Federal NOL carry forward | 600 | 1,400 |
State NOL carryforward | $ 400 | $ 100 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 31, 2019 | Aug. 25, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax credits and adjustments | $ 3.6 | |
Tax Cuts And Jobs Act Of 2017, Income Tax Expense (Benefit) | $ 3.6 |
Income Taxes Changes in Unrecog
Income Taxes Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 1,220 | $ 1,195 | $ 1,710 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | 1,173 | 25 | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | (536) | ||
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 429 | 0 | 21 |
Balance at end of year | 2,822 | 1,220 | 1,195 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 769 | 525 | 411 |
Unrecognized tax benefits | $ 3,591 | $ 1,745 | $ 1,606 |
Income Per Share (Calculation o
Income Per Share (Calculation of Basic and Diluted Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2019 | May 25, 2019 | Feb. 23, 2019 | Nov. 24, 2018 | Aug. 25, 2018 | May 26, 2018 | Feb. 24, 2018 | Nov. 25, 2017 | Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ 31,868 | $ 36,171 | $ 21,598 | $ 22,161 | $ 29,790 | $ 32,521 | $ 22,088 | $ 17,958 | $ 111,798 | $ 102,357 | $ 71,330 |
Weighted average common shares outstanding | 31,536 | 31,596 | 30,648 | ||||||||
Dilutive impact of stock compensation awards | 185 | 218 | 118 | ||||||||
Weighted average common shares outstanding, assuming dilution | 31,721 | 31,814 | 30,766 | ||||||||
Basic income per common share | $ 1.01 | $ 1.15 | $ 0.68 | $ 0.70 | $ 0.94 | $ 1.03 | $ 0.70 | $ 0.57 | $ 3.55 | $ 3.24 | $ 2.33 |
Diluted income per common share | $ 1.01 | $ 1.14 | $ 0.68 | $ 0.70 | $ 0.94 | $ 1.02 | $ 0.69 | $ 0.57 | $ 3.52 | $ 3.22 | $ 2.32 |
Stock options | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution | 189 | 62 | 56 |
Comprehensive Income (Changes i
Comprehensive Income (Changes in AOCI by component) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | $ 892 | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | |||
Change in fair value of interest rate swap, net of tax | (1,415) | $ 1,947 | $ (514) |
Amounts reclassified from AOCI | 32 | 27 | 9,705 |
Reclassification to retained earnings | 0 | ||
Balance at end of year | (491) | 892 | |
Defined Benefit Pension Items [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | (591) | (509) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | |||
Amounts reclassified from AOCI | 32 | 27 | |
Net current-year OCI | 32 | 27 | |
Reclassification to retained earnings | (109) | ||
Balance at end of year | (559) | (591) | (509) |
Interest Rate Swap [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | 1,483 | (514) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | |||
Change in fair value of interest rate swap, net of tax | (1,415) | 1,947 | |
Net current-year OCI | (1,415) | 1,947 | |
Reclassification to retained earnings | 50 | ||
Balance at end of year | 68 | 1,483 | (514) |
Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | 892 | (1,023) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Abstract] | |||
Change in fair value of interest rate swap, net of tax | (1,415) | 1,947 | (514) |
Amounts reclassified from AOCI | 32 | 27 | |
Net current-year OCI | (1,383) | 1,974 | |
Reclassification to retained earnings | (59) | ||
Balance at end of year | $ (491) | $ 892 | $ (1,023) |
Comprehensive Income (Reclassif
Comprehensive Income (Reclassification out of AOCI) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of prior service credit (net of tax) | $ 0 | $ (25,035) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications (net of tax) | (32) | $ (27) | 15,330 |
Operating Expense [Member] | Accumulated Defined Benefit Plans Adjustment, Net Prior Service Cost (Credit) [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of prior service credit (net of tax) | 0 | (25,035) | |
Operating Expense [Member] | Accumulated Defined Benefit Plans Adjustment, Net Unamortized Gain (Loss) [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of net actuarial loss (net of tax) | $ 32 | $ 27 | $ 9,705 |
Interim Financial Information_3
Interim Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2019 | May 25, 2019 | Feb. 23, 2019 | Nov. 24, 2018 | Aug. 25, 2018 | May 26, 2018 | Feb. 24, 2018 | Nov. 25, 2017 | Aug. 31, 2019 | Aug. 25, 2018 | Aug. 26, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 530,396 | $ 528,940 | $ 432,690 | $ 493,648 | $ 536,188 | $ 562,261 | $ 468,359 | $ 450,021 | $ 1,985,674 | $ 2,016,829 | $ 1,547,119 |
Gross profit | 83,188 | 86,584 | 66,429 | 70,996 | 83,830 | 85,514 | 67,661 | 62,831 | 307,197 | 299,836 | 222,577 |
Operating income | 44,765 | 48,974 | 28,903 | 32,625 | 45,688 | 48,277 | 35,251 | 31,176 | 155,267 | 160,392 | 125,106 |
Net income | $ 31,868 | $ 36,171 | $ 21,598 | $ 22,161 | $ 29,790 | $ 32,521 | $ 22,088 | $ 17,958 | $ 111,798 | $ 102,357 | $ 71,330 |
Net income (loss) per share (basic) (in dollars per share) | $ 1.01 | $ 1.15 | $ 0.68 | $ 0.70 | $ 0.94 | $ 1.03 | $ 0.70 | $ 0.57 | $ 3.55 | $ 3.24 | $ 2.33 |
Net income (loss) per share (diluted) (in dollars per share) | $ 1.01 | $ 1.14 | $ 0.68 | $ 0.70 | $ 0.94 | $ 1.02 | $ 0.69 | $ 0.57 | $ 3.52 | $ 3.22 | $ 2.32 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Work-in-process inventory error correction | $ 10,800 |