Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Aug. 27, 2022 | Oct. 13, 2022 | Feb. 26, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Aug. 27, 2022 | ||
Current Fiscal Year End Date | --08-27 | ||
Document Transition Report | false | ||
Entity File Number | 001-06403 | ||
Entity Registrant Name | WINNEBAGO INDUSTRIES, INC. | ||
Entity Incorporation, State or Country Code | MN | ||
Entity Tax Identification Number | 42-0802678 | ||
Entity Address, Address Line One | 13200 Pioneer Trail | ||
Entity Address, City or Town | Eden Prairie | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55347 | ||
City Area Code | 952 | ||
Local Phone Number | 829-8600 | ||
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 | $ 2,003,293,000 | ||
Entity Common Stock, Shares Outstanding | 30,507,424 | ||
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 2022 Annual Meeting of Shareholders to be held on December 13, 2022 (the "2022 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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Aug. 27, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Minneapolis, Minnesota |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Income Statement [Abstract] | |||
Net revenues | $ 4,957,730 | $ 3,629,847 | $ 2,355,533 |
Cost of goods sold | 4,028,393 | 2,979,484 | 2,042,605 |
Gross profit | 929,337 | 650,363 | 312,928 |
Selling, general, and administrative expenses | 316,420 | 228,581 | 177,061 |
Amortization | 29,419 | 14,361 | 22,104 |
Total operating expenses | 345,839 | 242,942 | 199,165 |
Operating income | 583,498 | 407,421 | 113,763 |
Interest expense, net | 41,313 | 40,365 | 37,461 |
Non-operating loss (income) | 27,463 | (394) | (974) |
Income before income taxes | 514,722 | 367,450 | 77,276 |
Provision for income taxes | 124,086 | 85,579 | 15,834 |
Net income | $ 390,636 | $ 281,871 | $ 61,442 |
Earnings per common share: | |||
Basic (in dollars per share) | $ 12.03 | $ 8.41 | $ 1.85 |
Diluted (in dollars per share) | $ 11.84 | $ 8.28 | $ 1.84 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 32,475 | 33,528 | 33,236 |
Diluted (in shares) | 32,985 | 34,056 | 33,454 |
Other comprehensive income (loss), net of tax: | |||
Amortization of net actuarial loss (net of tax of $12, $12, and $12) | $ 37 | $ 35 | $ 33 |
Interest rate swap activity (net of tax of $0, $0, and $22) | 0 | 0 | (68) |
Other comprehensive income (loss) | 37 | 35 | (35) |
Comprehensive income | $ 390,673 | $ 281,906 | $ 61,407 |
Consolidated Statements of In_2
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Other comprehensive income (loss), net of tax: | |||
Amortization of net actuarial loss, tax | $ 12 | $ 12 | $ 12 |
Change in fair value of interest rate swap, tax | $ 0 | $ 0 | $ 22 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Current assets | ||
Cash and cash equivalents | $ 282,172 | $ 434,563 |
Receivables, less allowance for doubtful accounts ($567 and $307, respectively) | 254,124 | 253,808 |
Inventories, net | 525,769 | 341,473 |
Prepaid expenses and other current assets | 31,750 | 29,069 |
Total current assets | 1,093,815 | 1,058,913 |
Property, plant, and equipment, net | 276,219 | 191,427 |
Goodwill | 484,176 | 348,058 |
Other intangible assets, net | 472,388 | 390,407 |
Investment in life insurance | 28,624 | 28,821 |
Operating lease assets | 41,131 | 28,379 |
Other long-term assets | 20,304 | 16,562 |
Total assets | 2,416,657 | 2,062,567 |
Current liabilities | ||
Accounts payable | 217,458 | 180,030 |
Income taxes payable | 654 | 8,043 |
Accrued expenses: | ||
Accrued compensation | 71,646 | 67,541 |
Product warranties | 127,932 | 91,222 |
Self-insurance | 21,432 | 19,296 |
Promotional | 21,471 | 10,040 |
Accrued interest and dividends | 13,033 | 10,720 |
Other current liabilities | 48,471 | 20,384 |
Total current liabilities | 522,097 | 407,276 |
Non-current liabilities | ||
Long-term debt, net | 545,855 | 528,559 |
Deferred income taxes | 6,108 | 13,429 |
Unrecognized tax benefits | 5,744 | 6,483 |
Long-term operating lease liabilities | 40,426 | 26,745 |
Deferred compensation benefits, net of current portion | 8,145 | 9,550 |
Other long-term liabilities | 25,275 | 13,582 |
Total liabilities | 1,153,650 | 1,005,624 |
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 | 25,888 | 25,888 |
Additional paid-in capital | 256,224 | 218,490 |
Retained earnings | 1,537,531 | 1,172,996 |
Accumulated other comprehensive loss | (454) | (491) |
Treasury stock, at cost: 21,464 and 18,713 shares, respectively | (556,182) | (359,940) |
Total shareholders' equity | 1,263,007 | 1,056,943 |
Total liabilities and shareholders' equity | $ 2,416,657 | $ 2,062,567 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Current assets | ||
Receivables, less allowance for doubtful accounts | $ 567 | $ 307 |
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 |
Treasury stock, at cost, shares (in shares) | 21,464,000 | 18,713,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Operating Activities | |||
Net income | $ 390,636 | $ 281,871 | $ 61,442 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | 24,238 | 18,201 | 15,997 |
Amortization | 29,419 | 14,361 | 22,104 |
Non-cash interest expense, net | 15,074 | 13,928 | 10,727 |
Amortization of debt issuance costs | 2,477 | 2,465 | 7,379 |
Last in, first-out expense | 8,445 | 3,131 | (5,188) |
Stock-based compensation | 17,085 | 15,347 | 6,475 |
Deferred income taxes | (6,651) | (2,190) | (879) |
Deferred compensation expense | 524 | 1,087 | 1,070 |
Contingent consideration fair value adjustment | 29,382 | 0 | 0 |
Other, net | 1,850 | (4,665) | 1,335 |
Change in operating assets and liabilities, net of assets and liabilities acquired | |||
Receivables, net | 1,876 | (33,034) | (25,773) |
Inventories, net | (171,292) | (161,663) | 105,994 |
Prepaid expenses and other assets | 1,210 | (6,560) | (358) |
Accounts payable | 27,164 | 51,478 | 37,041 |
Income taxes and unrecognized tax benefits | (7,421) | (3,721) | 11,422 |
Accrued expenses and other liabilities | 36,606 | 47,243 | 21,646 |
Net cash provided by operating activities | 400,622 | 237,279 | 270,434 |
Investing activities | |||
Purchases of property, plant, and equipment | (87,969) | (44,891) | (32,377) |
Acquisition of business, net of cash acquired | (228,159) | 0 | (260,965) |
Proceeds from the sale of property, plant, and equipment | 178 | 12,452 | 0 |
Other, net | 280 | (570) | 266 |
Net cash used in investing activities | (315,670) | (33,009) | (293,076) |
Financing activities | |||
Borrowings on long-term debt | 4,735,580 | 3,627,627 | 2,786,824 |
Repayments on long-term debt | (4,735,580) | (3,627,627) | (2,446,824) |
Purchase of convertible bond hedge | 0 | 0 | (70,800) |
Proceeds from issuance of warrants | 0 | 0 | 42,210 |
Payments of cash dividends | (23,782) | (16,168) | (14,588) |
Payments for repurchases of common stock | (214,275) | (47,589) | (1,844) |
Payments of debt issuance costs | (1,240) | (224) | (18,030) |
Other, net | 1,954 | 1,699 | 838 |
Net cash (used in) provided by financing activities | (237,343) | (62,282) | 277,786 |
Net (decrease)/increase in cash and cash equivalents | (152,391) | 141,988 | 255,144 |
Cash and cash equivalents at beginning of period | 434,563 | 292,575 | 37,431 |
Cash and cash equivalents at end of period | 282,172 | 434,563 | 292,575 |
Supplemental Disclosures | |||
Income taxes paid, net | 139,652 | 88,698 | 3,667 |
Interest paid | 23,779 | 24,119 | 17,253 |
Non-cash investing and financing activities | |||
Issuance of common stock for acquisition of business | 22,000 | 0 | 92,572 |
Issuance of common stock for settlement of earnout liability | 13,168 | 0 | 0 |
Capital expenditures in accounts payable | 6,843 | 3,760 | 178 |
Dividends declared not yet paid | 8,816 | 6,497 | 180 |
Increase in lease assets in exchange for lease liabilities: | |||
Operating leases | 17,236 | 2,626 | 1,179 |
Financing leases | $ 2,528 | $ 1,210 | $ 5,664 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Aug. 31, 2019 | 51,776 | |||||
Balance at beginning of year at Aug. 31, 2019 | $ 632,212 | $ 25,888 | $ 91,185 | $ 866,886 | $ (491) | $ (351,256) |
Beginning balance (in shares) at Aug. 31, 2019 | (20,262) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 6,475 | 6,446 | $ 29 | |||
Issuance of stock for employee benefit and stock-based awards, net | 1,200 | (1,813) | $ 3,013 | |||
Issuance of stock for employee benefit and stock-based awards, net (in shares) | 174 | |||||
Issuance of stock for acquisition | 92,572 | 57,811 | $ 34,761 | |||
Issuance of stock for acquisition (in shares) | 2,000 | |||||
Issuance of common stock for settlement of earnout liability | 0 | |||||
Repurchase of common stock (in shares) | (45) | |||||
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 | |||||
Balance at end of year at Aug. 29, 2020 | 827,466 | $ 25,888 | 203,791 | 913,610 | (526) | $ (315,297) |
Ending balance (in shares) at Aug. 29, 2020 | (18,133) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 15,347 | 15,323 | $ 24 | |||
Stock-based compensation (in shares) | 1 | |||||
Issuance of stock for employee benefit and stock-based awards, net | 2,298 | (624) | $ 2,922 | |||
Issuance of stock for employee benefit and stock-based awards, net (in shares) | 166 | |||||
Issuance of common stock for settlement of earnout liability | 0 | |||||
Repurchase of common stock (in shares) | (747) | |||||
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 | |||||
Balance at end of year at Aug. 28, 2021 | $ 1,056,943 | $ 25,888 | 218,490 | 1,172,996 | (491) | $ (359,940) |
Ending balance (in shares) at Aug. 28, 2021 | (18,713) | (18,713) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 17,085 | 16,974 | $ 111 | |||
Stock-based compensation (in shares) | 4 | |||||
Issuance of stock for employee benefit and stock-based awards, net | 2,832 | (2,461) | $ 5,293 | |||
Issuance of stock for employee benefit and stock-based awards, net (in shares) | 261 | |||||
Issuance of stock for acquisition | 22,000 | 14,709 | $ 7,291 | |||
Issuance of stock for acquisition (in shares) | 379 | |||||
Issuance of common stock for settlement of earnout liability | 13,168 | 7,830 | $ 5,338 | |||
Issuance of stock for settlement of earnout liability (in shares) | 244 | |||||
Repurchase of common stock (in shares) | (3,639) | |||||
Repurchase of common stock | (214,275) | $ (214,275) | ||||
Common stock dividends declared | (26,195) | (26,195) | ||||
Other | 776 | 682 | 94 | |||
Total comprehensive income | 37 | 37 | ||||
Net income | 390,636 | 390,636 | ||||
Ending balance (in shares) at Aug. 27, 2022 | 51,776 | |||||
Balance at end of year at Aug. 27, 2022 | $ 1,263,007 | $ 25,888 | $ 256,224 | $ 1,537,531 | $ (454) | $ (556,182) |
Ending balance (in shares) at Aug. 27, 2022 | (21,464) | (21,464) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock dividends (in dollars per share) | $ 0.81 | $ 0.66 | $ 0.45 |
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. 27, 2022 | |
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 Indiana and 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 us 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," "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 2022 refers to the fiscal year ended August 27, 2022, Fiscal 2021 refers to the fiscal year ended August 28, 2021, and Fiscal 2020 refers to the fiscal year ended August 29, 2020. The financial statements presented are all 52-week fiscal periods. 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, current and expected economic conditions, and other factors that may impact our ability to collect. 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 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 and improvements 5-30 years Machinery and equipment 1-15 years Software 3-10 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 involves significant unobservable inputs (Level 3 inputs). The fair value is determined by a blend of the income approach (discounted future cash flow) and market approach (guideline public company) using current industry information. 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 2022, we completed the annual goodwill impairment analysis. We elected to rely on a qualitative assessment for the Grand Design, Newmar, and Barletta reporting units, and performed a quantitative analysis for the Chris-Craft reporting unit. No impairment was identified for the years ended August 27, 2022, August 28, 2021, or August 29, 2020. 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 and Barletta within the Marine segment. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we test trade names for impairment. We have the option to first assess qualitative factors to determine whether the fair value of a trade name 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 impairment test. If we perform the quantitative test, the carrying value of the asset is compared to an estimate of its fair value to identify impairment. The fair value is determined by the relief-from-royalty method, which requires significant judgment. 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 2022, we completed the annual impairment analysis. We elected to rely on a qualitative assessment for the Grand Design, Newmar, and Barletta trade names, and performed a quantitative analysis for the Chris-Craft trade name. No impairment was identified for the years ended August 27, 2022, August 28, 2021, or August 29, 2020. 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 27, 2022, August 28, 2021, or August 29, 2020. Self-Insurance Generally, we self-insure a portion of health insurance, product liability claims, and workers' compensation. 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 $75.0 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 $0.5 million per occurrence. 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 the 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, motorhome 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 trade shows and online content, were $23.3 million, $11.6 million, and $12.5 million in Fiscal 2022, 2021, and 2020, 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 took advantage of the employer payroll tax deferral offered by the CARES Act, which allowed 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 $8.1 million and $16.2 million as of August 27, 2022 and August 28, 2021, respectively. The deferred employer payroll tax liability paid in Fiscal 2022 was $8.1 million. 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 reflected in cost of goods sold on the Consolidated Statements of Income and Comprehensive Income was approximately $4.0 million. The entire amount is expected to be received by the end of calendar year 2022. As of August 27, 2022, $0.8 million 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. On September 28, 2022, Hurricane Ian made landfall on the west coast of Florida near our marine facility in Sarasota. The facility sustained minimal damage, and we do not expect it to have a significant impact on the consolidated financial statements. Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") Topic 740, Income Taxes: Simplifying the Accounting for Income Taxes , was adopted in the first quarter of Fiscal 2022. The new standard eliminates certain exceptions to Topic 740's general principles, improves consistent application and simplifies its application. We adopted the new guidance in the first quarter of Fiscal 2022, and there was not a material impact to our financial condition, results of operations or disclosures. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued 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 must be used for including convertible instruments in diluted EPS as opposed to the treasury stock method. We adopted the new guidance in the first quarter of Fiscal 2023 using |
Business Combinations
Business Combinations | 12 Months Ended |
Aug. 27, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Barletta Boat Company, LLC On August 31, 2021, we purchased 100% of the equity interests of Barletta Boat Company, LLC and Three Limes, LLC (collectively, "Barletta"), a manufacturer of high-quality, premium pontoon boats that are sold through a network of independent authorized dealers. The acquisition of Barletta resulted in a newly created Marine reportable segment that includes the Barletta and Chris-Craft operating segments. We acquired Barletta for a purchase price of $286.3 million, including cash payments of $240.1 million, $25.0 million in common stock issued to the sellers (subject to a discount noted below), and contingent consideration from earnout provisions. The common stock fair value included in the purchase price reflects a 12% discount, due to the lack of marketability as these are unregistered shares that have a one-year lockup restriction, which reduced the value of the common stock to $22.0 million. The contingent consideration includes both a potential stock payout as well as a 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 stock if all metrics are achieved. The fair value of the earnout as of August 31, 2021 was $24.2 million. The fair value of the earnout as of August 27, 2022 was $39.8 million, of which $21.3 million is included in other current liabilities and $18.5 million is included in other long-term liabilities on the Consolidated Balance Sheets. In the third quarter of Fiscal 2022, we issued 0.2 million shares of common stock in connection with the settlement of the 2021 earnout period obligation. The total purchase price was allocated to the acquired net tangible and intangible assets of Barletta, based on their preliminary fair values at the date of the acquisition. We finalized the allocation of the purchase price in the third quarter of fiscal 2022. The following table summarizes the fair values assigned to the Barletta net assets acquired as of the date of acquisition: (in thousands) August 31, 2021 Cash $ 11,903 Other current assets 24,564 Property, plant, and equipment 17,250 Goodwill 136,118 Other intangible assets 111,400 Total assets acquired 301,235 Accounts payable 7,181 Product warranties 4,656 Other current liabilities 3,146 Total liabilities assumed 14,983 Total purchase price $ 286,252 Goodwill from the Barletta acquisition is recognized in our newly created Marine segment. We expect that the full amount of goodwill will be deductible for tax purposes. The intangible assets acquired include a trade name, dealer network, and backlog. The trade name has an indefinite life, while the dealer network is being amortized on a straight line basis over 12 years. The backlog, which was amortized over 10 months, is fully amortized as of August 27, 2022. Total transaction costs related to the Barletta acquisition were $3.1 million, of which $2.4 million were expensed during the first quarter of Fiscal 2022 and $0.7 million were expensed during the fourth quarter of Fiscal 2021. Transaction costs are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income. Pro forma results of operations for this acquisition have not been presented as they were immaterial to the reported results. 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 of $3.3 million 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 results of Newmar's operations have been included in the Consolidated Financial Statements from the close of the acquisition within the Motorhome segment. The following table provides net revenues and operating loss from the Newmar operating segment included in the consolidated results following the November 8, 2019 closing date: 2020 Net revenues $ 388,383 Operating 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 2020: 2020 Net revenues $ 2,508,792 Net income 72,609 Earnings per share - basic $ 2.16 Earnings per share - diluted $ 2.11 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 2020: 2020 Amortization of intangibles (1 year or less useful life) (1) $ 13,610 Increase in amortization of intangible assets (2) (1,061) Expenses related to business combination (transaction costs) (3) 9,761 Interest to reflect new debt structure (4) (4,356) Taxes related to the adjustments to the pro forma data and to the net income of Newmar (5) (2,968) (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) Includes transaction costs related to the Newmar acquisition that were expensed in Fiscal 2020. (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 debt structure as a result of the acquisition. (5) Calculated using our U.S. federal statutory rate of 21.0%. |
Business Segments
Business Segments | 12 Months Ended |
Aug. 27, 2022 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We have identified seven operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine, 6) Barletta marine, and 7) 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. The acquisition of Barletta resulted in a newly created Marine reportable segment effective for the first quarter of Fiscal 2022. The Marine reportable segment consists of the Barletta and Chris-Craft operating segments. Prior year amounts for Chris-Craft have been reclassified from Corporate / All Other category to the Marine segment. Our three reportable segments are: Towable (an aggregation of the Grand Design towables and the Winnebago towables operating segments), Motorhome (an aggregation of the Winnebago motorhomes and Newmar motorhomes operating segments), and Marine (an aggregation of the Chris-Craft marine and Barletta marine 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. Marine is comprised of products that include boats, along with manufactured products and services. The Corporate / All Other category includes the 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. Our 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 between 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 all 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 costs, litigation reserves, restructuring expenses, gain or loss on sale of property, plant and equipment, contingent consideration fair value adjustment, and non-operating income or loss. Financial information by reportable segment is as follows: 2022 2021 2020 Net Revenues Towable $ 2,597,358 $ 2,009,959 $ 1,227,567 Motorhome 1,911,196 1,539,084 1,056,794 Marine 425,269 60,209 51,812 Corporate / All Other 23,907 20,595 19,360 Consolidated $ 4,957,730 $ 3,629,847 $ 2,355,533 Adjusted EBITDA Towable $ 383,622 $ 289,007 $ 148,276 Motorhome 237,992 169,205 32,949 Marine 60,831 5,177 (348) Corporate / All Other (33,517) (27,322) (12,802) Consolidated $ 648,928 $ 436,067 $ 168,075 Capital Expenditures Towable $ 45,703 $ 25,121 $ 13,389 Motorhome 22,260 17,604 15,061 Marine 16,367 2,166 3,927 Corporate / All Other 3,639 — — Consolidated $ 87,969 $ 44,891 $ 32,377 August 27, 2022 August 28, 2021 Total Assets Towable $ 874,879 $ 790,257 Motorhome 823,390 728,060 Marine 416,146 102,901 Corporate / All Other 302,242 441,349 Consolidated $ 2,416,657 $ 2,062,567 Reconciliation of net income to consolidated Adjusted EBITDA is as follows: 2022 2021 2020 Net income $ 390,636 $ 281,871 $ 61,442 Interest expense, net 41,313 40,365 37,461 Provision for income taxes 124,086 85,579 15,834 Depreciation 24,238 18,201 15,997 Amortization 29,419 14,361 22,104 EBITDA 609,692 440,377 152,838 Acquisition-related fair-value inventory step-up — — 4,810 Acquisition-related costs 5,222 725 9,761 Litigation reserves 6,551 — — Restructuring expenses (1) — 112 1,640 Gain on sale of property, plant and equipment — (4,753) — Contingent consideration fair value adjustment 29,382 — — Non-operating income (1,919) (394) (974) Adjusted EBITDA $ 648,928 $ 436,067 $ 168,075 (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: 2022 2021 2020 United States $ 4,618,130 $ 3,410,588 $ 2,225,028 International 339,600 219,259 130,505 Net revenues $ 4,957,730 $ 3,629,847 $ 2,355,533 |
Derivatives, Investments, and F
Derivatives, Investments, and Fair Value Measurements | 12 Months Ended |
Aug. 27, 2022 | |
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 us 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 27, 2022 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,175 $ 1,175 $ — $ — International equity funds 55 55 — — Fixed income funds 181 181 — — Total assets at fair value $ 1,411 $ 1,411 $ — $ — Contingent consideration Earnout liability 39,812 — — 39,812 Total liabilities at fair value $ 39,812 $ — $ — $ 39,812 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 $ — $ — 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. Contingent Consideration Contingent consideration represents the earnout liability related to the Barletta acquisition and is valued using a probability-weighted scenario analysis of projected gross profit results and discounted at a risk-free rate. The contingent consideration is classified as Level 3. Actual gross profit results may differ significantly from those used in the estimate above, which may affect future payments. Changes in future payments will be reflected in future operating results as they occur. The following table provides a reconciliation of the beginning and ending balances of the contingent consideration: August 27, August 28, Beginning fair value - contingent consideration $ — $ — Additions 24,190 — Fair value adjustments 29,382 — Settlements (13,168) — Other (592) — Ending fair value - contingent consideration $ 39,812 $ — The fair value of the earnout liability that will be settled within a year is included in other current liabilities on the Consolidated Balance Sheets. The remaining earnout liability is included in other long-term liabilities on the Consolidated Balance Sheets. 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 2022, 2021, and 2020. 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. The fair value of our long-term debt was determined using current quoted prices in active markets for our publicly traded debt obligations, which is 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. 27, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: August 27, 2022 August 28, 2021 Finished goods $ 59,340 $ 12,243 Work-in-process ("WIP") 198,900 184,611 Raw materials 314,938 183,583 Total 573,178 380,437 Less: Excess of FIFO over LIFO cost 47,409 38,964 Inventories, net $ 525,769 $ 341,473 Inventory valuation methods consist of the following: August 27, 2022 August 28, 2021 LIFO basis $ 212,245 $ 139,544 First-in, first-out basis 360,933 240,893 Total $ 573,178 $ 380,437 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Aug. 27, 2022 | |
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 27, 2022 August 28, 2021 Land $ 14,626 $ 9,111 Buildings and building improvements 171,035 147,629 Machinery and equipment 142,574 121,911 Software 43,792 36,815 Transportation 6,509 5,335 Construction in progress 76,797 31,137 Property, plant, and equipment, gross 455,333 351,938 Less: Accumulated depreciation 179,114 160,511 Property, plant, and equipment, net $ 276,219 $ 191,427 Depreciation expense was $24.2 million, $18.2 million, and $16.0 million for Fiscal 2022, 2021, and 2020, respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Aug. 27, 2022 | |
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 2022, 2021, and 2020 are as follows: Towable Motorhome Marine Total Balances at August 29, 2020 (1) $ 244,684 $ 73,127 $ 30,247 $ 348,058 Balances at August 28, 2021 $ 244,684 $ 73,127 $ 30,247 $ 348,058 Acquisition of Barletta (2) — — 136,118 136,118 Balances at August 27, 2022 $ 244,684 $ 73,127 $ 166,365 $ 484,176 (1) There was no activity between the years ended August 29, 2020 and August 28, 2021. (2) Refer to Note 2 for additional information on the acquisition of Barletta. 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. Other intangible assets, net of accumulated amortization, consist of the following: August 27, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 352,250 $ 352,250 Dealer networks 179,981 $ 60,518 119,463 Backlog 42,327 42,327 — Non-compete agreements 6,647 5,972 675 Other intangible assets 581,205 108,817 472,388 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 The weig hted average remaining amortization period for finite-lived intangible assets as of August 27, 2022 was approximatel y eight years . Estimated future amortization expense related to finite-lived intangible assets is as follows: Amortization Fiscal 2023 $ 15,226 Fiscal 2024 15,124 Fiscal 2025 14,919 Fiscal 2026 14,865 Fiscal 2027 14,865 Thereafter 45,139 Total amortization expense remaining $ 120,138 |
Product Warranties
Product Warranties | 12 Months Ended |
Aug. 27, 2022 | |
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: 2022 2021 2020 Balance at beginning of year $ 91,222 $ 64,031 $ 44,436 Business acquisitions (1) 4,656 — 15,147 Provision 119,286 89,951 61,898 Claims paid (87,232) (62,760) (57,450) Balance at end of year $ 127,932 $ 91,222 $ 64,031 (1) Refer to Note 2 for additional information regarding the acquisition of Barletta on August 31, 2021 and the acquisition of Newmar on November 8, 2019. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Aug. 27, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On July 15, 2022, we amended and restated our existing asset-backed revolving credit agreement ("ABL Credit Facility") to, among other things, increase the commitments available from $192.5 million to $350.0 million, and extend the maturity date from October 22, 2024 to July 15, 2027 (subject to certain factors which may accelerate the maturity date). The $350.0 million credit facility is 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 $35.0 million. We pay a commitment fee of 0.25% based on the average daily amount of the facility available, but unused during the most recent quarter. We can elect to base the interest rate on various rates plus specific spreads depending on the borrowing amount outstanding. If drawn, interest on ABL borrowings is at a floating rate based upon our election, either term SOFR or REVSOFR30 (as defined in the credit agreement), plus, in each case, a credit spread adjustment of 0.10%, as well as an applicable spread 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 an applicable spread of 1.25%. In connection with the amendment, we capitalized $1.2 million of issuance costs that will be amortized over the five-year term of the agreement. 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 $7.5 million in debt issuance costs that will be amortized over the eight-year term of the agreement. 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 $290.2 million. 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 $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $63.73 per share, as adjusted pursuant to the terms of the indenture governing the Convertible Notes. The Convertible Notes may be converted at any time on or after October 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate of the Convertible Notes may be adjusted in certain circumstances, including in connection with a conversion of the Convertible Notes made following certain fundamental changes and under other circumstances set forth in the indenture. It is our current intent to settle all conversions of the Convertible Notes in cash. Our ability to cash settle may be limited depending on the stock price at the time of conversion. Prior to the close of business on the business day immediately preceding October 1, 2024, the Convertible Notes will be convertible only under the following circumstances: 1. 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 $28.6 million 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 net cost incurred in connection with the Call Spread Transactions was $11.2 million. These transactions are classified as equity and are not remeasured each reporting period. 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 $215.0 million and $85.0 million, respectively. The initial $215.0 million 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 $85.0 million ($64.1 million net of tax) equity component represents the difference between the fair value of the initial $215.0 million in debt and the $300.0 million of gross proceeds. The related initial debt discount of $85.0 million 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 $9.8 million 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 $7.0 million 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 $2.8 million 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 27, 2022 August 28, 2021 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 (45,292) (60,366) Debt issuance cost, net (8,853) (11,075) Long-term debt, net 545,855 528,559 As of August 27, 2022 and August 28, 2021, the fair value of long-term debt, gross, was $634.2 million and $726.6 million, respectively. We are in compliance with all of our debt covenants as of August 27, 2022. Aggregate contractual maturities of debt in future fiscal years are as follows: Amount Fiscal 2023 $ — Fiscal 2024 — Fiscal 2025 300,000 Fiscal 2026 — Fiscal 2027 — Thereafter 300,000 Total Long-term debt, gross $ 600,000 |
Leases
Leases | 12 Months Ended |
Aug. 27, 2022 | |
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 and solar energy producing equipment. 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 27, 2022 August 28, 2021 Assets Operating leases Operating lease assets $ 41,131 $ 28,379 Finance leases Other long-term assets 6,672 4,971 Total lease assets $ 47,803 $ 33,350 Liabilities Current: Operating leases Other current liabilities $ 4,715 $ 2,596 Current: Finance leases Other current liabilities 974 700 Non-Current: Operating leases Long-term operating lease liabilities 40,426 26,745 Non-Current: Finance leases Other long-term liabilities 6,690 5,313 Total lease liabilities $ 52,805 $ 35,354 Operating lease costs incurred are as follows: Year Ended Year Ended Classification August 27, 2022 August 28, 2021 Operating lease expense (1) Costs of goods sold and SG&A $ 9,550 $ 5,785 Finance lease cost: Depreciation of lease assets Costs of goods sold and SG&A 825 609 Interest on lease liabilities Interest expense, net 432 327 Total lease cost $ 10,807 $ 6,721 (1) Operating lease expense includes short-term leases and variable lease payments, which are immaterial. Our future lease commitments as of August 27, 2022 included the following related party and non-related party leases: Operating Leases as of August 27, 2022 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2023 $ 1,500 $ 5,463 $ 6,963 $ 1,392 Fiscal 2024 1,800 5,352 7,152 1,382 Fiscal 2025 1,800 5,065 6,865 1,404 Fiscal 2026 1,800 4,930 6,730 1,426 Fiscal 2027 1,800 4,952 6,752 1,448 Thereafter 4,200 18,031 22,231 2,153 Total future undiscounted lease payments 12,900 43,793 56,693 9,205 Less: Interest 2,568 8,984 11,552 1,541 Total reported lease liabilities $ 10,332 $ 34,809 $ 45,141 $ 7,664 Additional information related to our leases is as follows: August 27, 2022 August 28, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,666 $ 2,589 Operating cash flows from financing leases 432 327 Financing cash flows from financing leases 877 572 Weighted average remaining lease term: Operating leases 8.1 8.1 Finance leases 6.0 6.8 Weighted average discount rate: Operating leases 5.8 % 6.2 % Finance leases 5.9 % 6.3 % |
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 and solar energy producing equipment. 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 27, 2022 August 28, 2021 Assets Operating leases Operating lease assets $ 41,131 $ 28,379 Finance leases Other long-term assets 6,672 4,971 Total lease assets $ 47,803 $ 33,350 Liabilities Current: Operating leases Other current liabilities $ 4,715 $ 2,596 Current: Finance leases Other current liabilities 974 700 Non-Current: Operating leases Long-term operating lease liabilities 40,426 26,745 Non-Current: Finance leases Other long-term liabilities 6,690 5,313 Total lease liabilities $ 52,805 $ 35,354 Operating lease costs incurred are as follows: Year Ended Year Ended Classification August 27, 2022 August 28, 2021 Operating lease expense (1) Costs of goods sold and SG&A $ 9,550 $ 5,785 Finance lease cost: Depreciation of lease assets Costs of goods sold and SG&A 825 609 Interest on lease liabilities Interest expense, net 432 327 Total lease cost $ 10,807 $ 6,721 (1) Operating lease expense includes short-term leases and variable lease payments, which are immaterial. Our future lease commitments as of August 27, 2022 included the following related party and non-related party leases: Operating Leases as of August 27, 2022 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2023 $ 1,500 $ 5,463 $ 6,963 $ 1,392 Fiscal 2024 1,800 5,352 7,152 1,382 Fiscal 2025 1,800 5,065 6,865 1,404 Fiscal 2026 1,800 4,930 6,730 1,426 Fiscal 2027 1,800 4,952 6,752 1,448 Thereafter 4,200 18,031 22,231 2,153 Total future undiscounted lease payments 12,900 43,793 56,693 9,205 Less: Interest 2,568 8,984 11,552 1,541 Total reported lease liabilities $ 10,332 $ 34,809 $ 45,141 $ 7,664 Additional information related to our leases is as follows: August 27, 2022 August 28, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,666 $ 2,589 Operating cash flows from financing leases 432 327 Financing cash flows from financing leases 877 572 Weighted average remaining lease term: Operating leases 8.1 8.1 Finance leases 6.0 6.8 Weighted average discount rate: Operating leases 5.8 % 6.2 % Finance leases 5.9 % 6.3 % |
Employee and Retiree Benefits
Employee and Retiree Benefits | 12 Months Ended |
Aug. 27, 2022 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Deferred compensation benefits are as follows: August 27, 2022 August 28, 2021 Non-qualified deferred compensation $ 7,937 $ 9,731 Supplemental executive retirement plan 1,371 1,615 Executive deferred compensation plan 1,414 1,029 Total deferred compensation benefits 10,722 12,375 Less current portion (1) 2,577 2,825 Deferred compensation benefits, net of current portion $ 8,145 $ 9,550 (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 $0.6 million, $0.8 million, and $0.9 million in Fiscal 2022, 2021, and 2020, 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 27, 2022 August 28, 2021 Cash value $ 67,201 $ 66,544 Borrowings (38,577) (37,723) Investment in life insurance $ 28,624 $ 28,821 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 27, 2022 and August 28, 2021 were $1.4 million and $1.0 million, respectively. Profit Sharing Plan We have a qualified profit sharing and contributory 401(k) plan for eligible employees. The plan provides matching contributions made by Winnebago Industries and discretionary contributions as approved by the Board of Directors. Matching contributions to the plan for Fiscal 2022, 2021, and 2020 were $12.0 million, $5.6 million, and $3.4 million, respectively. Discretionary contributions of $12.1 million and $6.1 million were approved in Fiscal 2022 and 2021. No discretionary contributions were approved for Fiscal 2020. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Aug. 27, 2022 | |
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 $1,783.7 million and $552.1 million as of August 27, 2022 and August 28, 2021, respectively. 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 other current liabilities on the Consolidated Balance Sheets. Our repurchase accrual was $1.4 million and $0.9 million as of August 27, 2022 and August 28, 2021, 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) 2022 2021 2020 Inventory repurchased: Units 4 10 107 Dollars $ 99 $ 349 $ 2,592 Inventory resold: Units 9 10 118 Cash collected $ 217 $ 321 $ 2,540 Loss recognized $ 27 $ 29 $ 252 Units in ending inventory — 5 5 Litigation |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Aug. 27, 2022 | |
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, motorhome units and marine units to our independent dealer network (our customers). The following table disaggregates revenue by reportable segment and product category: 2022 2021 2020 Net Revenues Towable: Fifth Wheel $ 1,260,871 $ 1,024,355 $ 690,452 Travel Trailer 1,296,591 959,716 519,282 Other (1) 39,896 25,888 17,833 Total Towable 2,597,358 2,009,959 1,227,567 Motorhome: Class A 786,740 690,146 479,120 Class B 718,039 532,200 332,961 Class C and Other (1) 406,417 316,738 244,713 Total Motorhome 1,911,196 1,539,084 1,056,794 Marine: 425,269 60,209 51,812 Corporate / All Other (2): 23,907 20,595 19,360 Consolidated $ 4,957,730 $ 3,629,847 $ 2,355,533 (1) Relates to parts, accessories, and services. (2) Relates to 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 2022, 2021, and 2020. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Aug. 27, 2022 | |
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. In Fiscal 2022 and 2021, 42,000 shares and 24,000 shares, respectively, were purchased through the ESPP. Plan participants had accumulated $0.4 million for each period ended August 27, 2022 and August 28, 2021 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: 2022 2021 2020 Share awards: Time-based $ 7,540 $ 5,737 $ 4,287 Performance-based 7,412 7,920 796 Stock options 1,000 1,019 990 Other (1) 1,133 671 402 Total stock-based compensation expense $ 17,085 $ 15,347 $ 6,475 (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 27, 2022, and changes during Fiscal 2022, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 28, 2021 330,819 $ 44.35 Granted 147,236 $ 73.64 Vested (111,832) $ 45.53 Forfeited/canceled (37,385) $ 55.05 Outstanding at August 27, 2022 328,838 $ 55.85 (1) Number of shares in the above table are shown in whole numbers. As of August 27, 2022, there was $8.4 million 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 2022, 2021, and 2020 was $8.0 million, $5.2 million, and $3.3 million, respectively. 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 27, 2022, and changes during Fiscal 2022, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 28, 2021 227,751 $ 45.81 Granted 88,557 $ 68.59 Vested (76,413) $ 40.46 Forfeited/canceled (41,689) $ 43.93 Outstanding at August 27, 2022 198,206 $ 58.45 (1) Number of shares in the above table are shown in whole numbers. As of August 27, 2022, there was $3.9 million of unrecognized compensation expense related to nonvested performance-based restricted stock units that are expected to be recognized over a weighted average period of 0.9 years. The total fair value of performance-based restricted stock units vested during Fiscal 2022, Fiscal 2021, and Fiscal 2020 was $5.8 million, $1.4 million, and $2.4 million respectively. Stock Options A summary of stock option activity for Fiscal 2022 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 28, 2021 317,903 $ 40.41 Granted 44,040 $ 75.59 Exercised (30,113) $ 36.24 Forfeited/canceled (9,723) $ 60.27 Outstanding at August 27, 2022 322,107 $ 44.75 6.5 $ 5,886 Vested and expected to vest at August 27, 2022 322,107 $ 44.75 6.5 $ 5,886 Exercisable at August 27, 2022 232,549 $ 37.77 5.8 $ 5,454 (1) Number of shares in the above table are shown in whole numbers. As of August 27, 2022, there was $1.3 million 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) 2022 2021 2020 Expected dividend yield 1.0 % 0.8 % 0.9 % Risk-free interest rate (2) 1.1 % 0.3 % 1.7 % Expected life of stock options (in years) (3) 5 5 5 Expected stock price volatility (4) 48.5 % 48.6 % 41.2 % Weighted average fair value of options granted $ 30.47 $ 21.65 $ 17.18 (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. 27, 2022 | |
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 $12.4 million with a resulting gain of $4.8 million. 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. There were no restructuring charges in Fiscal 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 27, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense consisted of the following: 2022 2021 2020 Current Federal $ 105,863 $ 71,579 $ 14,318 State 24,868 16,179 2,806 Total 130,731 87,758 17,124 Deferred Federal (5,553) 737 (790) State (1,092) (2,916) (500) Total (6,645) (2,179) (1,290) Provision for income taxes $ 124,086 $ 85,579 $ 15,834 A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows: 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.5 % 3.3 % 1.9 % Income tax credits (0.5) % (0.6) % (2.5) % Nondeductible compensation 0.9 % 0.5 % 0.9 % Tax-free and dividend income (0.1) % (0.1) % (0.6) % Uncertain tax position settlements and adjustments (0.1) % (0.1) % 0.1 % Other items (0.6) % (0.7) % (0.3) % Effective tax provision rate 24.1 % 23.3 % 20.5 % Our effective tax rate increased to 24.1% in Fiscal 2022 compared to 23.3% in Fiscal 2021 primarily due to consistent tax credits year-over-year over increased income in the current year and a net unfavorable expense in the current year related to nondeductible compensation. On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15% corporate minimum tax rate applied to certain large corporations and a 1% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements. The tax effects of temporary differences that give rise to deferred income taxes were as follows: August 27, 2022 August 28, 2021 Warranty reserves $ 30,690 $ 22,450 Deferred compensation 2,978 5,224 Self-insurance reserve 4,884 4,336 Stock-based compensation 5,534 4,607 Leases 12,868 8,422 Other (1) 9,108 7,170 Total deferred tax assets 66,062 52,209 Convertible notes 1,993 2,608 Intangibles 39,493 39,940 Depreciation 19,036 15,161 Leases 11,648 7,929 Total deferred tax liabilities 72,170 65,638 Total deferred income tax liabilities, net $ 6,108 $ 13,429 (1) Other includes $113 and $400 related to state net operating losses as of August 27, 2022 and August 28, 2021, 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: 2022 2021 2020 Balance at beginning of year $ 5,537 $ 5,830 $ 2,822 Gross increases-tax positions in a prior year — — 2,486 Gross decreases-tax positions in a prior year (1,156) (872) — Gross increases-current year tax positions 610 579 522 Balance at end of year 4,991 5,537 5,830 Accrued interest and penalties 753 946 681 Total unrecognized tax benefits $ 5,744 $ 6,483 $ 6,511 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, $5.3 million 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. 27, 2022 | |
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) 2022 2021 2020 Net income $ 390,636 $ 281,871 $ 61,442 Weighted average common shares outstanding 32,475 33,528 33,236 Dilutive impact of stock compensation awards 510 375 218 Dilutive impact of convertible notes — 153 — Weighted average common shares outstanding, assuming dilution 32,985 34,056 33,454 Anti-dilutive securities excluded from weighted average diluted common shares outstanding 159 49 39 Basic earnings per common share $ 12.03 $ 8.41 $ 1.85 Diluted earnings per common share $ 11.84 $ 8.28 $ 1.84 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. 27, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: Defined Benefit Pension Items 2022 2021 Balance at beginning of year $ (491) $ (526) OCI before reclassifications — — Amounts reclassified from AOCI 37 35 Net current-year OCI 37 35 Balance at end of year $ (454) $ (491) Reclassifications out of AOCI, net of tax, were: Location on Consolidated Statements of Income and Comprehensive Income 2022 2021 2020 Amortization of net actuarial loss SG&A $ 37 $ 35 $ 33 Interest rate contract Interest expense — — 432 Total reclassifications $ 37 $ 35 $ 465 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Aug. 27, 2022 | |
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 2022 refers to the fiscal year ended August 27, 2022, Fiscal 2021 refers to the fiscal year ended August 28, 2021, and Fiscal 2020 refers to the fiscal year ended August 29, 2020. The financial statements presented are all 52-week fiscal periods. |
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, current and expected economic conditions, and other factors that may impact our ability to collect. 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 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 and improvements 5-30 years Machinery and equipment 1-15 years Software 3-10 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 involves significant unobservable inputs (Level 3 inputs). The fair value is determined by a blend of the income approach (discounted future cash flow) and market approach (guideline public company) using current industry information. 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 2022, we completed the annual goodwill impairment analysis. We elected to rely on a qualitative assessment for the Grand Design, Newmar, and Barletta reporting units, and performed a quantitative analysis for the Chris-Craft reporting unit. No impairment was identified for the years ended August 27, 2022, August 28, 2021, or August 29, 2020. 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 health insurance, product liability claims, and workers' compensation. 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 $75.0 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 $0.5 million per occurrence. 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 the 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, motorhome 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 on the Consolidated Statements of Income and Comprehensive Income. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") Topic 740, Income Taxes: Simplifying the Accounting for Income Taxes , was adopted in the first quarter of Fiscal 2022. The new standard eliminates certain exceptions to Topic 740's general principles, improves consistent application and simplifies its application. We adopted the new guidance in the first quarter of Fiscal 2022, and there was not a material impact to our financial condition, results of operations or disclosures. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued 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) |
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. 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 |
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 $1,783.7 million and $552.1 million as of August 27, 2022 and August 28, 2021, respectively. 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 other current liabilities on the Consolidated Balance Sheets. Our repurchase accrual was $1.4 million and $0.9 million as of August 27, 2022 and August 28, 2021, 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. 27, 2022 | |
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 and improvements 5-30 years Machinery and equipment 1-15 years Software 3-10 years Transportation equipment 3-6 years Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: August 27, 2022 August 28, 2021 Land $ 14,626 $ 9,111 Buildings and building improvements 171,035 147,629 Machinery and equipment 142,574 121,911 Software 43,792 36,815 Transportation 6,509 5,335 Construction in progress 76,797 31,137 Property, plant, and equipment, gross 455,333 351,938 Less: Accumulated depreciation 179,114 160,511 Property, plant, and equipment, net $ 276,219 $ 191,427 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Fair Values Assigned | The following table summarizes the fair values assigned to the Barletta net assets acquired as of the date of acquisition: (in thousands) August 31, 2021 Cash $ 11,903 Other current assets 24,564 Property, plant, and equipment 17,250 Goodwill 136,118 Other intangible assets 111,400 Total assets acquired 301,235 Accounts payable 7,181 Product warranties 4,656 Other current liabilities 3,146 Total liabilities assumed 14,983 Total purchase price $ 286,252 |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the total consideration paid for Newmar, which was subject to purchase price adjustments of $3.3 million 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 Pro Forma Information | The following table provides net revenues and operating loss from the Newmar operating segment included in the consolidated results following the November 8, 2019 closing date: 2020 Net revenues $ 388,383 Operating 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 2020: 2020 Net revenues $ 2,508,792 Net income 72,609 Earnings per share - basic $ 2.16 Earnings per share - diluted $ 2.11 |
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 2020: 2020 Amortization of intangibles (1 year or less useful life) (1) $ 13,610 Increase in amortization of intangible assets (2) (1,061) Expenses related to business combination (transaction costs) (3) 9,761 Interest to reflect new debt structure (4) (4,356) Taxes related to the adjustments to the pro forma data and to the net income of Newmar (5) (2,968) (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) Includes transaction costs related to the Newmar acquisition that were expensed in Fiscal 2020. (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 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. 27, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by reportable segment is as follows: 2022 2021 2020 Net Revenues Towable $ 2,597,358 $ 2,009,959 $ 1,227,567 Motorhome 1,911,196 1,539,084 1,056,794 Marine 425,269 60,209 51,812 Corporate / All Other 23,907 20,595 19,360 Consolidated $ 4,957,730 $ 3,629,847 $ 2,355,533 Adjusted EBITDA Towable $ 383,622 $ 289,007 $ 148,276 Motorhome 237,992 169,205 32,949 Marine 60,831 5,177 (348) Corporate / All Other (33,517) (27,322) (12,802) Consolidated $ 648,928 $ 436,067 $ 168,075 Capital Expenditures Towable $ 45,703 $ 25,121 $ 13,389 Motorhome 22,260 17,604 15,061 Marine 16,367 2,166 3,927 Corporate / All Other 3,639 — — Consolidated $ 87,969 $ 44,891 $ 32,377 August 27, 2022 August 28, 2021 Total Assets Towable $ 874,879 $ 790,257 Motorhome 823,390 728,060 Marine 416,146 102,901 Corporate / All Other 302,242 441,349 Consolidated $ 2,416,657 $ 2,062,567 Reconciliation of net income to consolidated Adjusted EBITDA is as follows: 2022 2021 2020 Net income $ 390,636 $ 281,871 $ 61,442 Interest expense, net 41,313 40,365 37,461 Provision for income taxes 124,086 85,579 15,834 Depreciation 24,238 18,201 15,997 Amortization 29,419 14,361 22,104 EBITDA 609,692 440,377 152,838 Acquisition-related fair-value inventory step-up — — 4,810 Acquisition-related costs 5,222 725 9,761 Litigation reserves 6,551 — — Restructuring expenses (1) — 112 1,640 Gain on sale of property, plant and equipment — (4,753) — Contingent consideration fair value adjustment 29,382 — — Non-operating income (1,919) (394) (974) Adjusted EBITDA $ 648,928 $ 436,067 $ 168,075 (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: 2022 2021 2020 United States $ 4,618,130 $ 3,410,588 $ 2,225,028 International 339,600 219,259 130,505 Net revenues $ 4,957,730 $ 3,629,847 $ 2,355,533 |
Derivatives, Investments, and_2
Derivatives, Investments, and Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets 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 27, 2022 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,175 $ 1,175 $ — $ — International equity funds 55 55 — — Fixed income funds 181 181 — — Total assets at fair value $ 1,411 $ 1,411 $ — $ — Contingent consideration Earnout liability 39,812 — — 39,812 Total liabilities at fair value $ 39,812 $ — $ — $ 39,812 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, 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 27, 2022 Level 1 Level 2 Level 3 Assets that fund deferred compensation: Domestic equity funds $ 1,175 $ 1,175 $ — $ — International equity funds 55 55 — — Fixed income funds 181 181 — — Total assets at fair value $ 1,411 $ 1,411 $ — $ — Contingent consideration Earnout liability 39,812 — — 39,812 Total liabilities at fair value $ 39,812 $ — $ — $ 39,812 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 Disclosure Of Contingent Consideration | The following table provides a reconciliation of the beginning and ending balances of the contingent consideration: August 27, August 28, Beginning fair value - contingent consideration $ — $ — Additions 24,190 — Fair value adjustments 29,382 — Settlements (13,168) — Other (592) — Ending fair value - contingent consideration $ 39,812 $ — |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: August 27, 2022 August 28, 2021 Finished goods $ 59,340 $ 12,243 Work-in-process ("WIP") 198,900 184,611 Raw materials 314,938 183,583 Total 573,178 380,437 Less: Excess of FIFO over LIFO cost 47,409 38,964 Inventories, net $ 525,769 $ 341,473 Inventory valuation methods consist of the following: August 27, 2022 August 28, 2021 LIFO basis $ 212,245 $ 139,544 First-in, first-out basis 360,933 240,893 Total $ 573,178 $ 380,437 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
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 and improvements 5-30 years Machinery and equipment 1-15 years Software 3-10 years Transportation equipment 3-6 years Property, plant, and equipment is stated at cost, net of accumulated depreciation and consists of the following: August 27, 2022 August 28, 2021 Land $ 14,626 $ 9,111 Buildings and building improvements 171,035 147,629 Machinery and equipment 142,574 121,911 Software 43,792 36,815 Transportation 6,509 5,335 Construction in progress 76,797 31,137 Property, plant, and equipment, gross 455,333 351,938 Less: Accumulated depreciation 179,114 160,511 Property, plant, and equipment, net $ 276,219 $ 191,427 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
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 2022, 2021, and 2020 are as follows: Towable Motorhome Marine Total Balances at August 29, 2020 (1) $ 244,684 $ 73,127 $ 30,247 $ 348,058 Balances at August 28, 2021 $ 244,684 $ 73,127 $ 30,247 $ 348,058 Acquisition of Barletta (2) — — 136,118 136,118 Balances at August 27, 2022 $ 244,684 $ 73,127 $ 166,365 $ 484,176 (1) There was no activity between the years ended August 29, 2020 and August 28, 2021. (2) Refer to Note 2 for additional information on the acquisition of Barletta. |
Schedule of Other Intangible Assets | Other intangible assets, net of accumulated amortization, consist of the following: August 27, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade names $ 352,250 $ 352,250 Dealer networks 179,981 $ 60,518 119,463 Backlog 42,327 42,327 — Non-compete agreements 6,647 5,972 675 Other intangible assets 581,205 108,817 472,388 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 |
Schedule of Remaining Estimated Aggregate Annual Amortization Expense | Estimated future amortization expense related to finite-lived intangible assets is as follows: Amortization Fiscal 2023 $ 15,226 Fiscal 2024 15,124 Fiscal 2025 14,919 Fiscal 2026 14,865 Fiscal 2027 14,865 Thereafter 45,139 Total amortization expense remaining $ 120,138 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in the product warranty liability are as follows: 2022 2021 2020 Balance at beginning of year $ 91,222 $ 64,031 $ 44,436 Business acquisitions (1) 4,656 — 15,147 Provision 119,286 89,951 61,898 Claims paid (87,232) (62,760) (57,450) Balance at end of year $ 127,932 $ 91,222 $ 64,031 (1) Refer to Note 2 for additional information regarding the acquisition of Barletta on August 31, 2021 and the acquisition of Newmar on November 8, 2019. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: August 27, 2022 August 28, 2021 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 (45,292) (60,366) Debt issuance cost, net (8,853) (11,075) Long-term debt, net 545,855 528,559 |
Schedule of Maturities of Long-term Debt | Aggregate contractual maturities of debt in future fiscal years are as follows: Amount Fiscal 2023 $ — Fiscal 2024 — Fiscal 2025 300,000 Fiscal 2026 — Fiscal 2027 — Thereafter 300,000 Total Long-term debt, gross $ 600,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The supplemental balance sheet information related to our leases is as follows: Classification August 27, 2022 August 28, 2021 Assets Operating leases Operating lease assets $ 41,131 $ 28,379 Finance leases Other long-term assets 6,672 4,971 Total lease assets $ 47,803 $ 33,350 Liabilities Current: Operating leases Other current liabilities $ 4,715 $ 2,596 Current: Finance leases Other current liabilities 974 700 Non-Current: Operating leases Long-term operating lease liabilities 40,426 26,745 Non-Current: Finance leases Other long-term liabilities 6,690 5,313 Total lease liabilities $ 52,805 $ 35,354 |
Schedule of Lease Costs | Operating lease costs incurred are as follows: Year Ended Year Ended Classification August 27, 2022 August 28, 2021 Operating lease expense (1) Costs of goods sold and SG&A $ 9,550 $ 5,785 Finance lease cost: Depreciation of lease assets Costs of goods sold and SG&A 825 609 Interest on lease liabilities Interest expense, net 432 327 Total lease cost $ 10,807 $ 6,721 (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 27, 2022 August 28, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,666 $ 2,589 Operating cash flows from financing leases 432 327 Financing cash flows from financing leases 877 572 Weighted average remaining lease term: Operating leases 8.1 8.1 Finance leases 6.0 6.8 Weighted average discount rate: Operating leases 5.8 % 6.2 % Finance leases 5.9 % 6.3 % |
Future Lease Commitments for Future Fiscal Years of Operating Leases | Our future lease commitments as of August 27, 2022 included the following related party and non-related party leases: Operating Leases as of August 27, 2022 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2023 $ 1,500 $ 5,463 $ 6,963 $ 1,392 Fiscal 2024 1,800 5,352 7,152 1,382 Fiscal 2025 1,800 5,065 6,865 1,404 Fiscal 2026 1,800 4,930 6,730 1,426 Fiscal 2027 1,800 4,952 6,752 1,448 Thereafter 4,200 18,031 22,231 2,153 Total future undiscounted lease payments 12,900 43,793 56,693 9,205 Less: Interest 2,568 8,984 11,552 1,541 Total reported lease liabilities $ 10,332 $ 34,809 $ 45,141 $ 7,664 |
Future Lease Commitments for Future Fiscal Years of Financing Leases | Our future lease commitments as of August 27, 2022 included the following related party and non-related party leases: Operating Leases as of August 27, 2022 Financing Leases Related Party Amount Non-Related Party Amount Total Non-Related Party Amount Fiscal 2023 $ 1,500 $ 5,463 $ 6,963 $ 1,392 Fiscal 2024 1,800 5,352 7,152 1,382 Fiscal 2025 1,800 5,065 6,865 1,404 Fiscal 2026 1,800 4,930 6,730 1,426 Fiscal 2027 1,800 4,952 6,752 1,448 Thereafter 4,200 18,031 22,231 2,153 Total future undiscounted lease payments 12,900 43,793 56,693 9,205 Less: Interest 2,568 8,984 11,552 1,541 Total reported lease liabilities $ 10,332 $ 34,809 $ 45,141 $ 7,664 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Benefits | Deferred compensation benefits are as follows: August 27, 2022 August 28, 2021 Non-qualified deferred compensation $ 7,937 $ 9,731 Supplemental executive retirement plan 1,371 1,615 Executive deferred compensation plan 1,414 1,029 Total deferred compensation benefits 10,722 12,375 Less current portion (1) 2,577 2,825 Deferred compensation benefits, net of current portion $ 8,145 $ 9,550 (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 27, 2022 August 28, 2021 Cash value $ 67,201 $ 66,544 Borrowings (38,577) (37,723) Investment in life insurance $ 28,624 $ 28,821 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
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) 2022 2021 2020 Inventory repurchased: Units 4 10 107 Dollars $ 99 $ 349 $ 2,592 Inventory resold: Units 9 10 118 Cash collected $ 217 $ 321 $ 2,540 Loss recognized $ 27 $ 29 $ 252 Units in ending inventory — 5 5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Reportable Segment | The following table disaggregates revenue by reportable segment and product category: 2022 2021 2020 Net Revenues Towable: Fifth Wheel $ 1,260,871 $ 1,024,355 $ 690,452 Travel Trailer 1,296,591 959,716 519,282 Other (1) 39,896 25,888 17,833 Total Towable 2,597,358 2,009,959 1,227,567 Motorhome: Class A 786,740 690,146 479,120 Class B 718,039 532,200 332,961 Class C and Other (1) 406,417 316,738 244,713 Total Motorhome 1,911,196 1,539,084 1,056,794 Marine: 425,269 60,209 51,812 Corporate / All Other (2): 23,907 20,595 19,360 Consolidated $ 4,957,730 $ 3,629,847 $ 2,355,533 (1) Relates to parts, accessories, and services. (2) Relates to specialty vehicle units, parts, accessories, and services. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
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: 2022 2021 2020 Share awards: Time-based $ 7,540 $ 5,737 $ 4,287 Performance-based 7,412 7,920 796 Stock options 1,000 1,019 990 Other (1) 1,133 671 402 Total stock-based compensation expense $ 17,085 $ 15,347 $ 6,475 (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 27, 2022, and changes during Fiscal 2022, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 28, 2021 330,819 $ 44.35 Granted 147,236 $ 73.64 Vested (111,832) $ 45.53 Forfeited/canceled (37,385) $ 55.05 Outstanding at August 27, 2022 328,838 $ 55.85 (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 27, 2022, and changes during Fiscal 2022, is as follows: Shares (1) Weighted Average Fair Value Outstanding at August 28, 2021 227,751 $ 45.81 Granted 88,557 $ 68.59 Vested (76,413) $ 40.46 Forfeited/canceled (41,689) $ 43.93 Outstanding at August 27, 2022 198,206 $ 58.45 (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 2022 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 28, 2021 317,903 $ 40.41 Granted 44,040 $ 75.59 Exercised (30,113) $ 36.24 Forfeited/canceled (9,723) $ 60.27 Outstanding at August 27, 2022 322,107 $ 44.75 6.5 $ 5,886 Vested and expected to vest at August 27, 2022 322,107 $ 44.75 6.5 $ 5,886 Exercisable at August 27, 2022 232,549 $ 37.77 5.8 $ 5,454 (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) 2022 2021 2020 Expected dividend yield 1.0 % 0.8 % 0.9 % Risk-free interest rate (2) 1.1 % 0.3 % 1.7 % Expected life of stock options (in years) (3) 5 5 5 Expected stock price volatility (4) 48.5 % 48.6 % 41.2 % Weighted average fair value of options granted $ 30.47 $ 21.65 $ 17.18 (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. 27, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | Income tax expense consisted of the following: 2022 2021 2020 Current Federal $ 105,863 $ 71,579 $ 14,318 State 24,868 16,179 2,806 Total 130,731 87,758 17,124 Deferred Federal (5,553) 737 (790) State (1,092) (2,916) (500) Total (6,645) (2,179) (1,290) Provision for income taxes $ 124,086 $ 85,579 $ 15,834 |
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: 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.5 % 3.3 % 1.9 % Income tax credits (0.5) % (0.6) % (2.5) % Nondeductible compensation 0.9 % 0.5 % 0.9 % Tax-free and dividend income (0.1) % (0.1) % (0.6) % Uncertain tax position settlements and adjustments (0.1) % (0.1) % 0.1 % Other items (0.6) % (0.7) % (0.3) % Effective tax provision rate 24.1 % 23.3 % 20.5 % |
Schedule of Deferred Income Taxes | The tax effects of temporary differences that give rise to deferred income taxes were as follows: August 27, 2022 August 28, 2021 Warranty reserves $ 30,690 $ 22,450 Deferred compensation 2,978 5,224 Self-insurance reserve 4,884 4,336 Stock-based compensation 5,534 4,607 Leases 12,868 8,422 Other (1) 9,108 7,170 Total deferred tax assets 66,062 52,209 Convertible notes 1,993 2,608 Intangibles 39,493 39,940 Depreciation 19,036 15,161 Leases 11,648 7,929 Total deferred tax liabilities 72,170 65,638 Total deferred income tax liabilities, net $ 6,108 $ 13,429 (1) Other includes $113 and $400 related to state net operating losses as of August 27, 2022 and August 28, 2021, 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: 2022 2021 2020 Balance at beginning of year $ 5,537 $ 5,830 $ 2,822 Gross increases-tax positions in a prior year — — 2,486 Gross decreases-tax positions in a prior year (1,156) (872) — Gross increases-current year tax positions 610 579 522 Balance at end of year 4,991 5,537 5,830 Accrued interest and penalties 753 946 681 Total unrecognized tax benefits $ 5,744 $ 6,483 $ 6,511 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
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) 2022 2021 2020 Net income $ 390,636 $ 281,871 $ 61,442 Weighted average common shares outstanding 32,475 33,528 33,236 Dilutive impact of stock compensation awards 510 375 218 Dilutive impact of convertible notes — 153 — Weighted average common shares outstanding, assuming dilution 32,985 34,056 33,454 Anti-dilutive securities excluded from weighted average diluted common shares outstanding 159 49 39 Basic earnings per common share $ 12.03 $ 8.41 $ 1.85 Diluted earnings per common share $ 11.84 $ 8.28 $ 1.84 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Aug. 27, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were: Defined Benefit Pension Items 2022 2021 Balance at beginning of year $ (491) $ (526) OCI before reclassifications — — Amounts reclassified from AOCI 37 35 Net current-year OCI 37 35 Balance at end of year $ (454) $ (491) |
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 2022 2021 2020 Amortization of net actuarial loss SG&A $ 37 $ 35 $ 33 Interest rate contract Interest expense — — 432 Total reclassifications $ 37 $ 35 $ 465 |
Basis of Presentation - Propert
Basis of Presentation - Property and Equipment (Details) | 12 Months Ended |
Aug. 27, 2022 | |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 5 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 30 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 1 year |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 15 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Asset Life | 3 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 ($) shares in Thousands | 3 Months Ended | 12 Months Ended | |||||
Aug. 27, 2022 | Aug. 26, 2023 | Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | Nov. 26, 2022 | May 30, 2020 | |
Business Acquisition [Line Items] | |||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | ||||
Finite-lived impairment loss | $ 0 | 0 | 0 | ||||
Insurance policy limit | 75,000,000 | ||||||
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 | 500,000 | ||||||
Advertising expense | 23,300,000 | 11,600,000 | 12,500,000 | ||||
Deferred FICA liability | 8,100,000 | 8,100,000 | 16,200,000 | ||||
Employee retention credit | $ 4,000,000 | ||||||
Employee retention credit outstanding | 800,000 | 800,000 | |||||
Decrease in additional paid-in capital | (256,224,000) | (256,224,000) | (218,490,000) | ||||
Long-term debt, net | 545,855,000 | 545,855,000 | 528,559,000 | ||||
Deferred income taxes | (6,108,000) | (6,108,000) | (13,429,000) | ||||
Increase in retained earnings | $ 1,537,531,000 | 1,537,531,000 | 1,172,996,000 | ||||
Non-cash interest expense, net | $ (15,074,000) | $ (13,928,000) | $ (10,727,000) | ||||
Dilutive impact of convertible notes (in shares) | 0 | 153 | 0 | ||||
Accounting Standards Update 2020-06 | Scenario, Forecast | |||||||
Business Acquisition [Line Items] | |||||||
Decrease in additional paid-in capital | $ 62,000,000 | ||||||
Long-term debt, net | 43,800,000 | ||||||
Deferred income taxes | 10,800,000 | ||||||
Increase in retained earnings | $ 29,000,000 | ||||||
Non-cash interest expense, net | $ 15,100,000 | ||||||
Dilutive impact of convertible notes (in shares) | 4,700 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2021 | Nov. 08, 2019 | May 28, 2022 | Nov. 27, 2021 | Aug. 28, 2021 | Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 5,222 | $ 725 | $ 9,761 | |||||
Barletta | ||||||||
Business Acquisition [Line Items] | ||||||||
Percent of voting interest acquired | 100% | |||||||
Purchase price | $ 286,300 | |||||||
Cash | 240,100 | |||||||
Common stock issued to sellers | $ 25,000 | |||||||
Discount percentage on purchase price | 12% | |||||||
Lockup restriction period | 1 year | |||||||
Purchase price, common stock issued after discount | $ 22,000 | |||||||
Earnout liability | $ 24,200 | 39,800 | ||||||
Transaction costs | $ 3,100 | |||||||
Acquisition related costs | $ 2,400 | $ 700 | ||||||
Barletta | Dealer networks | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted-average useful life | 12 years | |||||||
Barletta | Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted-average useful life | 10 months | |||||||
Barletta | Common Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Issuance of stock for acquisition (in shares) | 0.2 | |||||||
Barletta | Other Current Liabilities | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout liability | $ 21,300 | |||||||
Barletta | Other Noncurrent Liabilities | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout liability | $ 18,500 | |||||||
Barletta | Earnout Paid In Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout amount | $ 50,000 | |||||||
Barletta | Earnout Paid In Cash | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout amount | $ 15,000 | |||||||
Newmar Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Percent of voting interest acquired | 100% | |||||||
Purchase price | $ 357,006 | |||||||
Cash | 264,434 | |||||||
Common stock issued to sellers | 92,572 | |||||||
Purchase price adjustments | $ 3,300 | |||||||
Stock consideration discount | 7% |
Business Combinations - Schedul
Business Combinations - Schedule of Preliminary Fair Values Assigned (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 31, 2021 | Aug. 28, 2021 | Aug. 29, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 484,176 | $ 348,058 | $ 348,058 | |
Barletta | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 11,903 | |||
Other current assets | 24,564 | |||
Property, plant, and equipment | 17,250 | |||
Goodwill | 136,118 | |||
Other intangible assets | 111,400 | |||
Total assets acquired | 301,235 | |||
Accounts payable | 7,181 | |||
Product warranties | 4,656 | |||
Other current liabilities | 3,146 | |||
Total liabilities assumed | 14,983 | |||
Total purchase price | $ 286,252 |
Business Combinations - Conside
Business Combinations - Consideration Paid (Details) - Newmar Corporation $ / shares in Units, $ in Thousands | Nov. 08, 2019 USD ($) $ / shares shares |
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 - Net Rev
Business Combinations - Net Revenues and Operating Income (Details) - Newmar Corporation - Motorhome $ in Thousands | 12 Months Ended |
Aug. 29, 2020 USD ($) | |
Business Acquisition [Line Items] | |
Net revenues | $ 388,383 |
Operating loss | $ (3,642) |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - Newmar Corporation $ / shares in Units, $ in Thousands | 12 Months Ended |
Aug. 29, 2020 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Net revenues | $ 2,508,792 |
Net income | $ 72,609 |
Earnings per share - basic (in dollars per share) | $ / shares | $ 2.16 |
Earnings per share - diluted (in dollars per share) | $ / shares | $ 2.11 |
Amortization of intangibles (1 year or less useful life) | |
Business Acquisition [Line Items] | |
Nonrecurring adjustments | $ 13,610 |
Increase in amortization of intangibles | |
Business Acquisition [Line Items] | |
Nonrecurring adjustments | (1,061) |
Expenses related to business combination (transaction costs) | |
Business Acquisition [Line Items] | |
Nonrecurring adjustments | 9,761 |
Interest to reflect new debt structure | |
Business Acquisition [Line Items] | |
Nonrecurring adjustments | (4,356) |
Taxes related to the adjustments to the pro forma data and to the income of Newmar | |
Business Acquisition [Line Items] | |
Nonrecurring adjustments | $ (2,968) |
Business Segments - Information
Business Segments - Information by Reportable Segment (Details) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 USD ($) segment | Aug. 28, 2021 USD ($) | Aug. 29, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 7 | ||
Number of reportable segments | segment | 3 | ||
Net Revenues | $ 4,957,730 | $ 3,629,847 | $ 2,355,533 |
Adjusted EBITDA | 648,928 | 436,067 | 168,075 |
Capital Expenditures | 87,969 | 44,891 | 32,377 |
Total Assets | 2,416,657 | 2,062,567 | |
Net income | 390,636 | 281,871 | 61,442 |
Interest expense, net | 41,313 | 40,365 | 37,461 |
Provision for income taxes | 124,086 | 85,579 | 15,834 |
Depreciation | 24,238 | 18,201 | 15,997 |
Amortization | 29,419 | 14,361 | 22,104 |
EBITDA | 609,692 | 440,377 | 152,838 |
Acquisition-related fair-value inventory step-up | 0 | 0 | 4,810 |
Acquisition-related costs | 5,222 | 725 | 9,761 |
Litigation reserves | 6,551 | 0 | 0 |
Restructuring expenses | 0 | 112 | 1,640 |
Gain on sale of property, plant and equipment | 0 | (4,753) | 0 |
Contingent consideration fair value adjustment | 29,382 | 0 | 0 |
Non-operating income | (1,919) | ||
Corporate / All Other | |||
Segment Reporting Information [Line Items] | |||
Net Revenues | 23,907 | 20,595 | 19,360 |
Adjusted EBITDA | (33,517) | (27,322) | (12,802) |
Capital Expenditures | 3,639 | 0 | 0 |
Total Assets | 302,242 | 441,349 | |
Towable | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Revenues | 2,597,358 | 2,009,959 | 1,227,567 |
Adjusted EBITDA | 383,622 | 289,007 | 148,276 |
Capital Expenditures | 45,703 | 25,121 | 13,389 |
Total Assets | 874,879 | 790,257 | |
Motorhome | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Revenues | 1,911,196 | 1,539,084 | 1,056,794 |
Adjusted EBITDA | 237,992 | 169,205 | 32,949 |
Capital Expenditures | 22,260 | 17,604 | 15,061 |
Total Assets | 823,390 | 728,060 | |
Marine | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Revenues | 425,269 | 60,209 | 51,812 |
Adjusted EBITDA | 60,831 | 5,177 | (348) |
Capital Expenditures | 16,367 | 2,166 | $ 3,927 |
Total Assets | $ 416,146 | $ 102,901 |
Business Segments - Revenues by
Business Segments - Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | $ 4,957,730 | $ 3,629,847 | $ 2,355,533 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | 4,618,130 | 3,410,588 | 2,225,028 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenues | $ 339,600 | $ 219,259 | $ 130,505 |
Derivatives, Investments, and_3
Derivatives, Investments, and Fair Value Measurements - Fair Value Inputs (Details) - USD ($) | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Fair Value, Measurements, Recurring | |||
Assets that fund deferred compensation: | |||
Domestic equity funds | $ 1,175,000 | $ 940,000 | |
International equity funds | 55,000 | 41,000 | |
Fixed income funds | 181,000 | 46,000 | |
Total assets at fair value | 1,411,000 | 1,027,000 | |
Contingent consideration | |||
Earnout liability | 39,812,000 | ||
Total liabilities at fair value | 39,812,000 | ||
Fair Value, Measurements, Recurring | Level 1 | |||
Assets that fund deferred compensation: | |||
Domestic equity funds | 1,175,000 | 940,000 | |
International equity funds | 55,000 | 41,000 | |
Fixed income funds | 181,000 | 46,000 | |
Total assets at fair value | 1,411,000 | 1,027,000 | |
Contingent consideration | |||
Earnout liability | 0 | ||
Total liabilities at fair value | 0 | ||
Fair Value, Measurements, Recurring | Level 2 | |||
Assets that fund deferred compensation: | |||
Domestic equity funds | 0 | 0 | |
International equity funds | 0 | 0 | |
Fixed income funds | 0 | 0 | |
Total assets at fair value | 0 | 0 | |
Contingent consideration | |||
Earnout liability | 0 | ||
Total liabilities at fair value | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | |||
Assets that fund deferred compensation: | |||
Domestic equity funds | 0 | 0 | |
International equity funds | 0 | 0 | |
Fixed income funds | 0 | 0 | |
Total assets at fair value | 0 | 0 | |
Contingent consideration | |||
Earnout liability | 39,812,000 | ||
Total liabilities at fair value | 39,812,000 | ||
Fair Value, Measurements, Nonrecurring | |||
Contingent consideration | |||
Asset impairment charges | $ 0 | $ 0 | $ 0 |
Derivatives, Investments, and_4
Derivatives, Investments, and Fair Value Measurements - Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning fair value - contingent consideration | $ 0 | $ 0 | |
Additions | 24,190 | 0 | |
Fair value adjustments | 29,382 | 0 | $ 0 |
Settlements | (13,168) | 0 | |
Other | (592) | 0 | |
Ending fair value - contingent consideration | $ 39,812 | $ 0 | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 59,340 | $ 12,243 |
Work-in-process ("WIP") | 198,900 | 184,611 |
Raw materials | 314,938 | 183,583 |
Total | 573,178 | 380,437 |
Less: Excess of FIFO over LIFO cost | 47,409 | 38,964 |
Inventories, net | $ 525,769 | $ 341,473 |
Inventories - Inventory Valuati
Inventories - Inventory Valuation Methods (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Inventory Disclosure [Abstract] | ||
LIFO basis | $ 212,245 | $ 139,544 |
First-in, first-out basis | 360,933 | 240,893 |
Total | $ 573,178 | $ 380,437 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 455,333 | $ 351,938 |
Less: Accumulated depreciation | 179,114 | 160,511 |
Property, plant, and equipment, net | 276,219 | 191,427 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 14,626 | 9,111 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 171,035 | 147,629 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 142,574 | 121,911 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 43,792 | 36,815 |
Transportation | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 6,509 | 5,335 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 76,797 | $ 31,137 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Property, Plant and Equipment, Net [Abstract] | |||
Depreciation | $ 24,238 | $ 18,201 | $ 15,997 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Aug. 27, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of year | $ 348,058 |
Acquisition | 136,118 |
Balance at end of year | 484,176 |
Towable | |
Goodwill [Roll Forward] | |
Balance at beginning of year | 244,684 |
Acquisition | 0 |
Balance at end of year | 244,684 |
Motorhome | |
Goodwill [Roll Forward] | |
Balance at beginning of year | 73,127 |
Acquisition | 0 |
Balance at end of year | 73,127 |
Marine | |
Goodwill [Roll Forward] | |
Balance at beginning of year | 30,247 |
Acquisition | 136,118 |
Balance at end of year | $ 166,365 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 581,205 | $ 469,805 |
Accumulated Amortization | 108,817 | 79,398 |
Net Carrying Value | 472,388 | 390,407 |
Dealer networks | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 179,981 | 159,581 |
Accumulated Amortization | 60,518 | 45,652 |
Net Carrying Value | 119,463 | 113,929 |
Backlog | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,327 | 28,327 |
Accumulated Amortization | 42,327 | 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 | 5,972 | 5,419 |
Net Carrying Value | 675 | 1,228 |
Trade names | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 352,250 | 275,250 |
Net Carrying Value | $ 352,250 | $ 275,250 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) | 12 Months Ended |
Aug. 27, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period for intangible assets | 8 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Thousands | Aug. 27, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal 2023 | $ 15,226 |
Fiscal 2024 | 15,124 |
Fiscal 2025 | 14,919 |
Fiscal 2026 | 14,865 |
Fiscal 2027 | 14,865 |
Thereafter | 45,139 |
Total amortization expense remaining | $ 120,138 |
Product Warranties - Schedule o
Product Warranties - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of year | $ 91,222 | $ 64,031 | $ 44,436 |
Business acquisitions | 4,656 | 0 | 15,147 |
Provision | 119,286 | 89,951 | 61,898 |
Claims paid | (87,232) | (62,760) | (57,450) |
Balance at end of year | $ 127,932 | $ 91,222 | $ 64,031 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreements Narrative (Details) - USD ($) | Jul. 15, 2022 | Jul. 08, 2020 | Jul. 14, 2022 |
ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt, face amount | $ 350,000,000 | $ 192,500,000 | |
Floating rate | 0.10% | ||
Debt issuance costs capitalized | $ 1,200,000 | ||
Debt instrument, term | 5 years | ||
ABL Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Floating rate | 1.25% | ||
ABL Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Floating rate | 1.75% | ||
Letter of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 35,000,000 | ||
Letter of Credit | ABL Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.25% | ||
Senior Notes | Senior Secured Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 300,000,000 | ||
Debt issuance costs capitalized | $ 7,500,000 | ||
Debt instrument, term | 8 years | ||
Interest rate, stated percentage | 6.25% |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes Narrative (Details) | Nov. 01, 2019 USD ($) day $ / shares Rate | Oct. 30, 2019 USD ($) $ / shares | Aug. 27, 2022 USD ($) | Aug. 28, 2021 USD ($) |
Debt Instrument [Line Items] | ||||
Offering-related costs | $ 8,853,000 | $ 11,075,000 | ||
Call Spread Transactions | ||||
Debt Instrument [Line Items] | ||||
Percentage increase of strike price | 100% | |||
Equity component of issuance | $ 85,000,000 | |||
Equity component of issuance, net of tax | 64,100,000 | |||
Offering-related costs | 9,800,000 | |||
Deferred offering costs classified as liability | 7,000,000 | |||
Deferred offering costs classified as equity | 2,800,000 | |||
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 | $ 290,200,000 | |||
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 | $ 215,000,000 | |||
Interest rate, stated percentage | 8% | |||
Proceeds from issuance of notes | $ 28,600,000 | |||
Net cost incurred transaction, amount | $ 11,200,000 | |||
Convertible Senior Notes due 2025 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of the conversion price | 130% | |||
Number of trading days | day | 20 | |||
Convertible Senior Notes due 2025 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of the conversion price | 98% |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 600,000 | $ 600,000 |
Convertible Notes unamortized interest discount | (45,292) | (60,366) |
Debt issuance cost, net | (8,853) | (11,075) |
Long-term debt, net | 545,855 | 528,559 |
Fair value of long-term debt, excluding debt issuance costs | 634,200 | 726,600 |
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. 27, 2022 | Aug. 28, 2021 |
Debt Disclosure [Abstract] | ||
Fiscal 2023 | $ 0 | |
Fiscal 2024 | 0 | |
Fiscal 2025 | 300,000 | |
Fiscal 2026 | 0 | |
Fiscal 2027 | 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. 27, 2022 | Aug. 28, 2021 |
Assets | ||
Operating leases | $ 41,131 | $ 28,379 |
Finance leases | 6,672 | 4,971 |
Total lease assets | $ 47,803 | $ 33,350 |
Finance lease, right-of-use asset, statement of financial position, extensible enumeration | Other long-term assets | Other long-term assets |
Liabilities | ||
Current: Operating leases | $ 4,715 | $ 2,596 |
Current: Finance leases | 974 | 700 |
Non-Current: Operating leases | 40,426 | 26,745 |
Non-Current: Finance leases | 6,690 | 5,313 |
Total lease liabilities | $ 52,805 | $ 35,354 |
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. 27, 2022 | Aug. 28, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 9,550 | $ 5,785 |
Finance lease cost: | ||
Depreciation of lease assets | 825 | 609 |
Interest on lease liabilities | 432 | 327 |
Total lease cost | $ 10,807 | $ 6,721 |
Leases - Future Lease Commitmen
Leases - Future Lease Commitments for Future Fiscal Years (Details) $ in Thousands | Aug. 27, 2022 USD ($) |
Operating Leases | |
Fiscal 2023 | $ 6,963 |
Fiscal 2024 | 7,152 |
Fiscal 2025 | 6,865 |
Fiscal 2026 | 6,730 |
Fiscal 2027 | 6,752 |
Thereafter | 22,231 |
Total future undiscounted lease payments | 56,693 |
Less: Interest | 11,552 |
Total reported lease liabilities | 45,141 |
Related Party Amount | |
Operating Leases | |
Fiscal 2023 | 1,500 |
Fiscal 2024 | 1,800 |
Fiscal 2025 | 1,800 |
Fiscal 2026 | 1,800 |
Fiscal 2027 | 1,800 |
Thereafter | 4,200 |
Total future undiscounted lease payments | 12,900 |
Less: Interest | 2,568 |
Total reported lease liabilities | 10,332 |
Non-Related Party Amount | |
Operating Leases | |
Fiscal 2023 | 5,463 |
Fiscal 2024 | 5,352 |
Fiscal 2025 | 5,065 |
Fiscal 2026 | 4,930 |
Fiscal 2027 | 4,952 |
Thereafter | 18,031 |
Total future undiscounted lease payments | 43,793 |
Less: Interest | 8,984 |
Total reported lease liabilities | 34,809 |
Financing Leases | |
Fiscal 2023 | 1,392 |
Fiscal 2024 | 1,382 |
Fiscal 2025 | 1,404 |
Fiscal 2026 | 1,426 |
Fiscal 2027 | 1,448 |
Thereafter | 2,153 |
Total future undiscounted lease payments | 9,205 |
Less: Interest | 1,541 |
Total reported lease liabilities | $ 7,664 |
Leases - Additional Lease Costs
Leases - Additional Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 27, 2022 | Aug. 28, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 3,666 | $ 2,589 |
Operating cash flows from financing leases | 432 | 327 |
Financing cash flows from financing leases | $ 877 | $ 572 |
Weighted average remaining lease term: | ||
Operating leases | 8 years 1 month 6 days | 8 years 1 month 6 days |
Finance leases | 6 years | 6 years 9 months 18 days |
Weighted average discount rate: | ||
Operating leases | 5.80% | 6.20% |
Finance leases | 5.90% | 6.30% |
Employee and Retiree Benefits -
Employee and Retiree Benefits - Postretirement Health Care and Deferred Compensation Benefits (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Retirement Benefits [Abstract] | ||
Non-qualified deferred compensation | $ 7,937 | $ 9,731 |
Supplemental executive retirement plan | 1,371 | 1,615 |
Executive deferred compensation plan | 1,414 | 1,029 |
Total deferred compensation benefits | 10,722 | 12,375 |
Less current portion | 2,577 | 2,825 |
Deferred compensation benefits, net of current portion | $ 8,145 | $ 9,550 |
Employee and Retiree Benefits_2
Employee and Retiree Benefits - Deferred Compensation Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contribution amount | $ 12 | $ 5.6 | $ 3.4 |
Employer discretionary contribution amount | $ 12.1 | 6.1 | 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 | $ 0.6 | 0.8 | $ 0.9 |
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% | ||
Maximum cash incentive award deferral | 100% | ||
Deferred compensation assets | $ 1.4 | $ 1 |
Employee and Retiree Benefits_3
Employee and Retiree Benefits - Investment in Life Insurance (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Retirement Benefits [Abstract] | ||
Cash value | $ 67,201 | $ 66,544 |
Borrowings | (38,577) | (37,723) |
Investment in life insurance | $ 28,624 | $ 28,821 |
Contingent Liabilities and Co_3
Contingent Liabilities and Commitments - Repurchase Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 27, 2022 | Aug. 28, 2021 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Repurchase agreement term | 24 months | |
Percentage of dealer invoice that liability cannot exceed | 100% | |
Accrued loss on repurchases | $ 1.4 | $ 0.9 |
Obligation to Repurchase from Dealers | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 1,783.7 | $ 552.1 |
Contingent Liabilities and Co_4
Contingent Liabilities and Commitments - Schedule of Repurchased Activity (Details) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 USD ($) recreationVehicle | Aug. 28, 2021 USD ($) recreationVehicle | Aug. 29, 2020 USD ($) recreationVehicle | |
Inventory repurchased: | |||
Units | recreationVehicle | 4 | 10 | 107 |
Dollars | $ | $ 99 | $ 349 | $ 2,592 |
Inventory resold: | |||
Units | recreationVehicle | 9 | 10 | 118 |
Cash collected | $ | $ 217 | $ 321 | $ 2,540 |
Loss recognized | $ | $ 27 | $ 29 | $ 252 |
Units in ending inventory | recreationVehicle | 0 | 5 | 5 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 4,957,730 | $ 3,629,847 | $ 2,355,533 |
Operating Segments | Towable | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2,597,358 | 2,009,959 | 1,227,567 |
Operating Segments | Towable | Fifth Wheel | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,260,871 | 1,024,355 | 690,452 |
Operating Segments | Towable | Travel Trailer | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,296,591 | 959,716 | 519,282 |
Operating Segments | Towable | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 39,896 | 25,888 | 17,833 |
Operating Segments | Motorhome | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,911,196 | 1,539,084 | 1,056,794 |
Operating Segments | Motorhome | Class A | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 786,740 | 690,146 | 479,120 |
Operating Segments | Motorhome | Class B | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 718,039 | 532,200 | 332,961 |
Operating Segments | Motorhome | Class C and Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 406,417 | 316,738 | 244,713 |
Operating Segments | Marine | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 425,269 | 60,209 | 51,812 |
Corporate / All Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 23,907 | $ 20,595 | $ 19,360 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | Dec. 11, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Accrued compensation | $ 71,646 | $ 67,541 | ||
Unrecognized compensation expense related to stock options | $ 1,300 | |||
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 | $ 3,900 | |||
Unrecognized compensation expense, period of recognition | 10 months 24 days | |||
Total fair value of awards vested | $ 5,800 | 1,400 | $ 2,400 | |
Time-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 8,400 | |||
Unrecognized compensation expense, period of recognition | 9 months 18 days | |||
Total fair value of awards vested | $ 8,000 | $ 5,200 | $ 3,300 | |
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% | |||
Shares purchased through the ESPP (in shares) | 42 | 24 | ||
Accrued compensation | $ 400 | $ 400 | ||
Incentive Compensation Plan 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 4,100 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Expense Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 17,085 | $ 15,347 | $ 6,475 |
Time-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 7,540 | 5,737 | 4,287 |
Performance-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 7,412 | 7,920 | 796 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,000 | 1,019 | 990 |
Other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 1,133 | $ 671 | $ 402 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Share Awards Activity (Details) | 12 Months Ended |
Aug. 27, 2022 $ / shares shares | |
Time-based | |
Shares | |
Beginning balance (in shares) | shares | 330,819 |
Granted (in shares) | shares | 147,236 |
Vested (in shares) | shares | (111,832) |
Forfeited/canceled (in shares) | shares | (37,385) |
Ending balance (in shares) | shares | 328,838 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 44.35 |
Granted (in dollars per share) | $ / shares | 73.64 |
Vested (in dollars per share) | $ / shares | 45.53 |
Forfeited/canceled (in dollars per share) | $ / shares | 55.05 |
Ending balance (in dollars per share) | $ / shares | $ 55.85 |
Performance-based | |
Shares | |
Beginning balance (in shares) | shares | 227,751 |
Granted (in shares) | shares | 88,557 |
Vested (in shares) | shares | (76,413) |
Forfeited/canceled (in shares) | shares | (41,689) |
Ending balance (in shares) | shares | 198,206 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 45.81 |
Granted (in dollars per share) | $ / shares | 68.59 |
Vested (in dollars per share) | $ / shares | 40.46 |
Forfeited/canceled (in dollars per share) | $ / shares | 43.93 |
Ending balance (in dollars per share) | $ / shares | $ 58.45 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Aug. 27, 2022 USD ($) $ / shares shares | |
Stock Options | |
Outstanding beginning balance (in shares) | shares | 317,903 |
Granted (in shares) | shares | 44,040 |
Exercised (in shares) | shares | (30,113) |
Forfeited/canceled (in shares) | shares | (9,723) |
Outstanding ending balance (in shares) | shares | 322,107 |
Vested and expected to vest at end of year (in shares) | shares | 322,107 |
Exercisable at end of year (in shares) | shares | 232,549 |
Weighted Average Exercise Price Per Share | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 40.41 |
Granted (in dollars per share) | $ / shares | 75.59 |
Exercised (in dollars per share) | $ / shares | 36.24 |
Forfeited/canceled (in dollars per share) | $ / shares | 60.27 |
Outstanding ending balance (in dollars per share) | $ / shares | 44.75 |
Vested and expected to vest at end of year (in dollars per share) | $ / shares | 44.75 |
Exercisable at end of year (in dollars per share) | $ / shares | $ 37.77 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding | 6 years 6 months |
Vested and expected to vest | 6 years 6 months |
Exercisable | 5 years 9 months 18 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 5,886 |
Vested and expected to vest | $ | 5,886 |
Exercisable | $ | $ 5,454 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - Stock Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected dividend yield | 1% | 0.80% | 0.90% |
Risk free interest rate | 1.10% | 0.30% | 1.70% |
Expected life of stock options (in years) | 5 years | 5 years | 5 years |
Expected stock price volatility | 48.50% | 48.60% | 41.20% |
Weighted average fair value of options granted (in dollars per share) | $ 30.47 | $ 21.65 | $ 17.18 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Proceeds from the sale of property, plant, and equipment | $ 178 | $ 12,452 | $ 0 |
Facility Relocation | |||
Restructuring Cost and Reserve [Line Items] | |||
Proceeds from the sale of property, plant, and equipment | 12,400 | ||
Gain on sale | $ 4,800 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Current | |||
Federal | $ 105,863 | $ 71,579 | $ 14,318 |
State | 24,868 | 16,179 | 2,806 |
Total | 130,731 | 87,758 | 17,124 |
Deferred | |||
Federal | (5,553) | 737 | (790) |
State | (1,092) | (2,916) | (500) |
Total | (6,645) | (2,179) | (1,290) |
Provision for income taxes | $ 124,086 | $ 85,579 | $ 15,834 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 3.50% | 3.30% | 1.90% |
Income tax credits | (0.50%) | (0.60%) | (2.50%) |
Nondeductible compensation | 0.90% | 0.50% | 0.90% |
Tax-free and dividend income | (0.10%) | (0.10%) | (0.60%) |
Uncertain tax position settlements and adjustments | (0.10%) | (0.10%) | 0.10% |
Other items | (0.60%) | (0.70%) | (0.30%) |
Effective tax provision rate | 24.10% | 23.30% | 20.50% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 24.10% | 23.30% | 20.50% |
Unrecognized tax benefits | $ 5.3 |
Income Taxes - Significant Item
Income Taxes - Significant Items Comprising Deferred Taxes (Details) - USD ($) $ in Thousands | Aug. 27, 2022 | Aug. 28, 2021 |
Income Tax Disclosure [Abstract] | ||
Warranty reserves | $ 30,690 | $ 22,450 |
Deferred compensation | 2,978 | 5,224 |
Self-insurance reserve | 4,884 | 4,336 |
Stock-based compensation | 5,534 | 4,607 |
Leases | 12,868 | 8,422 |
Other | 9,108 | 7,170 |
Total deferred tax assets | 66,062 | 52,209 |
Convertible notes | 1,993 | 2,608 |
Intangibles | 39,493 | 39,940 |
Depreciation | 19,036 | 15,161 |
Leases | 11,648 | 7,929 |
Total deferred tax liabilities | 72,170 | 65,638 |
Total deferred income tax liabilities, net | 6,108 | 13,429 |
State NOL carryforward | $ 113 | $ 400 |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 5,537 | $ 5,830 | $ 2,822 |
Gross increases-tax positions in a prior year | 0 | 0 | 2,486 |
Gross decreases-tax positions in a prior year | (1,156) | (872) | 0 |
Gross increases-current year tax positions | 610 | 579 | 522 |
Balance at end of year | 4,991 | 5,537 | 5,830 |
Accrued interest and penalties | 753 | 946 | 681 |
Total unrecognized tax benefits | $ 5,744 | $ 6,483 | $ 6,511 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Earnings Per Share [Abstract] | |||
Net income | $ 390,636 | $ 281,871 | $ 61,442 |
Weighted average common shares outstanding (in shares) | 32,475 | 33,528 | 33,236 |
Dilutive impact of stock compensation awards (in shares) | 510 | 375 | 218 |
Dilutive impact of convertible notes (in shares) | 0 | 153 | 0 |
Weighted average common shares outstanding, assuming dilution (in shares) | 32,985 | 34,056 | 33,454 |
Anti-dilutive securities excluded from weighted average diluted common shares outstanding (in shares) | 159 | 49 | 39 |
Basic earnings per common share (in dollars per share) | $ 12.03 | $ 8.41 | $ 1.85 |
Diluted earnings per common share (in dollars per share) | $ 11.84 | $ 8.28 | $ 1.84 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in AOCI by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | $ 1,056,943 | $ 827,466 | $ 632,212 |
Other comprehensive income (loss) | 37 | 35 | (35) |
Balance at end of year | 1,263,007 | 1,056,943 | 827,466 |
Defined Benefit Pension Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance at beginning of year | (491) | (526) | |
OCI before reclassifications | 0 | 0 | |
Amounts reclassified from AOCI | 37 | 35 | |
Other comprehensive income (loss) | 37 | 35 | |
Balance at end of year | $ (454) | $ (491) | $ (526) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassification out of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 27, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Selling, general, and administrative expenses | $ 316,420 | $ 228,581 | $ 177,061 |
Interest expense | 41,313 | 40,365 | 37,461 |
Net income | 390,636 | 281,871 | 61,442 |
Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Net income | 37 | 35 | 465 |
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 | 37 | 35 | 33 |
Interest rate contract | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ 0 | $ 0 | $ 432 |
Uncategorized Items - wgo-20220
Label | Element | Value |
Marine Segment [Member] | ||
Goodwill | us-gaap_Goodwill | $ 30,247,000 |
Motorhome Segment [Member] | ||
Goodwill | us-gaap_Goodwill | 73,127,000 |
Towable Segment [Member] | ||
Goodwill | us-gaap_Goodwill | $ 244,684,000 |