Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Aug. 28, 2021 | Oct. 15, 2021 | Feb. 27, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Aug. 28, 2021 | ||
Current Fiscal Year End Date | --08-28 | ||
Document Transition Report | false | ||
Entity File Number | 001-06403 | ||
Entity Registrant Name | WINNEBAGO INDUSTRIES, INC. | ||
Entity Incorporation, State or Country Code | IA | ||
Entity Tax Identification Number | 42-0802678 | ||
Entity Address, Address Line One | P.O. Box 152, | ||
Entity Address, City or Town | Forest City, | ||
Entity Address, State or Province | IA | ||
Entity Address, Postal Zip Code | 50436 | ||
City Area Code | 641 | ||
Local Phone Number | 585‑3535 | ||
Title of each class | Common Stock, $0.50 par value per share | ||
Trading Symbol(s) | WGO | ||
Name of each exchange on which registered | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,253,260,000 | ||
Entity Common Stock, Shares Outstanding | 33,460,085 | ||
Documents Incorporated by Reference | Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report for the registrant's 2021 Annual Meeting of Shareholders to be held on December 14, 2021 (the "2021 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K | ||
Entity Central Index Key | 0000107687 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenues | $ 3,629,847 | $ 2,355,533 | $ 1,985,674 |
Cost of goods sold | 2,979,484 | 2,042,605 | 1,678,477 |
Gross profit | 650,363 | 312,928 | 307,197 |
Selling, general, and administrative expenses | 228,581 | 177,061 | 142,295 |
Amortization | 14,361 | 22,104 | 9,635 |
Total operating expenses | 242,942 | 199,165 | 151,930 |
Operating income | 407,421 | 113,763 | 155,267 |
Interest expense, net | 40,365 | 37,461 | 17,939 |
Non-operating income | (394) | (974) | (1,581) |
Income before income taxes | 367,450 | 77,276 | 138,909 |
Provision for income taxes | 85,579 | 15,834 | 27,111 |
Net income | $ 281,871 | $ 61,442 | $ 111,798 |
Earnings Per Share [Abstract] | |||
Basic (in dollars per share) | $ 8.41 | $ 1.85 | $ 3.55 |
Diluted (in dollars per share) | $ 8.28 | $ 1.84 | $ 3.52 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 33,528 | 33,236 | 31,536 |
Diluted (in shares) | 34,056 | 33,454 | 31,721 |
Other comprehensive income (loss), net of tax: | |||
Amortization of net actuarial loss (net of tax of $12, $12, and $10) | $ 35 | $ 33 | $ 32 |
Interest rate swap activity (net of tax of $0, $22, and $454) | 0 | (68) | (1,415) |
Other comprehensive income (loss) | 35 | (35) | (1,383) |
Comprehensive income | $ 281,906 | $ 61,407 | $ 110,415 |
Consolidated Statements of In_2
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Other comprehensive income (loss), net of tax: | |||
Amortization of net actuarial loss, tax | $ 12 | $ 12 | $ 10 |
Change in fair value of interest rate swap, tax | $ 0 | $ 22 | $ 454 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Current assets | ||
Cash and cash equivalents | $ 434,563 | $ 292,575 |
Receivables, less allowance for doubtful accounts ($307 and $353, respectively) | 253,808 | 220,798 |
Inventories | 341,473 | 182,941 |
Prepaid expenses and other current assets | 29,069 | 17,296 |
Total current assets | 1,058,913 | 713,610 |
Property, plant, and equipment, net | 191,427 | 174,945 |
Goodwill | 348,058 | 348,058 |
Other intangible assets, net | 390,407 | 404,768 |
Investment in life insurance | 28,821 | 27,838 |
Operating lease assets | 28,379 | 29,463 |
Other assets | 16,562 | 15,018 |
Total assets | 2,062,567 | 1,713,700 |
Current liabilities | ||
Accounts payable | 180,030 | 132,490 |
Income taxes payable | 8,043 | 8,840 |
Accrued expenses | ||
Accrued compensation | 67,541 | 36,533 |
Product warranties | 91,222 | 64,031 |
Self-insurance | 19,296 | 17,437 |
Promotional | 10,040 | 12,543 |
Accrued interest and dividends | 10,720 | 4,832 |
Other current liabilities | 20,384 | 23,684 |
Total current liabilities | 407,276 | 300,390 |
Non-current liabilities | ||
Long-term debt, net | 528,559 | 512,630 |
Deferred income taxes | 13,429 | 15,608 |
Unrecognized tax benefits | 6,483 | 6,511 |
Operating lease liabilities | 26,745 | 27,048 |
Deferred compensation benefits, net of current portion | 9,550 | 11,130 |
Other long-term liabilities | 13,582 | 12,917 |
Total liabilities | 1,005,624 | 886,234 |
Contingent liabilities and commitments (Note 12) | ||
Shareholders' equity | ||
Preferred stock, par value $0.01: 10,000 shares authorized; Zero shares issued and outstanding | 0 | 0 |
Common stock, par value $0.50: 120,000 shares authorized; 51,776 shares issued and outstanding | 25,888 | 25,888 |
Additional paid-in capital | 218,490 | 203,791 |
Retained earnings | 1,172,996 | 913,610 |
Accumulated other comprehensive loss | (491) | (526) |
Treasury stock, at cost: 18,713 and 18,133 shares, respectively | (359,940) | (315,297) |
Total shareholders' equity | 1,056,943 | 827,466 |
Total liabilities and shareholders' equity | $ 2,062,567 | $ 1,713,700 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Current assets | ||
Receivables, less allowance for doubtful accounts | $ 307 | $ 353 |
Shareholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.50 | $ 0.50 |
Common stock, par value, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 51,776,000 | 51,776,000 |
Common stock, shares outstanding (in shares) | 51,776,000 | 51,776,000 |
Treasury stock, at cost, shares (in shares) | 18,713,000 | 18,133,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Operating Activities | |||
Net income | $ 281,871 | $ 61,442 | $ 111,798 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | 18,201 | 15,997 | 13,682 |
Amortization | 14,361 | 22,104 | 9,635 |
Non-cash interest expense, net | 13,928 | 10,727 | 0 |
Amortization of debt issuance costs | 2,465 | 7,379 | 1,612 |
Last in, first-out expense | 3,131 | (5,188) | 2,258 |
Stock-based compensation | 15,347 | 6,475 | 7,058 |
Deferred income taxes | (2,190) | (879) | 7,984 |
Deferred compensation expense | 1,087 | 1,070 | 1,056 |
Other, net | (4,665) | 1,335 | 257 |
Change in operating assets and liabilities, net of assets and liabilities acquired | |||
Receivables, net | (33,034) | (25,773) | 6,418 |
Inventories, net | (161,663) | 105,994 | (8,256) |
Prepaid expenses and other assets | (6,560) | (358) | (4,499) |
Accounts payable | 51,478 | 37,041 | 907 |
Income taxes and unrecognized tax benefits | (3,721) | 11,422 | (13,810) |
Accrued expenses and other liabilities | 47,243 | 21,646 | (2,350) |
Net cash provided by operating activities | 237,279 | 270,434 | 133,750 |
Investing Activities | |||
Purchases of property, plant, and equipment | (44,891) | (32,377) | (40,858) |
Acquisition of business, net of cash acquired | 0 | (260,965) | (702) |
Proceeds from the sale of property, plant, and equipment | 12,452 | 0 | 148 |
Other, net | (570) | 266 | 2,476 |
Net cash used in investing activities | (33,009) | (293,076) | (38,936) |
Financing Activities | |||
Borrowings on long-term debt | 3,627,627 | 2,786,824 | 891,892 |
Repayments on long-term debt | (3,627,627) | (2,446,824) | (930,424) |
Purchase of convertible bond hedge | 0 | (70,800) | 0 |
Proceeds from issuance of warrants | 0 | 42,210 | 0 |
Payments of cash dividends | (16,168) | (14,588) | (13,670) |
Payments for repurchases of common stock | (47,589) | (1,844) | (8,171) |
Payments of debt issuance costs | (224) | (18,030) | 0 |
Other, net | 1,699 | 838 | 648 |
Net cash (used in) provided by financing activities | (62,282) | 277,786 | (59,725) |
Net increase in cash and cash equivalents | 141,988 | 255,144 | 35,089 |
Cash and cash equivalents at beginning of period | 292,575 | 37,431 | 2,342 |
Cash and cash equivalents at end of period | 434,563 | 292,575 | 37,431 |
Supplemental Disclosures | |||
Income taxes paid, net | 88,698 | 3,667 | 37,061 |
Interest paid | 24,119 | 17,253 | 14,921 |
Non-cash investing and financing activities | |||
Issuance of common stock for acquisition of business | 0 | 92,572 | 0 |
Capital expenditures in accounts payable | 3,760 | 178 | 387 |
Dividends declared not yet paid | $ 6,497 | $ 180 | $ 59 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Aug. 25, 2018 | 51,776,000 | (20,243,000) | ||||
Balance at beginning of year at Aug. 25, 2018 | $ 534,445 | $ 25,888 | $ 86,223 | $ 768,816 | $ 892 | $ (347,374) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 7,075 | 6,993 | $ 82 | |||
Stock-based compensation, net of forfeitures (in shares) | 5,000 | |||||
Issuance of stock | 2,176 | (2,031) | $ 4,207 | |||
Issuance of stock (in shares) | 244,000 | |||||
Repurchase of common stock (in shares) | (268,000) | |||||
Repurchase of common stock | (8,171) | $ (8,171) | ||||
Common stock dividends declared | (13,728) | (13,728) | ||||
Total comprehensive income | (1,383) | (1,383) | ||||
Net income | 111,798 | 111,798 | ||||
Ending balance (in shares) at Aug. 31, 2019 | 51,776,000 | (20,262,000) | ||||
Balance at end of year at Aug. 31, 2019 | 632,212 | $ 25,888 | 91,185 | 866,886 | (491) | $ (351,256) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 6,475 | 6,446 | $ 29 | |||
Stock-based compensation, net of forfeitures (in shares) | 0 | |||||
Issuance of stock | 1,200 | (1,813) | $ 3,013 | |||
Issuance of stock (in shares) | 174,000 | |||||
Issuance of stock for acquisition | 92,572 | 57,811 | $ 34,761 | |||
Issuance of stock for acquisition (in shares) | 2,000,000 | |||||
Repurchase of common stock (in shares) | (45,000) | |||||
Repurchase of common stock | (1,844) | $ (1,844) | ||||
Common stock dividends declared | (14,718) | (14,718) | ||||
Total comprehensive income | (35) | (35) | ||||
Equity component of convertible senior notes and offering costs, net of tax of $20,840 | 61,335 | 61,335 | ||||
Convertible note hedge purchase, net of tax of $17,417 | (53,383) | (53,383) | ||||
Issuance of warrants | 42,210 | 42,210 | ||||
Net income | $ 61,442 | 61,442 | ||||
Ending balance (in shares) at Aug. 29, 2020 | 51,776,000 | 51,776,000 | (18,133,000) | |||
Balance at end of year at Aug. 29, 2020 | $ 827,466 | $ 25,888 | 203,791 | 913,610 | (526) | $ (315,297) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 15,347 | 15,323 | $ 24 | |||
Stock-based compensation, net of forfeitures (in shares) | 1,000 | |||||
Issuance of stock | 2,298 | (624) | $ 2,922 | |||
Issuance of stock (in shares) | 166,000 | |||||
Repurchase of common stock (in shares) | (747,000) | |||||
Repurchase of common stock | (47,589) | $ (47,589) | ||||
Common stock dividends declared | (22,485) | (22,485) | ||||
Total comprehensive income | 35 | 35 | ||||
Net income | $ 281,871 | 281,871 | ||||
Ending balance (in shares) at Aug. 28, 2021 | 51,776,000 | 51,776,000 | (18,713,000) | |||
Balance at end of year at Aug. 28, 2021 | $ 1,056,943 | $ 25,888 | $ 218,490 | $ 1,172,996 | $ (491) | $ (359,940) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock dividends (in dollars per share) | $ 0.66 | $ 0.45 | $ 0.43 |
Equity component of convertible senior notes and offering costs, tax | $ 20,840 | ||
Convertible note hedge purchase, tax | $ 17,417 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Aug. 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Nature of Operations Winnebago Industries, Inc. is one of the leading North American manufacturers of recreation vehicles ("RV"s) and marine products with a diversified portfolio used primarily in leisure travel and outdoor recreational activities. We produce our motorhome units in Iowa and Indiana; our towable units in Indiana; and our marine units in Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Other products manufactured by the Company consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. Consolidation The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly owned subsidiaries. Significant intercompany account balances and transactions have been eliminated. The use of the terms "Winnebago Industries," "Winnebago," "the Company," "we," "our," and "us" in this Annual Report on Form 10-K, unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries. Fiscal Period We have a 5-4-4 quarterly accounting cycle with the fiscal year ending on the last Saturday in August. Fiscal 2021 is a 52-week year, Fiscal 2020 was a 52-week year, and 2019 was a 53-week year. 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 represent cash, demand deposits and highly liquid investments with original maturities of three months or less that are not legally restricted. Cash equivalents are recorded at cost, which approximates fair value. Receivables Receivables consist principally of amounts due from our dealer network for RVs and boats sold. We record an allowance using a model to reduce receivables by the expected credit loss and consider factors such as financial condition of the dealer, specific collection issues and current economic conditions. If there is a deterioration of a dealer's financial condition, if we become aware of additional information related to credit worthiness or if future actual default rates on receivables differ from those currently anticipated, we may adjust the allowance for doubtful accounts, which would affect earnings in the period the adjustments are made. Inventories Generally, inventories are stated at the lower of cost or net realizable value determined under the First-in, First-out basis ("FIFO"), except for the Company's Winnebago Motorhome operating segment which is determined using the Last-in, First-out ("LIFO") basis. Manufacturing cost includes materials, labor, and 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 20-40 years Machinery and equipment 3-10 years Software 5-10 years Transportation equipment 3-6 years Goodwill and Indefinite-Lived Intangible Assets Goodwill Goodwill is tested for impairment at least annually, during the fourth quarter and whenever events occur or circumstances change that would indicate the carrying value may not be recoverable. Impairment testing for goodwill is performed at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as the operating segments as defined in Note 3. We 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 value. If it is more likely than not that an impairment has occurred, we then perform the quantitative goodwill impairment test. If we perform the quantitative test, the carrying value of the reporting unit is compared 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 an income approach weighting a discounted cash flow model and a market approach 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 plans, business trends, prospects, market and economic conditions, and market-participant considerations. If the quantitative assessment of goodwill impairment fails, an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value will be recognized. During the fourth quarter of Fiscal 2021, we completed the annual impairment analysis. We elected to rely on a qualitative assessment for the Grand Design reporting unit and performed a quantitative analysis for the Chris-Craft and Newmar reporting units resulting in the fair value exceeding the carrying value. No impairment was indicated for the years ended August 28, 2021. August 29, 2020, or August 31, 2019. Trade names We have indefinite-lived intangible assets for trade names related to Newmar within the Motorhome segment, Grand Design within the Towable segment, and Chris-Craft within the 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. We utilized the relief from the royalty method, which required significant judgment, if a quantitative analysis is required to determine the fair value of the trade name. Actual results may differ from assumed and estimated amounts utilized in the analysis. If we conclude an impairment exists, the asset's carrying value will be written down to its fair value. During the fourth quarter of Fiscal 2021, we completed the annual impairment analysis. No impairment was indicated for the years ended August 28, 2021. August 29, 2020, or August 31, 2019. Long-Lived Assets Long-lived assets, which include property, plant and equipment, definite-lived intangible assets subject to amortization, primarily the dealer network, and right-of-use assets are assessed for impairment whenever events or changes in circumstances such as asset utilization, physical change, legal factors or other matters indicate the carrying value of those assets may not be recoverable from future undiscounted 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 the asset and other long-lived assets is regularly evaluated. No impairment loss of any long-lived asset was identified for the years ended August 28, 2021, August 29, 2020, or August 31, 2019. Self-Insurance Generally, we self-insure 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 who use historical claims experience and various state statutes to assist in the determination of the 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 $0.3 million per occurrence and an aggregate retention of 125% of expected annual claims. We maintain excess liability insurance with outside insurance carriers to minimize the risks related to catastrophic claims in excess of 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 operating results. Balances are included within self-insurance (accrued expenses) on our Consolidated Balance Sheets. Income Taxes In preparing these financial statements, we are required to estimate the income taxes in each of the jurisdictions in which we operate. This process involves estimating the 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 on the Consolidated Balance Sheets. We then assess the likelihood that the deferred tax assets will be realized based on future taxable income and, to the extent that recovery is not likely, a valuation allowance is established. To the extent we establish a valuation allowance or change this allowance in a period, an expense or a benefit is included within the tax provision on the 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 (customers). Unit revenue is recognized at a point-in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from the manufacturing facilities by the customer. 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. We recognize revenue based on an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. Our transaction price consideration is fixed, unless otherwise disclosed as variable consideration. The amount of consideration received and recorded to revenue can vary with changes in marketing incentives and discounts offered to customers. These marketing incentives and discounts are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. Our payment terms are typically before or on delivery, and do not include a significant financing component. Net revenue includes shipping and handling charges billed directly to customers, and we also generate income through the sale of certain parts and services, acting as the principal in these arrangements. We have made an accounting policy election 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. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected. 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. 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. The revenue standard requirements are applied 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. Refer to Note 13 for additional information. Advertising Advertising costs, which consist primarily of literature and trade shows, were $11,634, $12,540, and $8,284 in Fiscal 2021, 2020, and 2019, respectively. Advertising costs are included in selling, general, and administrative expenses and are expensed as incurred on the Consolidated Statements of Income and Comprehensive Income. CARES Act The Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law on March 27, 2020 to help alleviate the impact of the COVID-19 pandemic in the U.S. We are taking advantage of the employer payroll tax deferral offered by the CARES Act, which allows us to defer the payment of employer payroll taxes for the period from March 27, 2020 to December 31, 2020. The deferred employer payroll tax liability was $16,223 and $7,828 as of August 28, 2021 and August 29, 2020, respectively, and will be payable in equal installments in December 2021 and December 2022. We also took advantage of a tax credit granted to companies under the CARES Act who continued to pay their employees when operations were fully or partially suspended. The refundable tax credit available through the end of our third quarter of Fiscal 2020, and the balance as of August 29, 2020, reflected in cost of goods sold on the Consolidated Statements of Income and Comprehensive Income was approximately $3,999. The entire amount is expected to be received by the end of calendar year 2021. As of August 28, 2021, $3,202 remains outstanding within other current assets on the Consolidated Balance Sheets. Subsequent Events We have evaluated events occurring between the end of the most recent fiscal year and the date the financial statements were issued. There were no material subsequent events except as disclosed in Note 14 and below: On August 31, 2021, we completed our acquisition of all the equity interests of Barletta, a manufacturer of high-quality, premium pontoon boats. We acquired Barletta for a fixed purchase price of $255.0 million, subject to working capital and other adjustments, and contingent consideration subject to earnout provisions. The purchase price included an upfront payment at closing of $255.0 million funded with $230.0 million of cash on hand and $25.0 million in common stock issued to the sellers. The contingent consideration includes both a potential stock payout as well as potential cash payment based on achievement of certain financial performance metrics over the next few years. The maximum payout under the earnout is $50.0 million in cash and $15.0 million in common stock if all metrics are achieved. The final amount of shares to be issued for both the fixed purchase price and contingent consideration is subject to a weighted average share price calculation. The acquisition of Barletta will result in a newly created Marine reportable segment beginning in the first quarter of our Fiscal 2022 that will include Barletta and the existing Chris-Craft operating segment. On October 13, 2021, our Board of Directors authorized a new share repurchase program in the amount of $200.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program. Recently Adopted Accounting Pronouncements Accounting Standards Codification ("ASC") Topic 326, Financial Instruments—Credit Losses , was adopted in the first quarter of Fiscal 2021. The new standard changes the accounting for credit losses on instruments measured at amortized costs, such as accounts receivables and deposits by adding an impairment model that is based on expected losses rather than incurred losses. An entity will recognize as an allowance its estimate of expected credit losses, which is believed to result in more timely recognition of such losses as the standard eliminates the probable initial recognition threshold. We adopted the new standard using the modified retrospective approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to our opening retained earnings as of August 30, 2020. As a result, we did not adjust comparative period financial information for periods before the effective date. No incremental allowance for credit losses has been recognized in Fiscal 2021 as a result of the adoption. The adoption of this standard did not have a material impact on our financial condition, results of operations or disclosures. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) which reduces the number of models used to account for convertible instruments, amends diluted earnings per share ("EPS") calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. Certain disclosure requirements were also added to increase transparency and decision-usefulness regarding a convertible instrument's terms and features. Additionally, the if-converted method for including convertible instruments must be used in diluted EPS as opposed to the treasury stock method. The new guidance is effective for annual reporting periods beginning after December 15, 2021, which is our Fiscal 2023. Early adoption is permitted using either a modified retrospective or full retrospective approach. We expect to adopt the new guidance in the first quarter of Fiscal 2023 and have not yet evaluated the impact the adoption of this guidance will have on our financial condition, results of operations or disclosures; however, the new guidance is expected to change the Company's diluted EPS reporting. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by this guidance apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. This guidance is not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The guidance can be applied immediately through December 31, 2022. We will adopt this standard when LIBOR is discontinued and do not expect a material impact to our financial condition, results of operations or disclosures based on the current debt portfolio and capital structure. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which eliminates certain exceptions to Topic 740's general principles, improves consistent application and simplifies its application. The standard is effective for annual reporting periods beginning after December 15, 2020, which is our Fiscal 2022, including interim periods within those annual reporting periods. We expect to adopt the new guidance in the first quarter of Fiscal 2022. We have evaluated the standard and there will not be a material impact to our financial condition, results of operations or disclosures. |
Business Combinations
Business Combinations | 12 Months Ended |
Aug. 28, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Newmar Corporation On November 8, 2019, pursuant to the terms of the Stock Purchase Agreement dated September 15, 2019 (the "Purchase Agreement"), Winnebago completed the acquisition of 100% of Newmar Corporation, Dutch Real Estate Corp., New-Way Transport, and New-Serv (collectively “Newmar”). Newmar is a leading manufacturer of Class A and Super C motorized recreation vehicles that are sold through an established network of independent authorized dealers throughout North America. The following table summarizes the total consideration paid for Newmar, which was subject to purchase price adjustments as stipulated in the Purchase Agreement: (in thousands, except for share data) November 8, 2019 Cash $ 264,434 Winnebago Industries shares: 2,000,000 at $46.29 92,572 Total $ 357,006 The cash portion of the purchase price of the acquisition and certain transaction expenses were funded through the private placement of convertible senior notes (as further described in Note 9) and cash on hand. The stock consideration was discounted by 7.0% due to lack of marketability because of the one-year lock-up restrictions. The total purchase price was allocated to the net tangible and intangible assets of Newmar acquired, based on their fair values at the date of the acquisition. We believe that the information provides a reasonable basis for estimating the fair values. During the third quarter of Fiscal 2020, we finalized the valuation and completed the purchase price allocation, which included purchase price adjustments of $3,316. The following table summarizes the final fair values assigned to the Newmar net assets acquired and the determination of net assets: November 8, 2019 Cash $ 3,469 Accounts receivable 37,147 Inventories 82,621 Prepaid expenses and other assets 9,830 Property, plant, and equipment 31,143 Goodwill 73,127 Other intangible assets 172,100 Total assets acquired 409,437 Accounts payable 14,023 Accrued compensation 4,306 Product warranties 15,147 Promotional 6,351 Other 11,636 Deferred tax liabilities 968 Total liabilities assumed 52,431 Total purchase price $ 357,006 The goodwill, recognized in our Motorhome segment, 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. The full amount of goodwill is deductible for tax purposes. The following table summarizes the other intangible assets acquired: November 8, 2019 Useful Life-Years Trade name $ 98,000 Indefinite Dealer network 64,000 12.0 Backlog 8,800 0.5 Non-compete agreements 1,300 5.0 The fair value of the trade name and dealer network were estimated using an income approach. Under the income approach, an intangible asset's fair value is equal to the present value of the future economic benefits to be derived from ownership of the asset,using the relief from royalty method. The relief from royalty method is based on the hypothetical royalty stream that would be received if we were to license the trade name and was based on expected revenues. The fair value of the dealer network was estimated using the cost to recreate/cost saving method. This method uses the replacement of the asset as an indicator of the fair value of the asset. The useful lives of the intangibles were determined considering the expected cash flows used to measure the fair value of the intangible assets adjusted for the entity-specific factors including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life of intangible assets. On the acquisition date, amortizable intangible assets had a weighted-average useful life of approximately 10.5 years. The results of Newmar's operations have been included in our Consolidated Financial Statements from the close of the acquisition within the Motorhome segment. The following table provides net revenues and operating income from the Newmar operating segment included in our consolidated results following the November 8, 2019 closing date: 2020 Net revenues $ 388,383 Net income (loss) (3,642) The following unaudited pro forma information represents our results of operations as if the Fiscal 2020 acquisition of Newmar had occurred at the beginning of Fiscal 2019: 2020 2019 Net revenues $ 2,508,792 $ 2,645,914 Net income 72,609 101,692 Earnings per share - basic $ 2.16 $ 3.03 Earnings per share - diluted $ 2.11 $ 3.02 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 Newmar had occurred at the beginning of Fiscal 2019: 2020 2019 Amortization of intangibles (1 year or less useful life) (1) $ 13,610 $ (13,610) Increase in amortization of intangible assets (2) (1,061) (5,578) Expenses related to business combination (transaction costs) (3) 9,761 (9,950) Interest to reflect new debt structure (4) (4,356) (19,155) Taxes related to the adjustments to the pro forma data and to the net income of Newmar (5) (2,968) 2,686 (1) Includes amortization adjustments for the backlog intangible asset and the fair-value inventory adjustment. (2) Includes amortization adjustments for the dealer network and non-compete intangible assets. (3) Pro forma transaction costs include $652 incurred prior to the acquisition. (4) Includes adjustments for cash and non-cash interest expense as well as deferred financing costs. Refer to Note 9 for additional information on our new debt structure as a result of the acquisition. (5) Calculated using our U.S. federal statutory rate of 21.0%. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction actually taken place at the beginning of Fiscal 2019, 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. Total transaction costs related to the Newmar acquisition were $10,413, of which $9,761 were expensed during Fiscal 2020 and $652 were expensed during the fourth quarter of Fiscal 2019. There were no transaction costs related to the acquisition of Newmar that were incurred during Fiscal 2021. Transaction costs are included in Selling, general, and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income. |
Business Segments
Business Segments | 12 Months Ended |
Aug. 28, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We have identified six operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine and 6) Winnebago specialty vehicles. Financial performance is evaluated based on each operating segment's Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined below, which excludes certain corporate administration expenses and non-operating income and expense. Our two reportable segments are: Towable (an aggregation of the Grand Design towables and the Winnebago towables operating segments) and Motorhome (an aggregation of the Winnebago motorhomes and Newmar motorhomes operating segments). Towable is comprised of non-motorized products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome is comprised of products that include a motorized chassis, along with other related manufactured products and services. The Corporate / All Other category includes the Chris-Craft marine and Winnebago specialty vehicles operating segments as well as certain corporate administration expenses related to the oversight of the enterprise, such as corporate leadership and administration costs. Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category. The Company's Chief Executive Officer (the Chief Operating Decision Maker ("CODM")) regularly reviews consolidated financial results in their entirety and operating segment financial information through Adjusted EBITDA and has ultimate responsibility for enterprise decisions. Our CODM is responsible for allocating resources and assessing performance of the consolidated enterprise, reportable segments and operating segments. Management of each operating segment has responsibility for operating decisions, allocating resources and assessing performance within their respective operating segment. The accounting policies of both reportable segments are the same as those described in Note 1. We monitor and evaluate operating performance of our reportable segments based on Adjusted EBITDA. We believe disclosing Adjusted EBITDA is useful to securities analysts, investors and other interested parties when evaluating companies in our industries. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other pretax adjustments made in order to present comparable results period over period. Examples of items excluded from Adjusted EBITDA include acquisition-related fair-value inventory step-up, acquisition-related costs, restructuring expenses, gain or loss on sale of property, plant and equipment, and non-operating income. Financial information by reportable segment is as follows: 2021 2020 2019 Net Revenues Towable $ 2,009,959 $ 1,227,567 $ 1,197,327 Motorhome 1,539,084 1,056,794 706,927 Corporate / All Other 80,804 71,172 81,420 Consolidated $ 3,629,847 $ 2,355,533 $ 1,985,674 Adjusted EBITDA Towable $ 289,007 $ 148,276 $ 163,677 Motorhome 169,205 32,949 27,455 Corporate / All Other (22,145) (13,150) (11,480) Consolidated $ 436,067 $ 168,075 $ 179,652 Capital Expenditures Towable $ 25,121 $ 13,389 $ 27,679 Motorhome 17,604 15,061 9,969 Corporate / All Other 2,166 3,927 3,210 Consolidated $ 44,891 $ 32,377 $ 40,858 August 28, 2021 August 29, 2020 Total Assets Towable $ 790,257 $ 718,253 Motorhome 728,060 600,304 Corporate / All Other 544,250 395,143 Consolidated $ 2,062,567 $ 1,713,700 Reconciliation of net income to consolidated Adjusted EBITDA is as follows: 2021 2020 2019 Net income $ 281,871 $ 61,442 $ 111,798 Interest expense 40,365 37,461 17,939 Provision for income taxes 85,579 15,834 27,111 Depreciation 18,201 15,997 13,682 Amortization 14,361 22,104 9,635 EBITDA 440,377 152,838 180,165 Acquisition-related fair-value inventory step-up — 4,810 — Acquisition-related costs 725 9,761 — Restructuring (1) 112 1,640 1,068 Gain on sale of property, plant and equipment (4,753) — — Non-operating income (394) (974) (1,581) Adjusted EBITDA $ 436,067 $ 168,075 $ 179,652 (1) Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation. Net revenues by geography are as follows: 2021 2020 2019 United States $ 3,410,588 $ 2,225,028 $ 1,836,472 International 219,259 130,505 149,202 Net revenues $ 3,629,847 $ 2,355,533 $ 1,985,674 |
Derivatives, Investments, and F
Derivatives, Investments, and Fair Value Measurements | 12 Months Ended |
Aug. 28, 2021 | |
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 In determining the fair value of financial assets and liabilities, we utilize market data or other assumptions that we believe market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with the Company as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1 — Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date. Level 2 — Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are as follows: Fair Value at Fair Value Hierarchy August 28, 2021 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 940 $ 940 $ — $ — International equity funds 41 41 — — Fixed income funds 46 46 — — Total assets at fair value $ 1,027 $ 1,027 $ — $ — Fair Value at Fair Value Hierarchy August 29, 2020 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 626 $ 626 $ — $ — International equity funds 34 34 — — Fixed income funds 50 50 — — Total assets at fair value $ 710 $ 710 $ — $ — 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, used to fund the Executive Share Option Plan and the Executive Deferred Compensation Plan, are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. Refer to Note 11 for additional information regarding these plans. The proportion of the assets that will fund options which expire within a year are included in prepaid expenses and other assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other long-term assets on the Consolidated Balance Sheets. Interest Rate Swap Contract On March 6, 2020, we entered into an interest rate swap agreement for an incremental notional amount of $25.0 million to exchange floating for fixed rate interest payments for our LIBOR-based borrowings. The interest rate swap had a fair value of zero at inception, was effective March 10, 2020 and had been designated as a cash flow hedge. The interest rate swap agreement, with a maturity date of March 4, 2025, converted our interest rate payments on $25.0 million of variable-rate, 1-month LIBOR-based debt to a fixed interest rate of 1.265%. In the fourth quarter of Fiscal 2020, we exited the swap contract prior to its expiration on March 4, 2025. On March 2, 2020, we entered into an interest rate swap agreement for an incremental notional amount of $25.0 million to exchange floating for fixed rate interest payments for our LIBOR-based borrowings. The interest rate swap had a fair value of zero at inception, was effective March 4, 2020 and had been designated as a cash flow hedge. The interest rate swap agreement, with a maturity date of March 4, 2025, converted our interest rate payments on $25.0 million of variable-rate, 1-month LIBOR-based debt to a fixed interest rate of 1.364%. In the fourth quarter of Fiscal 2020, we exited the swap contract prior to its expiration on March 4, 2025. On January 23, 2017, we entered into an interest rate swap contract, which effectively fixed the interest rate on the $300.0 million loan agreement ("Term Loan") for a notional amount that reduced each December during the swap contract. In July 2020, the remaining payments of the Term Loan were paid in full using the proceeds from our Senior Secured Notes offering. In the first quarter of Fiscal 2020, we exited the swap contract prior to its expiration on December 8, 2020. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain financial instruments are measured at fair value on a nonrecurring basis. These assets primarily include goodwill, intangible assets, property, plant and equipment, and right-of-use lease assets. These assets were originally recognized at amounts equal to the fair value determined at date of acquisition or purchase. If certain triggering events occur, or if an annual impairment test is required, we will evaluate the non-financial asset for impairment. If an impairment has occurred, the asset will be written down to its current estimated fair value. No impairments were recorded for non-financial assets in Fiscal 2021, 2020, and 2019. Assets and Liabilities Not Measured at Fair Value Certain financial instruments are not measured at fair value but are recorded at carrying amounts approximating fair value based on their short-term nature. These financial instruments include cash and cash equivalents, receivables, accounts payable, other payables, and long-term debt. 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 for information about the fair value of our long-term debt. |
Inventories
Inventories | 12 Months Ended |
Aug. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: August 28, 2021 August 29, 2020 Finished goods $ 12,243 $ 17,141 Work-in-process ("WIP") 184,611 86,651 Raw materials 183,583 114,982 Total 380,437 218,774 Less: Excess of FIFO over LIFO cost 38,964 35,833 Inventories, net $ 341,473 $ 182,941 Inventory valuation methods consist of the following: August 28, 2021 August 29, 2020 LIFO basis $ 139,544 $ 88,675 First-in, first-out basis 240,893 130,099 Total $ 380,437 $ 218,774 The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates. In Fiscal 2020, a reduction of inventory quantities resulted in a liquidation of LIFO inventory layers (a "LIFO decrement"). A LIFO decrement results in the erosion of layers created in earlier years, and, therefore, a LIFO layer is not created for years that have decrements. We had a decrement of our LIFO inventory layers of $5,188 in Fiscal 2020. We did not have a decrement of our LIFO inventory layers in Fiscal 2021. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Aug. 28, 2021 | |
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: August 28, 2021 August 29, 2020 Land $ 9,111 $ 11,101 Buildings and building improvements 147,629 144,565 Machinery and equipment 121,911 117,370 Software 36,815 28,456 Transportation 5,335 4,913 Construction in progress 31,137 20,778 Property, plant, and equipment, gross 351,938 327,183 Less: Accumulated depreciation 160,511 152,238 Property, plant, and equipment, net $ 191,427 $ 174,945 Depreciation expense charged to operations was $18,201, $15,997, and $13,682 for Fiscal 2021, 2020, and 2019, respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Aug. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in carrying value of goodwill by reportable segment, with no accumulated impairment losses, for Fiscal 2021, 2020, and 2019 are as follows: Towable Motorhome Corporate / All Other Total Balance, August 25, 2018 $ 244,684 $ — $ 29,686 $ 274,370 Chris-Craft purchase price adjustment — — 561 561 Balance, August 31, 2019 $ 244,684 $ — $ 30,247 $ 274,931 Acquisition of Newmar (1) — 73,127 — 73,127 Balance, August 29, 2020 and August 28, 2021 $ 244,684 $ 73,127 $ 30,247 $ 348,058 (1) Refer to Note 2 for additional information on the acquisition of Newmar. The valuation used to test goodwill for impairment is dependent upon a number of significant estimates and assumptions, including macroeconomic conditions, growth rates, competitive activities, cost containment, margin expansion and our business plans. We believe these estimates and assumptions are reasonable. However, future changes in the judgments, assumptions and estimates that are used in our goodwill impairment analysis, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values. We have no accumulated impairment losses as of August 28, 2021. While the Chris-Craft reporting unit's fair value exceeded its respective carrying value, the fair value cushion was not substantial and could be impacted if projected operating results are not met or other significant assumptions referenced above change. Other intangible assets, net of accumulated amortization, consist of the following August 28, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 275,250 275,250 Dealer networks 159,581 $ 45,652 $ 113,929 Backlog 28,327 28,327 — Non-compete agreements 6,647 5,419 1,228 Other intangible assets 469,805 79,398 390,407 August 29, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 275,250 $ 275,250 Dealer networks 159,581 $ 32,487 127,094 Backlog 28,327 28,327 — Non-compete agreements 6,647 4,223 2,424 Other intangible assets 469,805 65,037 404,768 The weig hted average remaining amortization period for finite-lived intangible assets as of August 28, 2021 was approximatel y nine years . Estimated future amortization expense related to finite-lived intangible assets is as follows: Amortization Fiscal 2022 $ 13,719 Fiscal 2023 13,526 Fiscal 2024 13,424 Fiscal 2025 13,219 Fiscal 2026 13,165 Thereafter 48,104 Total amortization expense remaining $ 115,157 |
Product Warranties
Product Warranties | 12 Months Ended |
Aug. 28, 2021 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | 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 expires to help protect the reputation of our products and maintain 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 products, we also occasionally incur costs as a result of additional service actions not covered by warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions when probable and estimable, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate. Changes in the product warranty liability are as follows: 2021 2020 2019 Balance at beginning of year $ 64,031 $ 44,436 $ 40,498 Business acquisitions (1) — 15,147 — Provision 89,951 61,898 45,902 Claims paid (62,760) (57,450) (41,964) Balance at end of year $ 91,222 $ 64,031 $ 44,436 (1) Refer to Note 2 for additional information on the acquisition of Newmar. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Aug. 28, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). The Senior Secured Notes were issued in accordance with an Indenture dated as of July 8, 2020 (the “Indenture”). The Senior Secured Notes will mature on July 15, 2028 unless earlier redeemed or repurchased. Interest on the Senior Secured Notes accrues starting July 8, 2020 and is payable semi-annually in arrears on January 15 and July 15 of each year, which began on January 15, 2021. The Senior Secured Notes and the related guarantees are secured by (i) a first-priority lien on substantially all of our existing and future assets (other than certain collateral under our ABL facility) and (ii) a second-priority lien on our present and future receivables, inventory and other related assets and proceeds that secure the ABL facility on a first-priority basis. The Indenture limits certain of our abilities (subject to certain exceptions and qualifications) to incur additional debt and provide additional guarantees; make restricted payments; create or permit certain liens; make certain asset sales; use the proceeds from the sale of assets and subsidiary stock; create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other inter-company distributions; engage in certain transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries. Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Senior Secured Notes, a proportional amount of the unamortized debt issuance costs is expensed. As part of the Senior Secured Notes Offering, we capitalized $7,493 in debt issuance costs that will be amortized over the eight-year term of the agreement. On November 8, 2016, we entered into an asset-based revolving credit agreement ("ABL Credit Facility") and a loan agreement ("Term Loan") with JPMorgan Chase Bank, N.A. ("JPMorgan Chase"), as administrative agent and certain lenders from time to time party thereto. The remaining principal balance of the Term Loan as of July 8, 2020 was $249,750, which was repaid with the proceeds from the Senior Secured Notes, and debt issuance costs of $4,650 were written off upon repayment. In addition, the interest rate swaps with a liability position of $600 used to hedge the Term Loan interest rates were settled early in July 2020 in conjunction with the Term Loan repayment. Under the ABL, we have a $192.5 million credit facility that matures on October 22, 2024 (subject to certain factors which may accelerate the maturity date) on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL is available for issuance of letters of credit to a specified limit of $19.3 million. 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 borrowing amount outstanding. If drawn, we would pay interest on ABL borrowings at a floating rate based upon LIBOR plus a spread of between 1.25% and 1.75%, depending on the usage of the facility during the most recent quarter. Based on current usage, we would pay LIBOR plus 1.25%. Convertible Notes On November 1, 2019, we issued $300.0 million in aggregate principal amount of 1.5% unsecured Convertible Senior Notes due 2025 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting the initial purchasers' transaction fees and offering expense payable by us, were approximately $290,223. The Convertible Notes bear interest at the annual rate of 1.5%, payable on April 1 and October 1 of each year, beginning on April 1, 2020, and will mature on April 1, 2025, unless earlier converted or repurchased by us. The Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, at an initial conversion rate of 15.6906 shares of common stock per $1 thousand principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $63.73 per share, as adjusted pursuant to the terms of the indenture governing the Convertible Notes. The Convertible Notes may be converted at any time on or after October 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate of the Convertible Notes may be adjusted in certain circumstances, including in connection with a conversion of the Convertible Notes made following certain fundamental changes and under other circumstances set forth in the indenture. It is our current intent to settle all conversions of the Convertible Notes through settlement of cash. Our ability to cash settle may be limited depending on our stock price at the time of conversion. Prior to the close of business on the business day immediately preceding October 1, 2024, the Convertible Notes will be convertible only under the following circumstances: 1. during any calendar quarter commencing after December 31, 2019 if the closing sale price of the common stock is more than 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; 2. during the five consecutive business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1 thousand principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate for the Convertible Notes on each such trading day; or 3. upon the occurrence of certain specified corporate events set forth in the Convertible Notes Indenture. We may not redeem the Convertible Notes at our option prior to the maturity date, and no sinking fund is provided for the Convertible Notes. On October 29, 2019 and October 30, 2019, in connection with the offering of the Convertible Notes, we entered into privately negotiated Convertible Note hedge transactions (collectively, the “Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the Convertible Notes, and are expected generally to reduce the potential dilution and/or offset any cash payments we are required to make in excess of the principal amount due, as the case may be, upon conversion of the Convertible Notes in the event that the market price of our common stock is greater than the strike price of the Hedge Transactions, which was initially $63.73 per share (subject to adjustment under the terms of the Hedge Transactions), corresponding to the initial conversion price of the Convertible Notes. On October 29, 2019 and October 30, 2019, we also entered into privately negotiated warrant transactions (collectively, the “Warrant Transactions” and, together with the Hedge Transactions, the “Call Spread Transactions”), whereby we sold warrants at a higher strike price relating to the same number of shares of our common stock that initially underlie the Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the warrants is $96.20 per share (subject to adjustment under the terms of the Warrant Transactions), which is 100% above the last reported sale price of our common stock on October 29, 2019. The Warrant Transactions could have a dilutive effect to our shareholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. We used $28,590 of the net proceeds from the issuance of the Convertible Notes to pay the cost of the Call Spread Transactions. The Hedge Transactions and the Warrant Transactions are separate transactions, in each case, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Call Spread Transactions. Accounting Treatment of the Convertible Notes and Related Hedge Transactions and Warrant Transactions The Call Spread Transactions were classified as equity. We bifurcated the proceeds from the offering of the Convertible Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately $214,979 and $85,021, respectively. The initial $214,979 liability component was determined based on the fair value of similar debt instruments excluding the conversion feature assuming a hypothetical interest rate of 8.0%. The initial $85,021 ($64,106 net of tax) equity component represents the difference between the fair value of the initial $214,979 in debt and the $300.0 million of gross proceeds. The related initial debt discount of $85,021 is being amortized over the life of the Convertible Notes as non-cash interest expense using the effective interest method. In connection with the above-noted transactions, we incurred approximately $9,777 of offering-related costs. These offering fees were allocated to the liability and equity components in proportion to the allocation of proceeds and accounted for as debt and equity issuance costs, respectively. We allocated $7,006 of debt issuance costs to the liability component, which were capitalized as deferred financing costs within long-term debt, net on the Consolidated Balance Sheets. These costs are being amortized as interest expense over the term of the debt using the effective interest method. The remaining $2,771 of transaction costs allocated to the equity component were recorded as a reduction of the equity component. Long-term debt consists of the following: August 28, 2021 August 29, 2020 ABL Credit Facility $ — $ — Senior Secured Notes 300,000 300,000 Convertible Notes 300,000 300,000 Long-term debt, gross 600,000 600,000 Convertible Notes unamortized interest discount (60,366) (74,294) Debt issuance cost, net (11,075) (13,076) Long-term debt, net 528,559 512,630 As of August 28, 2021 and August 29, 2020, the fair value of long-term debt, gross, was $726,606 and $674,709, respectively. We are in compliance with all of our debt covenants as of August 28, 2021. Aggregate contractual maturities of debt in future fiscal years are as follows: Amount Fiscal 2022 $ — Fiscal 2023 — Fiscal 2024 — Fiscal 2025 300,000 Fiscal 2026 — Thereafter 300,000 Total Long-term debt, gross $ 600,000 |
Leases
Leases | 12 Months Ended |
Aug. 28, 2021 | |
Leases [Abstract] | |
Leases | Leases Our leases primarily include operating leases for equipment and real estate, including office space and manufacturing space. Financing leases are primarily for real estate. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement when it is determined that a lease exists. We have lease agreements that contain both lease and non-lease components, and have elected to combine lease and non-lease components for all classes of assets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We recognize lease expense for these leases on a straight-line basis over the lease term. When the terms of multiple lease agreements are materially consistent, we have elected the portfolio approach for our asset and liability calculations. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We generally use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The assumed lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Some of our real estate operating leases require payment of real estate taxes, common area maintenance, and insurance. In addition, some of the leases are subject to annual changes in the consumer price index. These components comprise the majority of our variable lease cost and are excluded from the present value of the lease obligations. Fixed payments may contain predetermined fixed rent escalations. For operating leases, we recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. The supplemental balance sheet information related to our leases is as follows: Classification August 28, 2021 August 29, 2020 Assets Operating leases Operating lease assets $ 28,379 $ 29,463 Finance leases Other long-term assets 4,971 4,398 Total lease assets $ 33,350 $ 33,861 Liabilities Current: Operating leases Accrued expenses: Other $ 2,596 $ 2,660 Current: Finance leases Accrued expenses: Other 700 539 Non-Current: Operating leases Operating lease liabilities 26,745 27,048 Non-Current: Finance leases Other long-term liabilities 5,313 4,868 Total lease liabilities $ 35,354 $ 35,115 Operating lease costs incurred are as follows: Year Ended Year Ended Classification August 28, 2021 August 29, 2020 Operating lease expense (1) Costs of goods sold and SG&A $ 5,785 $ 6,962 Finance lease cost: Depreciation of lease assets Costs of goods sold and SG&A 609 474 Interest on lease liabilities Interest expense 327 289 Total lease cost $ 6,721 $ 7,725 (1) Operating lease expense includes short-term leases and variable lease payments, which are immaterial. Our future lease commitments as of August 28, 2021 included the following related party and non-related party leases: Operating Leases as of August 28, 2021 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2022 $ 900 $ 1,162 $ 2,062 $ 1,051 Fiscal 2023 1,500 3,594 5,094 1,040 Fiscal 2024 1,800 3,187 4,987 1,013 Fiscal 2025 1,800 2,879 4,679 1,035 Fiscal 2026 1,800 2,782 4,582 1,056 Thereafter 6,000 11,214 17,214 2,243 Total future undiscounted lease payments 13,800 24,818 38,618 7,438 Less: Interest 3,216 6,061 9,277 1,425 Total reported lease liabilities $ 10,584 $ 18,757 $ 29,341 $ 6,013 Additional information related to our leases is as follows: August 28, 2021 August 29, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,589 $ 2,463 Operating cash flows from financing leases 327 289 Financing cash flows from financing leases 572 362 Lease assets obtained in exchange for new lease liabilities: Operating leases 2,626 1,179 Finance leases (1) 1,210 5,664 August 28, 2021 August 29, 2020 Weighted average remaining lease term: Operating leases 8.1 8.7 Finance leases 6.8 7.8 Weighted average discount rate: Operating leases 6.2 % 6.2 % Finance leases 6.3 % 6.2 % (1) Lease assets as of August 29, 2020 are offset by a $965 unfavorable lease liability created by the acquisition of Newmar. |
Leases | Leases Our leases primarily include operating leases for equipment and real estate, including office space and manufacturing space. Financing leases are primarily for real estate. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement when it is determined that a lease exists. We have lease agreements that contain both lease and non-lease components, and have elected to combine lease and non-lease components for all classes of assets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We recognize lease expense for these leases on a straight-line basis over the lease term. When the terms of multiple lease agreements are materially consistent, we have elected the portfolio approach for our asset and liability calculations. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We generally use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The assumed lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Some of our real estate operating leases require payment of real estate taxes, common area maintenance, and insurance. In addition, some of the leases are subject to annual changes in the consumer price index. These components comprise the majority of our variable lease cost and are excluded from the present value of the lease obligations. Fixed payments may contain predetermined fixed rent escalations. For operating leases, we recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. The supplemental balance sheet information related to our leases is as follows: Classification August 28, 2021 August 29, 2020 Assets Operating leases Operating lease assets $ 28,379 $ 29,463 Finance leases Other long-term assets 4,971 4,398 Total lease assets $ 33,350 $ 33,861 Liabilities Current: Operating leases Accrued expenses: Other $ 2,596 $ 2,660 Current: Finance leases Accrued expenses: Other 700 539 Non-Current: Operating leases Operating lease liabilities 26,745 27,048 Non-Current: Finance leases Other long-term liabilities 5,313 4,868 Total lease liabilities $ 35,354 $ 35,115 Operating lease costs incurred are as follows: Year Ended Year Ended Classification August 28, 2021 August 29, 2020 Operating lease expense (1) Costs of goods sold and SG&A $ 5,785 $ 6,962 Finance lease cost: Depreciation of lease assets Costs of goods sold and SG&A 609 474 Interest on lease liabilities Interest expense 327 289 Total lease cost $ 6,721 $ 7,725 (1) Operating lease expense includes short-term leases and variable lease payments, which are immaterial. Our future lease commitments as of August 28, 2021 included the following related party and non-related party leases: Operating Leases as of August 28, 2021 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2022 $ 900 $ 1,162 $ 2,062 $ 1,051 Fiscal 2023 1,500 3,594 5,094 1,040 Fiscal 2024 1,800 3,187 4,987 1,013 Fiscal 2025 1,800 2,879 4,679 1,035 Fiscal 2026 1,800 2,782 4,582 1,056 Thereafter 6,000 11,214 17,214 2,243 Total future undiscounted lease payments 13,800 24,818 38,618 7,438 Less: Interest 3,216 6,061 9,277 1,425 Total reported lease liabilities $ 10,584 $ 18,757 $ 29,341 $ 6,013 Additional information related to our leases is as follows: August 28, 2021 August 29, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,589 $ 2,463 Operating cash flows from financing leases 327 289 Financing cash flows from financing leases 572 362 Lease assets obtained in exchange for new lease liabilities: Operating leases 2,626 1,179 Finance leases (1) 1,210 5,664 August 28, 2021 August 29, 2020 Weighted average remaining lease term: Operating leases 8.1 8.7 Finance leases 6.8 7.8 Weighted average discount rate: Operating leases 6.2 % 6.2 % Finance leases 6.3 % 6.2 % (1) Lease assets as of August 29, 2020 are offset by a $965 unfavorable lease liability created by the acquisition of Newmar. |
Employee and Retiree Benefits
Employee and Retiree Benefits | 12 Months Ended |
Aug. 28, 2021 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Deferred compensation benefits are as follows: August 28, 2021 August 29, 2020 Non-qualified deferred compensation $ 9,731 $ 11,460 Supplemental executive retirement plan 1,615 1,838 Executive deferred compensation plan 1,029 710 Total deferred compensation benefits 12,375 14,008 Less current portion (1) 2,825 2,878 Deferred compensation benefits, net of current portion $ 9,550 $ 11,130 (1) Included in accrued compensation on the Consolidated Balance Sheets. 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 $795, $902, and $943 in Fiscal 2021, 2020, and 2019, 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 Winnebago Industries 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 Consolidated Balance Sheets and consists of the following: August 28, 2021 August 29, 2020 Cash value $ 66,544 $ 64,214 Borrowings (37,723) (36,376) Investment in life insurance $ 28,821 $ 27,838 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 long-term assets in the Consolidated Balance Sheets. Such assets on August 28, 2021 and August 29, 2020 were $1,027 and $710, 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 Winnebago Industries and discretionary contributions as approved by the Board of Directors. Matching contributions to the plan for Fiscal 2021, 2020, and 2019 were $5,557, $3,367, and $2,894, respectively. A discretionary contribution of $6,122 was approved in Fiscal 2021, No discretionary contributions were approved for Fiscal 2020 or 2019. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Aug. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Contingent Liabilities and Commitments Repurchase Commitments Generally, manufacturers in the same industries as us 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 dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreational vehicles or boats to repurchase current inventory if a dealership exits the business. The total contingent liability on all repurchase agreements was approximately $552,112 and $798,906 as of August 28, 2021 and August 29, 2020, respectively. Repurchased sales are not recorded as a revenue transaction, rather the net difference between the original repurchase price and the resale price is 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-end reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, an associated loss reserve is established which is included in accrued expenses: other on the Consolidated Balance Sheets. Our repurchase accrual was $923 and $980 as of August 28, 2021 and August 29, 2020, respectively. Repurchase risk is affected by the credit worthiness of our dealer network. 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 repurchased units is as follows: (in thousands, except for units) 2021 2020 2019 Inventory repurchased: Units 10 107 125 Dollars $ 349 $ 2,592 $ 5,535 Inventory resold: Units 10 118 109 Cash collected $ 321 $ 2,540 $ 4,634 Loss recognized $ 29 $ 252 $ 556 Units in ending inventory 5 5 16 Litigation |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Aug. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition All operating revenue is generated from contracts with customers. Our primary revenue source is generated through the sale of manufactured non-motorized towable units, motorized units and marine units to the Company's independent dealer network (our customers). The following table disaggregates revenue by reportable segment and product category: 2021 2020 Net Revenues Towable: Fifth Wheel $ 1,024,355 $ 690,452 Travel Trailer 959,716 519,282 Other (1) 25,888 17,833 Total Towable 2,009,959 1,227,567 Motorhome: Class A 690,146 479,120 Class B 532,200 332,961 Class C 278,054 211,468 Other (1) 38,684 33,245 Total Motorhome 1,539,084 1,056,794 Corporate/ All Other (2) 80,804 71,172 Consolidated $ 3,629,847 $ 2,355,533 (1) Relates to parts, accessories, and services. (2) Relates to marine and specialty vehicle units, parts, accessories, and services. We do not have material contract assets or liabilities. Concentration of Risk No single dealer organization accounted for more than 10% of net revenues for Fiscal 2021, 2020, and 2019. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Aug. 28, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation PlansOn 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, restricted share units, and other equity compensation to key employees and to non-employee directors. The 2019 Plan replaces the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "2014 Plan"). The number of shares of our common stock that may be awarded and issued under the 2019 Plan is 4.1 million shares, 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, awards under the 2014 Plan and the 2004 Plan, respectively, that were 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 in the same manner as options, except for time-based share awards to directors which vest one year from the grant date. Beginning with our annual grant of restricted stock units in October 2018, dividend equivalents are attached to 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 Winnebago Industries, Inc. 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 2021 and 2020, 24,000 shares and 21,000 shares, respectively, were purchased through the ESPP. Plan participants had accumulated $385 and $274 as of August 28, 2021 and August 29, 2020, 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 they occur. Total stock-based compensation expense for the past three fiscal years consisted of the following components: 2021 2020 2019 Share awards: Time-based $ 5,737 $ 4,287 $ 4,986 Performance-based 7,920 796 716 Stock options 1,019 990 925 Other (1) 671 402 431 Total stock-based compensation expense $ 15,347 $ 6,475 $ 7,058 (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. Restricted Stock Units - Time-Based The fair value of time-based restricted stock units is determined based on the closing market price of our stock on the date of grant. A summary of the status of nonvested time-based restricted stock units at August 28, 2021, and changes during Fiscal 2021, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 29, 2020 302,264 $ 38.27 Granted 150,275 $ 54.56 Vested (92,942) $ 40.36 Forfeited/canceled (28,778) $ 42.13 Outstanding at August 28, 2021 330,819 $ 44.35 (1) Number of shares in the above table are shown in whole numbers. As of August 28, 2021, there was $7,122 of unrecognized compensation expense related to nonvested time-based restricted stock units that are expected to be recognized over a weighted average period of 0.8 years. The total fair value of restricted stock units vested during Fiscal 2021, 2020, and 2019 was $5,210, $3,324, and $6,648, respectively. On October 12, 2021, the Board of Directors granted 124,978 restricted stock units under the 2019 Plan valued at $9,447 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 $75.59. Estimated non-cash stock compensation expense based on this grant is expected to be approximately $3,149 for Fiscal 2022. Restricted Stock Units - Performance-Based The fair value of performance-based restricted stock units 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 restricted stock units at August 28, 2021, and changes during Fiscal 2021, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 29, 2020 188,992 $ 40.73 Granted 97,996 $ 54.49 Vested (26,515) $ 45.18 Forfeited/canceled (32,722) $ 42.97 Outstanding at August 28, 2021 227,751 $ 45.81 (1) Number of shares in the above table are shown in whole numbers. As of August 28, 2021, there was $3,804 of unrecognized compensation expense related to nonvested performance-based restricted stock units that are expected to be recognized over a weighted average period of 1.0 year. The total fair value of performance-based restricted stock units vested during Fiscal 2021 and 2020 was $1,445 and $2,438. No performance-based restricted stock units vested during Fiscal 2019. Stock Options A summary of stock option activity for Fiscal 2021 is as follows: Stock Options (1) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at August 29, 2020 292,444 $ 36.96 Granted 54,836 $ 54.49 Exercised (22,607) $ 33.59 Forfeited/canceled (6,770) $ 40.75 Outstanding at August 28, 2021 317,903 $ 40.14 7.1 $ 10,480 Vested and expected to vest at August 28, 2021 317,903 $ 40.14 7.1 $ 10,480 Exercisable at August 28, 2021 195,873 $ 36.19 6.4 $ 7,231 (1) Number of shares in the above table are shown in whole numbers. As of August 28, 2021, there was $1,226 of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted average period of 0.8 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) 2021 2020 2019 Expected dividend yield 0.8 % 0.9 % 1.3 % Risk-free interest rate (2) 0.3 % 1.7 % 3.0 % Expected life of stock options (in years) (3) 5 5 5 Expected stock price volatility (4) 48.6 % 41.2 % 39.1 % Weighted average fair value of options granted $ 21.65 $ 17.18 $ 11.09 (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 the 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
Restructuring | 12 Months Ended |
Aug. 28, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In Fiscal 2020, our Class A diesel production included in the Motorhome reportable segment, was moved from Junction City, OR to Forest City, IA. In Fiscal 2021, the property was sold for net proceeds of $12,423 with a resulting gain of $4,753. The gain on sale is included within selling, general, and administrative expenses on the Consolidated Statements of Income and Comprehensive Income for Fiscal 2021. Total restructuring expense related to the relocation for Fiscal 2021 was immaterial to the consolidated financial statements. We do not expect additional restructuring charges in Fiscal 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense consisted of the following: 2021 2020 2019 Current Federal $ 71,579 $ 14,318 $ 16,433 State 16,179 2,806 3,138 Total 87,758 17,124 19,571 Deferred Federal 737 (790) 6,395 State (2,916) (500) 1,145 Total (2,179) (1,290) 7,540 Provision for income taxes $ 85,579 $ 15,834 $ 27,111 A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows: 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.3 % 1.9 % 2.9 % Income tax credits (0.6) % (2.5) % (4.5) % Nondeductible compensation 0.5 % 0.9 % — % Tax-free and dividend income (0.1) % (0.6) % (0.5) % Uncertain tax position settlements and adjustments (0.1) % 0.1 % 0.9 % Other items (0.7) % (0.3) % (0.3) % Effective tax provision rate 23.3 % 20.5 % 19.5 % Our effective tax rate increased to 23.3% in Fiscal 2021 compared to 20.5% in Fiscal 2020 primarily due to relatively consistent year-over-year tax credits on higher pre-tax income in Fiscal 2021. The tax effects of temporary differences that give rise to deferred income taxes were as follows: August 28, 2021 August 29, 2020 Warranty reserves $ 22,450 $ 13,969 Deferred compensation 5,224 5,406 Self-insurance reserve 4,336 3,426 Stock-based compensation 4,607 2,865 Leases 8,422 8,638 Other (1) 7,170 6,191 Total deferred tax assets 52,209 40,495 Convertible notes 2,608 3,125 Intangibles 39,940 32,933 Depreciation 15,161 11,715 Leases 7,929 8,330 Total deferred tax liabilities 65,638 56,103 Total deferred income tax liabilities, net $ 13,429 $ 15,608 (1) Other includes $400 and $500 related to state net operating losses as of August 28, 2021 and August 29, 2020, respectively. These net operating losses are subject to various expiration periods from 5 years to no expiration. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized before expiration. Changes in the unrecognized tax benefits are as follows: 2021 2020 2019 Balance at beginning of year $ 5,830 $ 2,822 $ 1,220 Gross increases-tax positions in a prior year — 2,486 1,173 Gross decreases-tax positions in a prior year (872) — — Gross increases-current year tax positions 579 522 429 Balance at end of year 5,537 5,830 2,822 Accrued interest and penalties 946 681 769 Total unrecognized tax benefits $ 6,483 $ 6,511 $ 3,591 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, $2,600 of unrecognized tax benefits would have a favorable 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. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Aug. 28, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic and diluted earnings per share are calculated as follows: (in thousands, except per share data) 2021 2020 2019 Net income $ 281,871 $ 61,442 $ 111,798 Weighted average common shares outstanding 33,528 33,236 31,536 Dilutive impact of stock compensation awards 375 218 185 Dilutive impact of convertible notes 153 — — Weighted average common shares outstanding, assuming dilution 34,056 33,454 31,721 Anti-dilutive securities excluded from weighted average diluted common shares outstanding 49 39 189 Basic earnings per common share $ 8.41 $ 1.85 $ 3.55 Diluted earnings per common share $ 8.28 $ 1.84 $ 3.52 Under the treasury stock method, shares associated with certain anti-dilutive securities have been excluded from the diluted weighted average shares outstanding calculation because the exercise of those options would lead to a net reduction in common shares outstanding or anti-dilution. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Aug. 28, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: 2021 2020 Defined Benefit Pension Items Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of year $ (526) $ (526) $ (559) $ 68 $ (491) OCI before reclassifications — — — (500) (500) Amounts reclassified from AOCI 35 35 33 432 465 Net current-year OCI 35 35 33 (68) (35) Balance at end of year $ (491) $ (491) $ (526) $ — $ (526) Reclassifications out of AOCI, net of tax, were: Location on Consolidated Statements of Income and Comprehensive Income 2021 2020 2019 Amortization of net actuarial loss SG&A $ 35 $ 33 $ 32 Interest rate contract Interest expense — 432 — Total reclassifications $ 35 $ 465 $ 32 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Aug. 28, 2021 | |
Accounting Policies [Abstract] | |
Fiscal Period | We have a 5-4-4 quarterly accounting cycle with the fiscal year ending on the last Saturday in August. Fiscal 2021 is a 52-week year, Fiscal 2020 was a 52-week year, and 2019 was a 53-week year. 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 represent cash, demand deposits and highly liquid investments with original maturities of three months or less that are not legally restricted. Cash equivalents are recorded at cost, which approximates fair value. |
Receivables | Receivables consist principally of amounts due from our dealer network for RVs and boats sold. We record an allowance using a model to reduce receivables by the expected credit loss and consider factors such as financial condition of the dealer, specific collection issues and current economic conditions. If there is a deterioration of a dealer's financial condition, if we become aware of additional information related to credit worthiness or if future actual default rates on receivables differ from those currently anticipated, we may adjust the allowance for doubtful accounts, which would affect earnings in the period the adjustments are made. |
Inventories | Generally, inventories are stated at the lower of cost or net realizable value determined under the First-in, First-out basis ("FIFO"), except for the Company's Winnebago Motorhome operating segment which is determined using the Last-in, First-out ("LIFO") basis. Manufacturing cost includes materials, labor, and 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 20-40 years Machinery and equipment 3-10 years Software 5-10 years Transportation equipment 3-6 years |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill Goodwill is tested for impairment at least annually, during the fourth quarter and whenever events occur or circumstances change that would indicate the carrying value may not be recoverable. Impairment testing for goodwill is performed at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as the operating segments as defined in Note 3. We 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 value. If it is more likely than not that an impairment has occurred, we then perform the quantitative goodwill impairment test. If we perform the quantitative test, the carrying value of the reporting unit is compared 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 an income approach weighting a discounted cash flow model and a market approach 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 plans, business trends, prospects, market and economic conditions, and market-participant considerations. If the quantitative assessment of goodwill impairment fails, an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value will be recognized. During the fourth quarter of Fiscal 2021, we completed the annual impairment analysis. We elected to rely on a qualitative assessment for the Grand Design reporting unit and performed a quantitative analysis for the Chris-Craft and Newmar reporting units resulting in the fair value exceeding the carrying value. No impairment was indicated for the years ended August 28, 2021. August 29, 2020, or August 31, 2019. Trade names |
Long-Lived Assets | Long-lived assets, which include property, plant and equipment, definite-lived intangible assets subject to amortization, primarily the dealer network, and right-of-use assets are assessed for impairment whenever events or changes in circumstances such as asset utilization, physical change, legal factors or other matters indicate the carrying value of those assets may not be recoverable from future undiscounted 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 the asset and other long-lived assets is regularly evaluated. |
Self-Insurance | Generally, we self-insure 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 who use historical claims experience and various state statutes to assist in the determination of the 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 $0.3 million per occurrence and an aggregate retention of 125% of expected annual claims. We maintain excess liability insurance with outside insurance carriers to minimize the risks related to catastrophic claims in excess of 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 operating results. |
Income Taxes | In preparing these financial statements, we are required to estimate the income taxes in each of the jurisdictions in which we operate. This process involves estimating the 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 on the Consolidated Balance Sheets. We then assess the likelihood that the deferred tax assets will be realized based on future taxable income and, to the extent that recovery is not likely, a valuation allowance is established. To the extent we establish a valuation allowance or change this allowance in a period, an expense or a benefit is included within the tax provision on the 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 (customers). Unit revenue is recognized at a point-in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from the manufacturing facilities by the customer. 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. We recognize revenue based on an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. Our transaction price consideration is fixed, unless otherwise disclosed as variable consideration. The amount of consideration received and recorded to revenue can vary with changes in marketing incentives and discounts offered to customers. These marketing incentives and discounts are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. Our payment terms are typically before or on delivery, and do not include a significant financing component. Net revenue includes shipping and handling charges billed directly to customers, and we also generate income through the sale of certain parts and services, acting as the principal in these arrangements. We have made an accounting policy election 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. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected. 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. 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. The revenue standard requirements are applied 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. |
Advertising | Advertising costs are included in selling, general, and administrative expenses and are expensed as incurred |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Standards Codification ("ASC") Topic 326, Financial Instruments—Credit Losses , was adopted in the first quarter of Fiscal 2021. The new standard changes the accounting for credit losses on instruments measured at amortized costs, such as accounts receivables and deposits by adding an impairment model that is based on expected losses rather than incurred losses. An entity will recognize as an allowance its estimate of expected credit losses, which is believed to result in more timely recognition of such losses as the standard eliminates the probable initial recognition threshold. We adopted the new standard using the modified retrospective approach, which involves recognizing the cumulative effect of initial adoption of Topic 326 as an adjustment to our opening retained earnings as of August 30, 2020. As a result, we did not adjust comparative period financial information for periods before the effective date. No incremental allowance for credit losses has been recognized in Fiscal 2021 as a result of the adoption. The adoption of this standard did not have a material impact on our financial condition, results of operations or disclosures. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) which reduces the number of models used to account for convertible instruments, amends diluted earnings per share ("EPS") calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. Certain disclosure requirements were also added to increase transparency and decision-usefulness regarding a convertible instrument's terms and features. Additionally, the if-converted method for including convertible instruments must be used in diluted EPS as opposed to the treasury stock method. The new guidance is effective for annual reporting periods beginning after December 15, 2021, which is our Fiscal 2023. Early adoption is permitted using either a modified retrospective or full retrospective approach. We expect to adopt the new guidance in the first quarter of Fiscal 2023 and have not yet evaluated the impact the adoption of this guidance will have on our financial condition, results of operations or disclosures; however, the new guidance is expected to change the Company's diluted EPS reporting. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by this guidance apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. This guidance is not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The guidance can be applied immediately through December 31, 2022. We will adopt this standard when LIBOR is discontinued and do not expect a material impact to our financial condition, results of operations or disclosures based on the current debt portfolio and capital structure. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which eliminates certain exceptions to Topic 740's general principles, improves consistent application and simplifies its application. The standard is effective for annual reporting periods beginning after December 15, 2020, which is our Fiscal 2022, including interim periods within those annual reporting periods. We expect to adopt the new guidance in the first quarter of Fiscal 2022. We have evaluated the standard and there will not be a material impact to our financial condition, results of operations or disclosures. |
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | 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, used to fund the Executive Share Option Plan and the Executive Deferred Compensation Plan, are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. Refer to Note 11 for additional information regarding these plans. |
Repurchase Commitments | Generally, manufacturers in the same industries as us 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 dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreational vehicles or boats to repurchase current inventory if a dealership exits the business. The total contingent liability on all repurchase agreements was approximately $552,112 and $798,906 as of August 28, 2021 and August 29, 2020, respectively. Repurchased sales are not recorded as a revenue transaction, rather the net difference between the original repurchase price and the resale price is 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-end reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, an associated loss reserve is established which is included in accrued expenses: other on the Consolidated Balance Sheets. Our repurchase accrual was $923 and $980 as of August 28, 2021 and August 29, 2020, respectively. Repurchase risk is affected by the credit worthiness of our dealer network. 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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Accounting Policies [Abstract] | |
Depreciation of 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 20-40 years Machinery and equipment 3-10 years Software 5-10 years Transportation equipment 3-6 years Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: August 28, 2021 August 29, 2020 Land $ 9,111 $ 11,101 Buildings and building improvements 147,629 144,565 Machinery and equipment 121,911 117,370 Software 36,815 28,456 Transportation 5,335 4,913 Construction in progress 31,137 20,778 Property, plant, and equipment, gross 351,938 327,183 Less: Accumulated depreciation 160,511 152,238 Property, plant, and equipment, net $ 191,427 $ 174,945 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the total consideration paid for Newmar, which was subject to purchase price adjustments as stipulated in the Purchase Agreement: (in thousands, except for share data) November 8, 2019 Cash $ 264,434 Winnebago Industries shares: 2,000,000 at $46.29 92,572 Total $ 357,006 |
Schedule of Preliminary Fair Values Assigned | The following table summarizes the final fair values assigned to the Newmar net assets acquired and the determination of net assets: November 8, 2019 Cash $ 3,469 Accounts receivable 37,147 Inventories 82,621 Prepaid expenses and other assets 9,830 Property, plant, and equipment 31,143 Goodwill 73,127 Other intangible assets 172,100 Total assets acquired 409,437 Accounts payable 14,023 Accrued compensation 4,306 Product warranties 15,147 Promotional 6,351 Other 11,636 Deferred tax liabilities 968 Total liabilities assumed 52,431 Total purchase price $ 357,006 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the other intangible assets acquired: November 8, 2019 Useful Life-Years Trade name $ 98,000 Indefinite Dealer network 64,000 12.0 Backlog 8,800 0.5 Non-compete agreements 1,300 5.0 |
Schedule of Indefinite-Lived Intangible Assets | The following table summarizes the other intangible assets acquired: November 8, 2019 Useful Life-Years Trade name $ 98,000 Indefinite Dealer network 64,000 12.0 Backlog 8,800 0.5 Non-compete agreements 1,300 5.0 |
Schedule of Pro Forma Information | The following table provides net revenues and operating income from the Newmar operating segment included in our consolidated results following the November 8, 2019 closing date: 2020 Net revenues $ 388,383 Net income (loss) (3,642) The following unaudited pro forma information represents our results of operations as if the Fiscal 2020 acquisition of Newmar had occurred at the beginning of Fiscal 2019: 2020 2019 Net revenues $ 2,508,792 $ 2,645,914 Net income 72,609 101,692 Earnings per share - basic $ 2.16 $ 3.03 Earnings per share - diluted $ 2.11 $ 3.02 |
Pro Forma Data With Non-Recurring Adjustments | 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 Newmar had occurred at the beginning of Fiscal 2019: 2020 2019 Amortization of intangibles (1 year or less useful life) (1) $ 13,610 $ (13,610) Increase in amortization of intangible assets (2) (1,061) (5,578) Expenses related to business combination (transaction costs) (3) 9,761 (9,950) Interest to reflect new debt structure (4) (4,356) (19,155) Taxes related to the adjustments to the pro forma data and to the net income of Newmar (5) (2,968) 2,686 (1) Includes amortization adjustments for the backlog intangible asset and the fair-value inventory adjustment. (2) Includes amortization adjustments for the dealer network and non-compete intangible assets. (3) Pro forma transaction costs include $652 incurred prior to the acquisition. (4) Includes adjustments for cash and non-cash interest expense as well as deferred financing costs. Refer to Note 9 for additional information on our new debt structure as a result of the acquisition. (5) Calculated using our U.S. federal statutory rate of 21.0%. |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by reportable segment is as follows: 2021 2020 2019 Net Revenues Towable $ 2,009,959 $ 1,227,567 $ 1,197,327 Motorhome 1,539,084 1,056,794 706,927 Corporate / All Other 80,804 71,172 81,420 Consolidated $ 3,629,847 $ 2,355,533 $ 1,985,674 Adjusted EBITDA Towable $ 289,007 $ 148,276 $ 163,677 Motorhome 169,205 32,949 27,455 Corporate / All Other (22,145) (13,150) (11,480) Consolidated $ 436,067 $ 168,075 $ 179,652 Capital Expenditures Towable $ 25,121 $ 13,389 $ 27,679 Motorhome 17,604 15,061 9,969 Corporate / All Other 2,166 3,927 3,210 Consolidated $ 44,891 $ 32,377 $ 40,858 August 28, 2021 August 29, 2020 Total Assets Towable $ 790,257 $ 718,253 Motorhome 728,060 600,304 Corporate / All Other 544,250 395,143 Consolidated $ 2,062,567 $ 1,713,700 Reconciliation of net income to consolidated Adjusted EBITDA is as follows: 2021 2020 2019 Net income $ 281,871 $ 61,442 $ 111,798 Interest expense 40,365 37,461 17,939 Provision for income taxes 85,579 15,834 27,111 Depreciation 18,201 15,997 13,682 Amortization 14,361 22,104 9,635 EBITDA 440,377 152,838 180,165 Acquisition-related fair-value inventory step-up — 4,810 — Acquisition-related costs 725 9,761 — Restructuring (1) 112 1,640 1,068 Gain on sale of property, plant and equipment (4,753) — — Non-operating income (394) (974) (1,581) Adjusted EBITDA $ 436,067 $ 168,075 $ 179,652 (1) Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation. |
Schedule of Revenue by Geographic Area | Net revenues by geography are as follows: 2021 2020 2019 United States $ 3,410,588 $ 2,225,028 $ 1,836,472 International 219,259 130,505 149,202 Net revenues $ 3,629,847 $ 2,355,533 $ 1,985,674 |
Derivatives, Investments, and_2
Derivatives, Investments, and Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are as follows: Fair Value at Fair Value Hierarchy August 28, 2021 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 940 $ 940 $ — $ — International equity funds 41 41 — — Fixed income funds 46 46 — — Total assets at fair value $ 1,027 $ 1,027 $ — $ — Fair Value at Fair Value Hierarchy August 29, 2020 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 626 $ 626 $ — $ — International equity funds 34 34 — — Fixed income funds 50 50 — — Total assets at fair value $ 710 $ 710 $ — $ — |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: August 28, 2021 August 29, 2020 Finished goods $ 12,243 $ 17,141 Work-in-process ("WIP") 184,611 86,651 Raw materials 183,583 114,982 Total 380,437 218,774 Less: Excess of FIFO over LIFO cost 38,964 35,833 Inventories, net $ 341,473 $ 182,941 Inventory valuation methods consist of the following: August 28, 2021 August 29, 2020 LIFO basis $ 139,544 $ 88,675 First-in, first-out basis 240,893 130,099 Total $ 380,437 $ 218,774 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant, 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 20-40 years Machinery and equipment 3-10 years Software 5-10 years Transportation equipment 3-6 years Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: August 28, 2021 August 29, 2020 Land $ 9,111 $ 11,101 Buildings and building improvements 147,629 144,565 Machinery and equipment 121,911 117,370 Software 36,815 28,456 Transportation 5,335 4,913 Construction in progress 31,137 20,778 Property, plant, and equipment, gross 351,938 327,183 Less: Accumulated depreciation 160,511 152,238 Property, plant, and equipment, net $ 191,427 $ 174,945 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in carrying value of goodwill by reportable segment, with no accumulated impairment losses, for Fiscal 2021, 2020, and 2019 are as follows: Towable Motorhome Corporate / All Other Total Balance, August 25, 2018 $ 244,684 $ — $ 29,686 $ 274,370 Chris-Craft purchase price adjustment — — 561 561 Balance, August 31, 2019 $ 244,684 $ — $ 30,247 $ 274,931 Acquisition of Newmar (1) — 73,127 — 73,127 Balance, August 29, 2020 and August 28, 2021 $ 244,684 $ 73,127 $ 30,247 $ 348,058 (1) Refer to Note 2 for additional information on the acquisition of Newmar. |
Schedule of Other Intangible Assets | Other intangible assets, net of accumulated amortization, consist of the following August 28, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 275,250 275,250 Dealer networks 159,581 $ 45,652 $ 113,929 Backlog 28,327 28,327 — Non-compete agreements 6,647 5,419 1,228 Other intangible assets 469,805 79,398 390,407 August 29, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 275,250 $ 275,250 Dealer networks 159,581 $ 32,487 127,094 Backlog 28,327 28,327 — Non-compete agreements 6,647 4,223 2,424 Other intangible assets 469,805 65,037 404,768 |
Schedule of Remaining Estimated Aggregate Annual Amortization Expense | Estimated future amortization expense related to finite-lived intangible assets is as follows: Amortization Fiscal 2022 $ 13,719 Fiscal 2023 13,526 Fiscal 2024 13,424 Fiscal 2025 13,219 Fiscal 2026 13,165 Thereafter 48,104 Total amortization expense remaining $ 115,157 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in the product warranty liability are as follows: 2021 2020 2019 Balance at beginning of year $ 64,031 $ 44,436 $ 40,498 Business acquisitions (1) — 15,147 — Provision 89,951 61,898 45,902 Claims paid (62,760) (57,450) (41,964) Balance at end of year $ 91,222 $ 64,031 $ 44,436 (1) Refer to Note 2 for additional information on the acquisition of Newmar. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: August 28, 2021 August 29, 2020 ABL Credit Facility $ — $ — Senior Secured Notes 300,000 300,000 Convertible Notes 300,000 300,000 Long-term debt, gross 600,000 600,000 Convertible Notes unamortized interest discount (60,366) (74,294) Debt issuance cost, net (11,075) (13,076) Long-term debt, net 528,559 512,630 |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years are as follows: Amount Fiscal 2022 $ — Fiscal 2023 — Fiscal 2024 — Fiscal 2025 300,000 Fiscal 2026 — Thereafter 300,000 Total Long-term debt, gross $ 600,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The supplemental balance sheet information related to our leases is as follows: Classification August 28, 2021 August 29, 2020 Assets Operating leases Operating lease assets $ 28,379 $ 29,463 Finance leases Other long-term assets 4,971 4,398 Total lease assets $ 33,350 $ 33,861 Liabilities Current: Operating leases Accrued expenses: Other $ 2,596 $ 2,660 Current: Finance leases Accrued expenses: Other 700 539 Non-Current: Operating leases Operating lease liabilities 26,745 27,048 Non-Current: Finance leases Other long-term liabilities 5,313 4,868 Total lease liabilities $ 35,354 $ 35,115 |
Schedule of Lease Costs | Operating lease costs incurred are as follows: Year Ended Year Ended Classification August 28, 2021 August 29, 2020 Operating lease expense (1) Costs of goods sold and SG&A $ 5,785 $ 6,962 Finance lease cost: Depreciation of lease assets Costs of goods sold and SG&A 609 474 Interest on lease liabilities Interest expense 327 289 Total lease cost $ 6,721 $ 7,725 (1) Operating lease expense includes short-term leases and variable lease payments, which are immaterial. Additional information related to our leases is as follows: August 28, 2021 August 29, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,589 $ 2,463 Operating cash flows from financing leases 327 289 Financing cash flows from financing leases 572 362 Lease assets obtained in exchange for new lease liabilities: Operating leases 2,626 1,179 Finance leases (1) 1,210 5,664 August 28, 2021 August 29, 2020 Weighted average remaining lease term: Operating leases 8.1 8.7 Finance leases 6.8 7.8 Weighted average discount rate: Operating leases 6.2 % 6.2 % Finance leases 6.3 % 6.2 % (1) Lease assets as of August 29, 2020 are offset by a $965 unfavorable lease liability created by the acquisition of Newmar. |
Future Lease Commitments for Future Fiscal Years of Operating Leases | Our future lease commitments as of August 28, 2021 included the following related party and non-related party leases: Operating Leases as of August 28, 2021 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2022 $ 900 $ 1,162 $ 2,062 $ 1,051 Fiscal 2023 1,500 3,594 5,094 1,040 Fiscal 2024 1,800 3,187 4,987 1,013 Fiscal 2025 1,800 2,879 4,679 1,035 Fiscal 2026 1,800 2,782 4,582 1,056 Thereafter 6,000 11,214 17,214 2,243 Total future undiscounted lease payments 13,800 24,818 38,618 7,438 Less: Interest 3,216 6,061 9,277 1,425 Total reported lease liabilities $ 10,584 $ 18,757 $ 29,341 $ 6,013 |
Future Lease Commitments for Future Fiscal Years of Financing Leases | Our future lease commitments as of August 28, 2021 included the following related party and non-related party leases: Operating Leases as of August 28, 2021 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2022 $ 900 $ 1,162 $ 2,062 $ 1,051 Fiscal 2023 1,500 3,594 5,094 1,040 Fiscal 2024 1,800 3,187 4,987 1,013 Fiscal 2025 1,800 2,879 4,679 1,035 Fiscal 2026 1,800 2,782 4,582 1,056 Thereafter 6,000 11,214 17,214 2,243 Total future undiscounted lease payments 13,800 24,818 38,618 7,438 Less: Interest 3,216 6,061 9,277 1,425 Total reported lease liabilities $ 10,584 $ 18,757 $ 29,341 $ 6,013 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Benefits | Deferred compensation benefits are as follows: August 28, 2021 August 29, 2020 Non-qualified deferred compensation $ 9,731 $ 11,460 Supplemental executive retirement plan 1,615 1,838 Executive deferred compensation plan 1,029 710 Total deferred compensation benefits 12,375 14,008 Less current portion (1) 2,825 2,878 Deferred compensation benefits, net of current portion $ 9,550 $ 11,130 (1) Included in accrued compensation on the Consolidated Balance Sheets. |
Investment in Life Insurance | The cash surrender value of these policies is presented in investment in life insurance in the Consolidated Balance Sheets and consists of the following: August 28, 2021 August 29, 2020 Cash value $ 66,544 $ 64,214 Borrowings (37,723) (36,376) Investment in life insurance $ 28,821 $ 27,838 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Agreements | A summary of the activity for repurchased units is as follows: (in thousands, except for units) 2021 2020 2019 Inventory repurchased: Units 10 107 125 Dollars $ 349 $ 2,592 $ 5,535 Inventory resold: Units 10 118 109 Cash collected $ 321 $ 2,540 $ 4,634 Loss recognized $ 29 $ 252 $ 556 Units in ending inventory 5 5 16 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Reportable Segment | The following table disaggregates revenue by reportable segment and product category: 2021 2020 Net Revenues Towable: Fifth Wheel $ 1,024,355 $ 690,452 Travel Trailer 959,716 519,282 Other (1) 25,888 17,833 Total Towable 2,009,959 1,227,567 Motorhome: Class A 690,146 479,120 Class B 532,200 332,961 Class C 278,054 211,468 Other (1) 38,684 33,245 Total Motorhome 1,539,084 1,056,794 Corporate/ All Other (2) 80,804 71,172 Consolidated $ 3,629,847 $ 2,355,533 (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. 28, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense for the past three fiscal years consisted of the following components: 2021 2020 2019 Share awards: Time-based $ 5,737 $ 4,287 $ 4,986 Performance-based 7,920 796 716 Stock options 1,019 990 925 Other (1) 671 402 431 Total stock-based compensation expense $ 15,347 $ 6,475 $ 7,058 (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. |
Summary of Nonvested Time-Based Share Awards | A summary of the status of nonvested time-based restricted stock units at August 28, 2021, and changes during Fiscal 2021, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 29, 2020 302,264 $ 38.27 Granted 150,275 $ 54.56 Vested (92,942) $ 40.36 Forfeited/canceled (28,778) $ 42.13 Outstanding at August 28, 2021 330,819 $ 44.35 (1) Number of shares in the above table are shown in whole numbers. |
Summary of Nonvested Performance-Based Awards | A summary of the status of our nonvested performance-based restricted stock units at August 28, 2021, and changes during Fiscal 2021, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 29, 2020 188,992 $ 40.73 Granted 97,996 $ 54.49 Vested (26,515) $ 45.18 Forfeited/canceled (32,722) $ 42.97 Outstanding at August 28, 2021 227,751 $ 45.81 (1) Number of shares in the above table are shown in whole numbers. |
Summary of Stock Option Activity | A summary of stock option activity for Fiscal 2021 is as follows: Stock Options (1) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at August 29, 2020 292,444 $ 36.96 Granted 54,836 $ 54.49 Exercised (22,607) $ 33.59 Forfeited/canceled (6,770) $ 40.75 Outstanding at August 28, 2021 317,903 $ 40.14 7.1 $ 10,480 Vested and expected to vest at August 28, 2021 317,903 $ 40.14 7.1 $ 10,480 Exercisable at August 28, 2021 195,873 $ 36.19 6.4 $ 7,231 (1) Number of shares in the above table are shown in whole numbers. |
Fair Value of Stock Options Using Black-Scholes Option-Pricing Model Assumptions | 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) 2021 2020 2019 Expected dividend yield 0.8 % 0.9 % 1.3 % Risk-free interest rate (2) 0.3 % 1.7 % 3.0 % Expected life of stock options (in years) (3) 5 5 5 Expected stock price volatility (4) 48.6 % 41.2 % 39.1 % Weighted average fair value of options granted $ 21.65 $ 17.18 $ 11.09 (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 the 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax expense consisted of the following: 2021 2020 2019 Current Federal $ 71,579 $ 14,318 $ 16,433 State 16,179 2,806 3,138 Total 87,758 17,124 19,571 Deferred Federal 737 (790) 6,395 State (2,916) (500) 1,145 Total (2,179) (1,290) 7,540 Provision for income taxes $ 85,579 $ 15,834 $ 27,111 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows: 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.3 % 1.9 % 2.9 % Income tax credits (0.6) % (2.5) % (4.5) % Nondeductible compensation 0.5 % 0.9 % — % Tax-free and dividend income (0.1) % (0.6) % (0.5) % Uncertain tax position settlements and adjustments (0.1) % 0.1 % 0.9 % Other items (0.7) % (0.3) % (0.3) % Effective tax provision rate 23.3 % 20.5 % 19.5 % |
Schedule of Deferred Income Taxes | The tax effects of temporary differences that give rise to deferred income taxes were as follows: August 28, 2021 August 29, 2020 Warranty reserves $ 22,450 $ 13,969 Deferred compensation 5,224 5,406 Self-insurance reserve 4,336 3,426 Stock-based compensation 4,607 2,865 Leases 8,422 8,638 Other (1) 7,170 6,191 Total deferred tax assets 52,209 40,495 Convertible notes 2,608 3,125 Intangibles 39,940 32,933 Depreciation 15,161 11,715 Leases 7,929 8,330 Total deferred tax liabilities 65,638 56,103 Total deferred income tax liabilities, net $ 13,429 $ 15,608 (1) Other includes $400 and $500 related to state net operating losses as of August 28, 2021 and August 29, 2020, respectively. These net operating losses are subject to various expiration periods from 5 years to no expiration. We have evaluated all the positive and negative evidence and consider it more likely than not that these carryforwards can be realized before expiration. |
Schedule of Unrecognized Tax Benefits | Changes in the unrecognized tax benefits are as follows: 2021 2020 2019 Balance at beginning of year $ 5,830 $ 2,822 $ 1,220 Gross increases-tax positions in a prior year — 2,486 1,173 Gross decreases-tax positions in a prior year (872) — — Gross increases-current year tax positions 579 522 429 Balance at end of year 5,537 5,830 2,822 Accrued interest and penalties 946 681 769 Total unrecognized tax benefits $ 6,483 $ 6,511 $ 3,591 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted earnings per share are calculated as follows: (in thousands, except per share data) 2021 2020 2019 Net income $ 281,871 $ 61,442 $ 111,798 Weighted average common shares outstanding 33,528 33,236 31,536 Dilutive impact of stock compensation awards 375 218 185 Dilutive impact of convertible notes 153 — — Weighted average common shares outstanding, assuming dilution 34,056 33,454 31,721 Anti-dilutive securities excluded from weighted average diluted common shares outstanding 49 39 189 Basic earnings per common share $ 8.41 $ 1.85 $ 3.55 Diluted earnings per common share $ 8.28 $ 1.84 $ 3.52 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Aug. 28, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: 2021 2020 Defined Benefit Pension Items Total Defined Benefit Pension Items Interest Rate Swap Total Balance at beginning of year $ (526) $ (526) $ (559) $ 68 $ (491) OCI before reclassifications — — — (500) (500) Amounts reclassified from AOCI 35 35 33 432 465 Net current-year OCI 35 35 33 (68) (35) Balance at end of year $ (491) $ (491) $ (526) $ — $ (526) |
Reclassification out of AOCI in Net Periodic Benefit Costs | Reclassifications out of AOCI, net of tax, were: Location on Consolidated Statements of Income and Comprehensive Income 2021 2020 2019 Amortization of net actuarial loss SG&A $ 35 $ 33 $ 32 Interest rate contract Interest expense — 432 — Total reclassifications $ 35 $ 465 $ 32 |
Basis of Presentation - Propert
Basis of Presentation - Property and Equipment (Details) | 12 Months Ended |
Aug. 28, 2021 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 10 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 5 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 10 years |
Transportation equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 3 years |
Transportation equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 6 years |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - USD ($) | Aug. 31, 2021 | Aug. 28, 2021 | Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | Oct. 13, 2021 | May 30, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | ||||
Finite-lived impairment loss | $ 0 | 0 | 0 | ||||
Insurance policy limit | 50,000,000 | ||||||
Self insurance reserve for product liability, per occurrence | 1,000,000 | ||||||
Self insurance reserve for product liability, aggregate per policy year | 2,000,000 | ||||||
Self-insurance policy health, occurrence | $ 300,000 | ||||||
Self-insurance policy health, aggregate | 125.00% | ||||||
Advertising expense | $ 11,634,000 | 12,540,000 | $ 8,284,000 | ||||
Deferred FICA liability | 16,223,000 | 16,223,000 | $ 7,828,000 | ||||
Employee retention credit | $ 3,999,000 | ||||||
Employee retention credit outstanding | $ 3,202,000 | $ 3,202,000 | |||||
Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Share repurchase program, authorized amount | $ 200,000,000 | ||||||
Barletta | Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Total | $ 255,000,000 | ||||||
Payments to acquire business, cash on hand | 230,000,000 | ||||||
Common stock issued to sellers | 25,000,000 | ||||||
Earnout in cash | 50,000,000 | ||||||
Earnout in common stock | $ 15,000,000 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | Nov. 08, 2019 | May 30, 2020 | Aug. 31, 2019 | Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Acquisition related costs | $ 652,000 | $ 725,000 | $ 9,761,000 | $ 0 | ||
Newmar Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Percent of voting interest acquired | 100.00% | |||||
Stock consideration discount | 7.00% | |||||
Purchase price adjustments | $ 3,316,000 | |||||
Weighted-average useful life | 10 years 6 months | |||||
Transaction costs | 10,413,000 | |||||
Acquisition related costs | $ 0 | $ 9,761,000 |
Business Combinations - Conside
Business Combinations - Consideration Paid (Details) - Newmar Corporation $ / shares in Units, $ in Thousands | Nov. 08, 2019USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Cash | $ 264,434 |
Winnebago Industries shares: 2,000,000 at $46.29 | 92,572 |
Total | $ 357,006 |
Shares issued for acquisition (in shares) | shares | 2,000,000 |
Share price (in dollars per share) | $ / shares | $ 46.29 |
Business Combinations - Schedul
Business Combinations - Schedule of Preliminary Fair Values Assigned (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 | Nov. 08, 2019 | Aug. 31, 2019 | Aug. 25, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 348,058 | $ 348,058 | $ 274,931 | $ 274,370 | |
Newmar Corporation | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 3,469 | ||||
Accounts receivable | 37,147 | ||||
Inventories | 82,621 | ||||
Prepaid expenses and other assets | 9,830 | ||||
Property, plant, and equipment | 31,143 | ||||
Goodwill | 73,127 | ||||
Other intangible assets | 172,100 | ||||
Total assets acquired | 409,437 | ||||
Accounts payable | 14,023 | ||||
Accrued compensation | 4,306 | ||||
Product warranties | 15,147 | ||||
Promotional | 6,351 | ||||
Other | 11,636 | ||||
Deferred tax liabilities | 968 | ||||
Total liabilities assumed | 52,431 | ||||
Total purchase price | $ 357,006 |
Business Combinations - Sched_2
Business Combinations - Schedule of Intangible Assets (Details) - Newmar Corporation $ in Thousands | Nov. 08, 2019USD ($) |
Business Acquisition [Line Items] | |
Other intangible assets | $ 172,100 |
Dealer network | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 64,000 |
Useful Life-Years | 12 years |
Backlog | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 8,800 |
Useful Life-Years | 6 months |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 1,300 |
Useful Life-Years | 5 years |
Trade name | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 98,000 |
Business Combinations - Net Rev
Business Combinations - Net Revenues and Operating Income (Details) - Newmar Corporation - Motorhome $ in Thousands | 12 Months Ended |
Aug. 29, 2020USD ($) | |
Business Acquisition [Line Items] | |
Net revenues | $ 388,383 |
Net income (loss) | $ (3,642) |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 652,000 | $ 725,000 | $ 9,761,000 | $ 0 |
Expenses related to business combination (transaction costs) | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | 652,000 | 652,000 | ||
Newmar Corporation | ||||
Business Acquisition [Line Items] | ||||
Net revenues | 2,508,792,000 | 2,645,914,000 | ||
Net income | $ 72,609,000 | $ 101,692,000 | ||
Earnings per share - basic (in dollars per share) | $ 2.16 | $ 3.03 | ||
Earnings per share - diluted (in dollars per share) | $ 2.11 | $ 3.02 | ||
Acquisition related costs | $ 0 | $ 9,761,000 | ||
Newmar Corporation | Amortization of intangibles (1 year or less useful life) | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring adjustments | 13,610,000 | $ (13,610,000) | ||
Newmar Corporation | Increase in amortization of intangibles | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring adjustments | (1,061,000) | (5,578,000) | ||
Newmar Corporation | Expenses related to business combination (transaction costs) | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring adjustments | 9,761,000 | (9,950,000) | ||
Newmar Corporation | Interest to reflect new debt structure | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring adjustments | (4,356,000) | (19,155,000) | ||
Newmar Corporation | Taxes related to the adjustments to the pro forma data and to the income of Newmar | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring adjustments | $ (2,968,000) | $ 2,686,000 |
Business Segments - Information
Business Segments - Information by Reportable Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2019USD ($) | Aug. 28, 2021USD ($)segment | Aug. 29, 2020USD ($) | Aug. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 6 | |||
Number of reportable segments | segment | 2 | |||
Net Revenues | $ 3,629,847 | $ 2,355,533 | $ 1,985,674 | |
Adjusted EBITDA | 436,067 | 168,075 | 179,652 | |
Capital Expenditures | 44,891 | 32,377 | 40,858 | |
Total Assets | 2,062,567 | 1,713,700 | ||
Net income | 281,871 | 61,442 | 111,798 | |
Interest expense, net | 40,365 | 37,461 | 17,939 | |
Provision for income taxes | 85,579 | 15,834 | 27,111 | |
Depreciation | 18,201 | 15,997 | 13,682 | |
Amortization | 14,361 | 22,104 | 9,635 | |
EBITDA | 440,377 | 152,838 | 180,165 | |
Acquisition-related fair-value inventory step-up | 0 | 4,810 | 0 | |
Acquisition-related costs | $ 652 | 725 | 9,761 | 0 |
Restructuring | 112 | 1,640 | 1,068 | |
Gain on sale of property, plant and equipment | (4,753) | 0 | 0 | |
Non-operating income | (394) | (974) | (1,581) | |
Corporate / All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 80,804 | 71,172 | 81,420 | |
Adjusted EBITDA | (22,145) | (13,150) | (11,480) | |
Capital Expenditures | 2,166 | 3,927 | 3,210 | |
Total Assets | 544,250 | 395,143 | ||
Towable | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 2,009,959 | 1,227,567 | 1,197,327 | |
Adjusted EBITDA | 289,007 | 148,276 | 163,677 | |
Capital Expenditures | 25,121 | 13,389 | 27,679 | |
Total Assets | 790,257 | 718,253 | ||
Motorhome | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 1,539,084 | 1,056,794 | 706,927 | |
Adjusted EBITDA | 169,205 | 32,949 | 27,455 | |
Capital Expenditures | 17,604 | 15,061 | $ 9,969 | |
Total Assets | $ 728,060 | $ 600,304 |
Business Segments - Revenues by
Business Segments - Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | $ 3,629,847 | $ 2,355,533 | $ 1,985,674 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 3,410,588 | 2,225,028 | 1,836,472 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | $ 219,259 | $ 130,505 | $ 149,202 |
Derivatives, Investments, and_3
Derivatives, Investments, and Fair Value Measurements - Fair Value Inputs (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | $ 940 | $ 626 |
International equity funds | 41 | 34 |
Fixed income funds | 46 | 50 |
Total assets at fair value | 1,027 | 710 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 940 | 626 |
International equity funds | 41 | 34 |
Fixed income funds | 46 | 50 |
Total assets at fair value | 1,027 | 710 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Total assets at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Fixed income funds | 0 | 0 |
Total assets at fair value | $ 0 | $ 0 |
Derivatives, Investments, and_4
Derivatives, Investments, and Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | Mar. 06, 2020 | Mar. 02, 2020 | Jan. 23, 2017 | |
Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairments for non-financial assets | $ 0 | $ 0 | $ 0 | |||
Term Loan | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt amount | $ 300,000,000 | |||||
Interest Rate Swap | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notional amount | $ 25,000,000 | $ 25,000,000 | ||||
Fair value of interest rate swap | $ 0 | $ 0 | ||||
Fixed interest rate | 1.265% | 1.364% |
Inventories - Inventory Schedul
Inventories - Inventory Schedule (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 12,243 | $ 17,141 |
Work-in-process ("WIP") | 184,611 | 86,651 |
Raw materials | 183,583 | 114,982 |
Total | 380,437 | 218,774 |
Less: Excess of FIFO over LIFO cost | 38,964 | 35,833 |
Inventories, net | $ 341,473 | $ 182,941 |
Inventories - Inventory Basis (
Inventories - Inventory Basis (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Inventory Disclosure [Abstract] | ||
LIFO basis | $ 139,544 | $ 88,675 |
First-in, first-out basis | 240,893 | 130,099 |
Total | $ 380,437 | $ 218,774 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) | 12 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Inventory Disclosure [Abstract] | ||
Decrement of LIFO inventory layers | $ 0 | $ 5,188,000 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 351,938 | $ 327,183 |
Less: Accumulated depreciation | 160,511 | 152,238 |
Property, plant, and equipment, net | 191,427 | 174,945 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 9,111 | 11,101 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 147,629 | 144,565 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 121,911 | 117,370 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 36,815 | 28,456 |
Transportation | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 5,335 | 4,913 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 31,137 | $ 20,778 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |||
Depreciation | $ 18,201 | $ 15,997 | $ 13,682 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 29, 2020 | Aug. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance at beginning of year | $ 274,931 | $ 274,370 |
Acquisition | 73,127 | 561 |
Balance at end of year | 348,058 | 274,931 |
Corporate / All Other | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 30,247 | 29,686 |
Acquisition | 0 | 561 |
Balance at end of year | 30,247 | 30,247 |
Towable | Operating Segments | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 244,684 | 244,684 |
Acquisition | 0 | 0 |
Balance at end of year | 244,684 | 244,684 |
Motorhome | Operating Segments | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 0 | 0 |
Acquisition | 73,127 | 0 |
Balance at end of year | $ 73,127 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 469,805 | $ 469,805 |
Accumulated Amortization | 79,398 | 65,037 |
Net Carrying Value | 390,407 | 404,768 |
Trade names | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 275,250 | 275,250 |
Net Carrying Value | 275,250 | 275,250 |
Dealer networks | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 159,581 | 159,581 |
Accumulated Amortization | 45,652 | 32,487 |
Net Carrying Value | 113,929 | 127,094 |
Backlog | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,327 | 28,327 |
Accumulated Amortization | 28,327 | 28,327 |
Net Carrying Value | 0 | 0 |
Non-compete agreements | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,647 | 6,647 |
Accumulated Amortization | 5,419 | 4,223 |
Net Carrying Value | $ 1,228 | $ 2,424 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | Aug. 28, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal 2022 | $ 13,719 |
Fiscal 2023 | 13,526 |
Fiscal 2024 | 13,424 |
Fiscal 2025 | 13,219 |
Fiscal 2026 | 13,165 |
Thereafter | 48,104 |
Total amortization expense remaining | $ 115,157 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) | 12 Months Ended |
Aug. 28, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated impairment losses | $ 0 |
Weighted average remaining amortization period for intangible assets | 9 years |
Product Warranties - Schedule o
Product Warranties - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of year | $ 64,031 | $ 44,436 | $ 40,498 |
Business acquisitions | 0 | 15,147 | 0 |
Provision | 89,951 | 61,898 | 45,902 |
Claims paid | (62,760) | (57,450) | (41,964) |
Balance at end of year | $ 91,222 | $ 64,031 | $ 44,436 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreements Narrative (Details) - USD ($) | Jul. 08, 2020 | Nov. 08, 2016 | Jul. 01, 2020 | Jan. 23, 2017 |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 300,000,000 | |||
Debt repaid | $ 249,750,000 | |||
Write off of debt issuance costs | 4,650,000 | |||
Term Loan | Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Derivative liability position | $ 600,000 | |||
ABL Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt, face amount | $ 192,500,000 | |||
Commitment fee percentage | 0.25% | |||
ABL Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Floating rate | 1.25% | |||
ABL Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Floating rate | 1.75% | |||
Senior Notes | Senior Secured Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 300,000,000 | |||
Interest rate, stated percentage | 6.25% | |||
Debt issuance costs capitalized | $ 7,493,000 | |||
Debt instrument, term | 8 years | |||
Letter of Credit | ABL Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 19,300,000 |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes Narrative (Details) | Nov. 01, 2019USD ($)day$ / sharesRate | Oct. 30, 2019USD ($)$ / shares | Aug. 28, 2021USD ($) | Aug. 29, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Offering-related costs | $ 11,075,000 | $ 13,076,000 | ||
Call Spread Transactions | ||||
Debt Instrument [Line Items] | ||||
Percentage increase of strike price | 100.00% | |||
Equity component of issuance | $ 85,021,000 | |||
Equity component of issuance, net of tax | 64,106,000 | |||
Offering-related costs | 9,777,000 | |||
Deferred offering costs classified as liability | 7,006,000 | |||
Deferred offering costs classified as equity | 2,771,000 | |||
Call Spread Transactions | Warrant | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ / shares | $ 96.20 | |||
Convertible Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 300,000,000 | |||
Interest rate, stated percentage | 1.50% | |||
Proceeds from issuance of notes | $ 290,223,000 | |||
Conversion rate | Rate | 1.56906% | |||
Conversion price (in dollars per share) | $ / shares | $ 63,730,000 | |||
Number of consecutive trading days | day | 30 | |||
Consecutive business days | day | 5 | |||
Consecutive trading days | day | 5 | |||
Convertible Senior Notes due 2025 | Convertible Note Hedge Transactions | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ / shares | $ 63.73 | |||
Convertible Senior Notes due 2025 | Call Spread Transactions | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 214,979,000 | |||
Interest rate, stated percentage | 8.00% | |||
Proceeds from issuance of notes | $ 28,590,000 | |||
Convertible Senior Notes due 2025 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of the conversion price | 130.00% | |||
Number of trading days | day | 20 | |||
Convertible Senior Notes due 2025 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of the conversion price | 98.00% |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 600,000 | $ 600,000 |
Convertible Notes unamortized interest discount | (60,366) | (74,294) |
Debt issuance cost, net | (11,075) | (13,076) |
Long-term debt, net | 528,559 | 512,630 |
Fair value of long-term debt, excluding debt issuance costs | 726,606 | 674,709 |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 0 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 300,000 | 300,000 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 300,000 | $ 300,000 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Debt Disclosure [Abstract] | ||
Fiscal 2022 | $ 0 | |
Fiscal 2023 | 0 | |
Fiscal 2024 | 0 | |
Fiscal 2025 | 300,000 | |
Fiscal 2026 | 0 | |
Thereafter | 300,000 | |
Total Long-term debt, gross | $ 600,000 | $ 600,000 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Assets | ||
Operating leases | $ 28,379 | $ 29,463 |
Finance leases | 4,971 | 4,398 |
Total lease assets | $ 33,350 | $ 33,861 |
Finance lease, right-of-use asset, statement of financial position, extensible enumeration | Other assets | Other assets |
Liabilities | ||
Current: Operating leases | $ 2,596 | $ 2,660 |
Current: Finance leases | 700 | 539 |
Non-Current: Operating leases | 26,745 | 27,048 |
Non-Current: Finance leases | 5,313 | 4,868 |
Total lease liabilities | $ 35,354 | $ 35,115 |
Operating lease, liability, current, statement of financial position, extensible enumeration | Other current liabilities | Other current liabilities |
Finance lease, liability, current, statement of financial position, extensible enumeration | Other current liabilities | Other current liabilities |
Finance lease, liability, noncurrent, statement of financial position, extensible enumeration | Other long-term liabilities | Other long-term liabilities |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 5,785 | $ 6,962 |
Finance lease cost: | ||
Depreciation of lease assets | 609 | 474 |
Interest on lease liabilities | 327 | 289 |
Total lease cost | $ 6,721 | $ 7,725 |
Leases - Future Lease Commitmen
Leases - Future Lease Commitments for Future Fiscal Years (Details) $ in Thousands | Aug. 28, 2021USD ($) |
Operating Leases | |
Fiscal 2022 | $ 2,062 |
Fiscal 2023 | 5,094 |
Fiscal 2024 | 4,987 |
Fiscal 2025 | 4,679 |
Fiscal 2026 | 4,582 |
Thereafter | 17,214 |
Total future undiscounted lease payments | 38,618 |
Less: Interest | 9,277 |
Total reported lease liabilities | 29,341 |
Related Party Amount | |
Operating Leases | |
Fiscal 2022 | 900 |
Fiscal 2023 | 1,500 |
Fiscal 2024 | 1,800 |
Fiscal 2025 | 1,800 |
Fiscal 2026 | 1,800 |
Thereafter | 6,000 |
Total future undiscounted lease payments | 13,800 |
Less: Interest | 3,216 |
Total reported lease liabilities | 10,584 |
Non-Related Party Amount | |
Operating Leases | |
Fiscal 2022 | 1,162 |
Fiscal 2023 | 3,594 |
Fiscal 2024 | 3,187 |
Fiscal 2025 | 2,879 |
Fiscal 2026 | 2,782 |
Thereafter | 11,214 |
Total future undiscounted lease payments | 24,818 |
Less: Interest | 6,061 |
Total reported lease liabilities | 18,757 |
Financing Leases | |
Fiscal 2022 | 1,051 |
Fiscal 2023 | 1,040 |
Fiscal 2024 | 1,013 |
Fiscal 2025 | 1,035 |
Fiscal 2026 | 1,056 |
Thereafter | 2,243 |
Total future undiscounted lease payments | 7,438 |
Less: Interest | 1,425 |
Total reported lease liabilities | $ 6,013 |
Leases - Additional Lease Costs
Leases - Additional Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 2,589 | $ 2,463 |
Operating cash flows from financing leases | 327 | 289 |
Financing cash flows from financing leases | 572 | 362 |
Lease assets obtained in exchange for new lease liabilities: | ||
Operating leases | 2,626 | 1,179 |
Finance leases | $ 1,210 | $ 5,664 |
Weighted average remaining lease term: | ||
Operating leases | 8 years 1 month 6 days | 8 years 8 months 12 days |
Finance leases | 6 years 9 months 18 days | 7 years 9 months 18 days |
Weighted average discount rate: | ||
Operating leases | 6.20% | 6.20% |
Finance leases | 6.30% | 6.20% |
Unfavorable lease liability | $ 965 | $ 965 |
Employee and Retiree Benefits -
Employee and Retiree Benefits - Postretirement Health Care and Deferred Compensation Benefits (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Retirement Benefits [Abstract] | ||
Non-qualified deferred compensation | $ 9,731 | $ 11,460 |
Supplemental executive retirement plan | 1,615 | 1,838 |
Executive deferred compensation plan | 1,029 | 710 |
Total deferred compensation benefits | 12,375 | 14,008 |
Less current portion | 2,825 | 2,878 |
Deferred compensation benefits, net of current portion | $ 9,550 | $ 11,130 |
Employee and Retiree Benefits_2
Employee and Retiree Benefits - Deferred Compensation Narrative (Details) - USD ($) | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contribution amount | $ 5,557,000 | $ 3,367,000 | $ 2,894,000 |
Employer discretionary contribution amount | $ 6,122,000 | 0 | 0 |
Key Employees | Non-Qualified Deferred Compensation Program (1981) | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Vesting age | 55 years | ||
Requisite service period | 5 years | ||
Requisite service period prior to December 1992 | 20 years | ||
Deferred compensation expense | $ 795,000 | 902,000 | $ 943,000 |
Officers and Managers | Supplemental Employee Retirement Plan (SERP) | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contractual amount of years after retirement | 15 years | ||
Officers and Key Employees | Executive Deferred Compensation Plan 2007 | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Maximum salary deferral | 50.00% | ||
Maximum cash incentive award deferral | 100.00% | ||
Deferred compensation assets | $ 1,027,000 | $ 710,000 |
Employee and Retiree Benefits_3
Employee and Retiree Benefits - Investment in Life Insurance (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Retirement Benefits [Abstract] | ||
Cash value | $ 66,544 | $ 64,214 |
Borrowings | (37,723) | (36,376) |
Investment in life insurance | $ 28,821 | $ 27,838 |
Contingent Liabilities and Co_3
Contingent Liabilities and Commitments - Repurchase Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 24 months | |
Percentage of dealer invoice that liability cannot exceed | 100.00% | |
Accrued loss on repurchases | $ 923 | $ 980 |
Obligation to Repurchase from Dealers | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 552,112 | $ 798,906 |
Contingent Liabilities and Co_4
Contingent Liabilities and Commitments - Schedule of Repurchased Activity (Details) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021USD ($)recreationVehicle | Aug. 29, 2020USD ($)recreationVehicle | Aug. 31, 2019USD ($)recreationVehicle | |
Inventory repurchased: | |||
Units | recreationVehicle | 10 | 107 | 125 |
Dollars | $ | $ 349 | $ 2,592 | $ 5,535 |
Inventory resold: | |||
Units | recreationVehicle | 10 | 118 | 109 |
Cash collected | $ | $ 321 | $ 2,540 | $ 4,634 |
Loss recognized | $ | $ 29 | $ 252 | $ 556 |
Units in ending inventory | recreationVehicle | 5 | 5 | 16 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 3,629,847 | $ 2,355,533 | $ 1,985,674 |
Operating Segments | Towable | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2,009,959 | 1,227,567 | 1,197,327 |
Operating Segments | Towable | Fifth Wheel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,024,355 | 690,452 | |
Operating Segments | Towable | Travel Trailer | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 959,716 | 519,282 | |
Operating Segments | Towable | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 25,888 | 17,833 | |
Operating Segments | Motorhome | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,539,084 | 1,056,794 | 706,927 |
Operating Segments | Motorhome | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 38,684 | 33,245 | |
Operating Segments | Motorhome | Class A | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 690,146 | 479,120 | |
Operating Segments | Motorhome | Class B | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 532,200 | 332,961 | |
Operating Segments | Motorhome | Class C | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 278,054 | 211,468 | |
Corporate / All Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 80,804 | 71,172 | $ 81,420 |
Corporate / All Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 80,804 | $ 71,172 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 12, 2021 | Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | Dec. 11, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accrued compensation | $ 67,541 | $ 36,533 | ||||
Unrecognized compensation expense related to stock options | $ 1,226 | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options term | 10 years | |||||
Vesting period | 3 years | |||||
Unrecognized compensation expense, period of recognition | 9 months 18 days | |||||
Performance-based | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Unrecognized compensation expense | $ 3,804 | |||||
Unrecognized compensation expense, period of recognition | 1 year | |||||
Total fair value of awards vested | $ 1,445 | $ 2,438 | ||||
Granted (in shares) | 97,996 | |||||
Vested (in shares) | 26,515 | 0 | 0 | |||
Time-based | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 7,122 | |||||
Unrecognized compensation expense, period of recognition | 9 months 18 days | |||||
Total fair value of awards vested | $ 5,210 | $ 3,324 | $ 6,648 | |||
Granted (in shares) | 150,275 | |||||
Vested (in shares) | 92,942 | |||||
Time-based | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Discount market price percentage | 15.00% | |||||
Term of sale restriction period after grant | 1 year | |||||
Shares purchased through the ESPP (in shares) | 24,000 | 21,000 | ||||
Accrued compensation | $ 385 | $ 274 | ||||
Restricted Stock Units (RSUs) | Key Management | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 124,978 | |||||
Shares granted, value | $ 9,447 | |||||
Closing price of common stock on grant date (in dollars per share) | $ 75.59 | |||||
Restricted Stock Units (RSUs) | Key Management | Scenario, Forecast | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 3,149 | |||||
Incentive Compensation Plan 2019 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 4,100,000 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Expense Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 15,347 | $ 6,475 | $ 7,058 |
Time-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 5,737 | 4,287 | 4,986 |
Performance-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 7,920 | 796 | 716 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,019 | 990 | 925 |
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 671 | $ 402 | $ 431 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Share Awards Activity (Details) - $ / shares | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Time-based | |||
Shares | |||
Beginning balance (in shares) | 302,264 | ||
Granted (in shares) | 150,275 | ||
Vested (in shares) | (92,942) | ||
Forfeited/canceled (in shares) | (28,778) | ||
Ending balance (in shares) | 330,819 | 302,264 | |
Weighted Average Fair Value | |||
Beginning balance (in dollars per share) | $ 44.35 | $ 38.27 | |
Granted (in dollars per share) | 54.56 | ||
Vested (in dollars per share) | 40.36 | ||
Forfeited/canceled (in dollars per share) | 42.13 | ||
Ending balance (in dollars per share) | $ 44.35 | $ 38.27 | |
Performance-based | |||
Shares | |||
Beginning balance (in shares) | 188,992 | ||
Granted (in shares) | 97,996 | ||
Vested (in shares) | (26,515) | 0 | 0 |
Forfeited/canceled (in shares) | (32,722) | ||
Ending balance (in shares) | 227,751 | 188,992 | |
Weighted Average Fair Value | |||
Beginning balance (in dollars per share) | $ 45.81 | $ 40.73 | |
Granted (in dollars per share) | 54.49 | ||
Vested (in dollars per share) | 45.18 | ||
Forfeited/canceled (in dollars per share) | 42.97 | ||
Ending balance (in dollars per share) | $ 45.81 | $ 40.73 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Aug. 28, 2021USD ($)$ / sharesshares | |
Stock Options | |
Outstanding beginning balance (in shares) | shares | 292,444 |
Granted (in shares) | shares | 54,836 |
Exercised (in shares) | shares | (22,607) |
Forfeited/canceled (in shares) | shares | (6,770) |
Outstanding ending balance (in shares) | shares | 317,903 |
Vested and expected to vest at end of year (in shares) | shares | 317,903 |
Exercisable at end of year (in shares) | shares | 195,873 |
Weighted Average Exercise Price Per Share | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 36.96 |
Granted (in dollars per share) | $ / shares | 54.49 |
Exercised (in dollars per share) | $ / shares | 33.59 |
Forfeited/canceled (in dollars per share) | $ / shares | 40.75 |
Outstanding ending balance (in dollars per share) | $ / shares | 40.14 |
Vested and expected to vest at end of year (in dollars per share) | $ / shares | 40.14 |
Exercisable at end of year (in dollars per share) | $ / shares | $ 36.19 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding | 7 years 1 month 6 days |
Vested and expected to vest | 7 years 1 month 6 days |
Exercisable | 6 years 4 months 24 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 10,480 |
Vested and expected to vest | $ | 10,480 |
Exercisable | $ | $ 7,231 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - Stock Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Expected dividend yield | 0.80% | 0.90% | 1.30% |
Risk free interest rate | 0.30% | 1.70% | 3.00% |
Expected life of stock options (in years) | 5 years | 5 years | 5 years |
Expected stock price volatility | 48.60% | 41.20% | 39.10% |
Weighted average fair value of options granted (in dollars per share) | $ 21.65 | $ 17.18 | $ 11.09 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Proceeds from the sale of property, plant, and equipment | $ 12,452,000 | $ 0 | $ 148,000 |
Expected restructuring cost | 0 | ||
Facility Relocation | |||
Restructuring Cost and Reserve [Line Items] | |||
Proceeds from the sale of property, plant, and equipment | 12,423,000 | ||
Gain on sale | $ 4,753,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Current | |||
Federal | $ 71,579 | $ 14,318 | $ 16,433 |
State | 16,179 | 2,806 | 3,138 |
Total | 87,758 | 17,124 | 19,571 |
Deferred | |||
Federal | 737 | (790) | 6,395 |
State | (2,916) | (500) | 1,145 |
Total | (2,179) | (1,290) | 7,540 |
Provision for income taxes | $ 85,579 | $ 15,834 | $ 27,111 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 3.30% | 1.90% | 2.90% |
Income tax credits | (0.60%) | (2.50%) | (4.50%) |
Nondeductible compensation | 0.50% | 0.90% | 0.00% |
Tax-free and dividend income | (0.10%) | (0.60%) | (0.50%) |
Uncertain tax position settlements and adjustments | (0.10%) | 0.10% | 0.90% |
Other items | (0.70%) | (0.30%) | (0.30%) |
Effective tax provision rate | 23.30% | 20.50% | 19.50% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 23.30% | 20.50% | 19.50% |
Unrecognized tax benefits | $ 2,600 |
Income Taxes - Significant Item
Income Taxes - Significant Items Comprising Deferred Taxes (Details) - USD ($) $ in Thousands | Aug. 28, 2021 | Aug. 29, 2020 |
Income Tax Disclosure [Abstract] | ||
Warranty reserves | $ 22,450 | $ 13,969 |
Deferred compensation | 5,224 | 5,406 |
Self-insurance reserve | 4,336 | 3,426 |
Stock-based compensation | 4,607 | 2,865 |
Leases | 8,422 | 8,638 |
Other | 7,170 | 6,191 |
Total deferred tax assets | 52,209 | 40,495 |
Convertible notes | 2,608 | 3,125 |
Intangibles | 39,940 | 32,933 |
Depreciation | 15,161 | 11,715 |
Leases | 7,929 | 8,330 |
Total deferred tax liabilities | 65,638 | 56,103 |
Total deferred income tax liabilities, net | 13,429 | 15,608 |
State NOL carryforward | $ 400 | $ 500 |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 5,830 | $ 2,822 | $ 1,220 |
Gross increases-tax positions in a prior year | 0 | 2,486 | 1,173 |
Gross decreases-tax positions in a prior year | (872) | 0 | 0 |
Gross increases-current year tax positions | 579 | 522 | 429 |
Balance at end of year | 5,537 | 5,830 | 2,822 |
Accrued interest and penalties | 946 | 681 | 769 |
Total unrecognized tax benefits | $ 6,483 | $ 6,511 | $ 3,591 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net income | $ 281,871 | $ 61,442 | $ 111,798 |
Weighted average common shares outstanding (in shares) | 33,528 | 33,236 | 31,536 |
Dilutive impact of stock compensation awards (in shares) | 375 | 218 | 185 |
Dilutive impact of convertible notes (in shares) | 153 | 0 | 0 |
Weighted average common shares outstanding, assuming dilution (in shares) | 34,056 | 33,454 | 31,721 |
Anti-dilutive securities excluded from weighted average common shares outstanding, assuming dilution (in shares) | 49 | 39 | 189 |
Basic earnings per common share (in dollars per share) | $ 8.41 | $ 1.85 | $ 3.55 |
Diluted earnings per common share (in dollars per share) | $ 8.28 | $ 1.84 | $ 3.52 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in AOCI by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | $ 827,466 | $ 632,212 | $ 534,445 |
OCI before reclassifications | 0 | (500) | |
Amounts reclassified from AOCI | 35 | 465 | |
Other comprehensive income (loss) | 35 | (35) | (1,383) |
Balance at end of year | 1,056,943 | 827,466 | 632,212 |
Total | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | (526) | (491) | 892 |
Balance at end of year | (491) | (526) | (491) |
Defined Benefit Pension Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | (526) | (559) | |
OCI before reclassifications | 0 | 0 | |
Amounts reclassified from AOCI | 35 | 33 | |
Other comprehensive income (loss) | 35 | 33 | |
Balance at end of year | (491) | (526) | (559) |
Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | $ 0 | 68 | |
OCI before reclassifications | (500) | ||
Amounts reclassified from AOCI | 432 | ||
Other comprehensive income (loss) | (68) | ||
Balance at end of year | $ 0 | $ 68 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassification out of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 28, 2021 | Aug. 29, 2020 | Aug. 31, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Selling, general, and administrative expenses | $ 228,581 | $ 177,061 | $ 142,295 |
Interest expense | 40,365 | 37,461 | 17,939 |
Net income | 281,871 | 61,442 | 111,798 |
Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Net income | 35 | 465 | 32 |
Amortization of net actuarial loss | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Selling, general, and administrative expenses | 35 | 33 | 32 |
Interest rate contract | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ 0 | $ 432 | $ 0 |
Uncategorized Items - wgo-20210
Label | Element | Value |
Operating Segments [Member] | Motorhome Segment [Member] | ||
Goodwill | us-gaap_Goodwill | $ 73,127,000 |
Operating Segments [Member] | Towable Segment [Member] | ||
Goodwill | us-gaap_Goodwill | 244,684,000 |
Corporate And Reconciling Items [Member] | ||
Goodwill | us-gaap_Goodwill | $ 30,247,000 |