Cover Page
Cover Page - shares | 9 Months Ended | |
May 25, 2024 | Jun. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 25, 2024 | |
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, $0.50 par value per share | |
Trading Symbol(s) | WGO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,954,999 | |
Entity Central Index Key | 0000107687 | |
Current Fiscal Year End Date | --08-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Income Statement [Abstract] | ||||
Net revenues | $ 786 | $ 900.8 | $ 2,252.6 | $ 2,719.7 |
Cost of goods sold | 667.8 | 749.4 | 1,913.3 | 2,261.1 |
Gross profit | 118.2 | 151.4 | 339.3 | 458.6 |
Selling, general, and administrative expenses | 69.1 | 66.5 | 204.4 | 203.4 |
Amortization | 5.6 | 4.4 | 16.9 | 12 |
Total operating expenses | 74.7 | 70.9 | 221.3 | 215.4 |
Operating income | 43.5 | 80.5 | 118 | 243.2 |
Interest expense, net | 5.8 | 5.2 | 15.2 | 16.4 |
Loss on note repurchase | 0 | 0 | 32.7 | 0 |
Non-operating loss | 2.2 | 0.2 | 5.8 | 2.3 |
Income before income taxes | 35.5 | 75.1 | 64.3 | 224.5 |
Provision for income taxes | 6.5 | 16 | 22.2 | 52.4 |
Net income | $ 29 | $ 59.1 | $ 42.1 | $ 172.1 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.99 | $ 1.95 | $ 1.43 | $ 5.66 |
Diluted (in dollars per share) | $ 0.96 | $ 1.71 | $ 1.40 | $ 4.95 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 29.2 | 30.4 | 29.3 | 30.4 |
Diluted (in shares) | 30.4 | 35.4 | 30.6 | 35.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Current assets | ||
Cash and cash equivalents | $ 318.1 | $ 309.9 |
Receivables, less allowance for credit losses ($0.4 and $0.4, respectively) | 199.3 | 178.5 |
Inventories, net | 441.5 | 470.6 |
Prepaid expenses and other current assets | 24.8 | 37.7 |
Total current assets | 983.7 | 996.7 |
Property, plant, and equipment, net | 335.5 | 327.3 |
Goodwill | 514.5 | 514.5 |
Other intangible assets, net | 485.1 | 502 |
Investment in life insurance | 30.2 | 29.3 |
Operating lease assets | 48.1 | 42.6 |
Deferred income tax assets, net | 8.9 | 0 |
Other long-term assets | 19 | 20 |
Total assets | 2,425 | 2,432.4 |
Current liabilities | ||
Accounts payable | 134 | 146.9 |
Income taxes payable | 3.1 | 0 |
Current maturities of long-term debt, net | 59 | 0 |
Accrued expenses: | ||
Accrued compensation | 37.8 | 35.9 |
Product warranties | 85 | 97.8 |
Self-insurance | 22.1 | 23.3 |
Promotional | 20.6 | 29.9 |
Accrued interest and dividends | 20.2 | 13.7 |
Other current liabilities | 20 | 48.5 |
Total current liabilities | 401.8 | 396 |
Non-current liabilities | ||
Long-term debt, net | 636.4 | 592.4 |
Deferred income tax liabilities, net | 0 | 11.7 |
Unrecognized tax benefits | 6 | 6.1 |
Long-term operating lease liabilities | 47.3 | 42 |
Deferred compensation benefits, net of current portion | 6.9 | 7.9 |
Other long-term liabilities | 8.2 | 8.2 |
Total liabilities | 1,106.6 | 1,064.3 |
Contingent liabilities and commitments (Note 11) | ||
Shareholders' equity: | ||
Preferred stock, par value $0.01: 10.0 shares authorized; zero shares issued and outstanding | 0 | 0 |
Common stock, par value $0.50: 120.0 shares authorized; 51.8 shares issued | 25.9 | 25.9 |
Additional paid-in capital | 191.1 | 197.7 |
Retained earnings | 1,762.3 | 1,747.8 |
Accumulated other comprehensive loss | (0.4) | (0.4) |
Treasury stock, at cost: 22.8 and 22.0 shares, respectively | (660.5) | (602.9) |
Total shareholders' equity | 1,318.4 | 1,368.1 |
Total liabilities and shareholders' equity | $ 2,425 | $ 2,432.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Current assets | ||
Allowance for credit losses | $ 0.4 | $ 0.4 |
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, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 51,800,000 | 51,800,000 |
Treasury stock, at cost, shares (in shares) | 22,800,000 | 22,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
May 25, 2024 | May 27, 2023 | |
Operating activities | ||
Net income | $ 42.1 | $ 172.1 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 25.5 | 20.9 |
Amortization | 16.9 | 12 |
Amortization of debt issuance costs | 2.4 | 2.3 |
Last in, first-out ("LIFO") expense | (0.1) | 2 |
Stock-based compensation | 11.5 | 8.2 |
Deferred income taxes | (3.8) | (3.6) |
Loss on note repurchase | 32.7 | 0 |
Contingent consideration fair value adjustment | 1.1 | 2 |
Payments of earnout liability above acquisition-date fair value | (14.7) | (13.3) |
Other, net | 3.1 | 0.3 |
Change in operating assets and liabilities, net of assets and liabilities acquired | ||
Receivables, net | (20.8) | 49.8 |
Inventories, net | 28.7 | 15.8 |
Prepaid expenses and other assets | 6.8 | 12.6 |
Accounts payable | (12.1) | (81.3) |
Income taxes and unrecognized tax benefits | 14.3 | 3.2 |
Accrued expenses and other liabilities | (30.4) | (46.6) |
Net cash provided by operating activities | 103.2 | 156.4 |
Investing activities | ||
Purchases of property, plant, and equipment | (33.8) | (68) |
Acquisition of business, net of cash acquired | 0 | (87.5) |
Proceeds from the sale of property, plant, and equipment | 0.3 | 0.3 |
Other, net | (2.9) | 0.8 |
Net cash used in investing activities | (36.4) | (154.4) |
Financing activities | ||
Borrowings on long-term debt | 2,652.2 | 2,840.2 |
Repayments on long-term debt | (2,596) | (2,840.2) |
Payments for convertible note bond hedge | (68.7) | 0 |
Proceeds from issuance of convertible note warrant | 31.3 | 0 |
Proceeds from partial unwind of convertible note bond hedge | 55.8 | 0 |
Payments for partial unwind of convertible note warrant | (25.3) | 0 |
Payments of cash dividends | (27.8) | (25.1) |
Payments for repurchases of common stock | (64.3) | (24.9) |
Payments of debt issuance costs | (10.4) | 0 |
Payments of earnout liability up to acquisition-date fair value | (5.8) | (8.7) |
Other, net | 0.4 | 0.4 |
Net cash used in financing activities | (58.6) | (58.3) |
Net increase (decrease) in cash and cash equivalents | 8.2 | (56.3) |
Cash and cash equivalents at beginning of period | 309.9 | 282.2 |
Cash and cash equivalents at end of period | 318.1 | 225.9 |
Supplemental Disclosures | ||
Income taxes paid, net | 12.6 | 54.9 |
Interest paid | 13.9 | 14.6 |
Non-cash investing and financing activities | ||
Capital expenditures in accounts payable | 2.2 | 2.8 |
Dividends declared not yet paid | 10 | 8.9 |
Increase in lease assets in exchange for lease liabilities: | ||
Operating leases | 9.8 | 3.9 |
Finance leases | $ 1.2 | $ 0.9 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Adoption of Accounting Standards Update (ASU) 2020-06 | Common Shares | Additional Paid-In Capital | Additional Paid-In Capital Adoption of Accounting Standards Update (ASU) 2020-06 | Retained Earnings | Retained Earnings Adoption of Accounting Standards Update (ASU) 2020-06 | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Aug. 27, 2022 | 51.8 | ||||||||
Beginning balance at Aug. 27, 2022 | $ 1,263 | $ (33) | $ 25.9 | $ 256.3 | $ (62) | $ 1,537.5 | $ 29 | $ (0.5) | $ (556.2) |
Treasury stock, beginning balance (in shares) at Aug. 27, 2022 | (21.5) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation | 8.2 | 8.2 | |||||||
Issuance of stock for employee benefit and stock-based awards, net | 1 | (7) | $ 8 | ||||||
Issuance of stock for employee benefit and stock-based awards, net (in shares) | 0.4 | ||||||||
Repurchase of common stock | (24.9) | $ (24.9) | |||||||
Repurchase of common stock (in shares) | (0.5) | ||||||||
Common stock dividends | (25.2) | (25.2) | |||||||
Other comprehensive income | 0.1 | 0.1 | |||||||
Net income | 172.1 | 172.1 | |||||||
Ending balance (in shares) at May. 27, 2023 | 51.8 | ||||||||
Ending balance at May. 27, 2023 | 1,361.3 | $ 25.9 | 195.5 | 1,713.4 | (0.4) | $ (573.1) | |||
Treasury stock, ending balance (in shares) at May. 27, 2023 | (21.6) | ||||||||
Beginning balance (in shares) at Feb. 25, 2023 | 51.8 | ||||||||
Beginning balance at Feb. 25, 2023 | 1,337.3 | $ 25.9 | 193.9 | 1,671 | (0.4) | $ (553.1) | |||
Treasury stock, beginning balance (in shares) at Feb. 25, 2023 | (21.2) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation | 1.7 | 1.7 | |||||||
Issuance of stock for employee benefit and stock-based awards, net | (0.1) | (0.1) | |||||||
Repurchase of common stock | (20) | $ (20) | |||||||
Repurchase of common stock (in shares) | (0.4) | ||||||||
Common stock dividends | (16.7) | (16.7) | |||||||
Net income | 59.1 | 59.1 | |||||||
Ending balance (in shares) at May. 27, 2023 | 51.8 | ||||||||
Ending balance at May. 27, 2023 | 1,361.3 | $ 25.9 | 195.5 | 1,713.4 | (0.4) | $ (573.1) | |||
Treasury stock, ending balance (in shares) at May. 27, 2023 | (21.6) | ||||||||
Beginning balance (in shares) at Aug. 26, 2023 | 51.8 | ||||||||
Beginning balance at Aug. 26, 2023 | $ 1,368.1 | $ 25.9 | 197.7 | 1,747.8 | (0.4) | $ (602.9) | |||
Treasury stock, beginning balance (in shares) at Aug. 26, 2023 | (22) | (22) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Partial repurchase of convertible notes | $ (22.2) | (22.2) | |||||||
Partial unwind of convertible note bond hedge | 55.8 | 55.8 | |||||||
Partial unwind of convertible note warrant | (25.3) | (25.3) | |||||||
Convertible note bond hedge purchase, net of tax | (51.9) | (51.9) | |||||||
Issuance of convertible note warrant | 31.3 | 31.3 | |||||||
Stock-based compensation | 11.5 | 11.5 | |||||||
Issuance of stock for employee benefit and stock-based awards, net | 1.4 | (5.3) | $ 6.7 | ||||||
Issuance of stock for employee benefit and stock-based awards, net (in shares) | 0.2 | ||||||||
Repurchase of common stock | (64.8) | (0.5) | $ (64.3) | ||||||
Repurchase of common stock (in shares) | (1) | ||||||||
Common stock dividends | (27.6) | (27.6) | |||||||
Net income | 42.1 | 42.1 | |||||||
Ending balance (in shares) at May. 25, 2024 | 51.8 | ||||||||
Ending balance at May. 25, 2024 | $ 1,318.4 | $ 25.9 | 191.1 | 1,762.3 | (0.4) | $ (660.5) | |||
Treasury stock, ending balance (in shares) at May. 25, 2024 | (22.8) | (22.8) | |||||||
Beginning balance (in shares) at Feb. 24, 2024 | 51.8 | ||||||||
Beginning balance at Feb. 24, 2024 | $ 1,324.6 | $ 25.9 | 188.1 | 1,751.6 | (0.4) | $ (640.6) | |||
Treasury stock, beginning balance (in shares) at Feb. 24, 2024 | (22.5) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation | 3.4 | 3.4 | |||||||
Issuance of stock for employee benefit and stock-based awards, net | 0 | (0.2) | $ 0.2 | ||||||
Repurchase of common stock | (20.3) | (0.2) | $ (20.1) | ||||||
Repurchase of common stock (in shares) | (0.3) | ||||||||
Common stock dividends | (18.3) | (18.3) | |||||||
Net income | 29 | 29 | |||||||
Ending balance (in shares) at May. 25, 2024 | 51.8 | ||||||||
Ending balance at May. 25, 2024 | $ 1,318.4 | $ 25.9 | $ 191.1 | $ 1,762.3 | $ (0.4) | $ (660.5) | |||
Treasury stock, ending balance (in shares) at May. 25, 2024 | (22.8) | (22.8) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividends (in dollars per share) | $ 0.62 | $ 0.54 | $ 0.93 | $ 0.81 |
Convertible note bond hedge purchase, net of tax | $ 16.8 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 25, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Quarterly Report on Form 10-Q, unless the context otherwise requires, refers to Winnebago Industries, Inc. and its wholly owned subsidiaries. The interim unaudited consolidated financial statements included herein are prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The information furnished in these consolidated financial statements includes normal recurring adjustments, unless noted otherwise in the Notes to Consolidated Financial Statements, and reflects all adjustments that are, in management’s opinion, necessary for a fair presentation of such financial statements. The consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). GAAP requires us to make estimates and assumptions that affect amounts reported. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 filed with the SEC. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year ending August 31, 2024. Comprehensive Income Comprehensive income represents the change in stockholders’ equity from transactions and other events and circumstances from sources other than shareholders. As of May 25, 2024 and May 27, 2023, the difference between comprehensive income and net income was not material. Subsequent Events In preparing the accompanying unaudited consolidated financial statements, we have evaluated subsequent events for potential recognition and disclosure through the date of this filing, noting no material subsequent events. Recently Issued Accounting Pronouncements In March 2024, the SEC adopted a final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors . The new rule will require disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions; climate-related risks, governance, and oversight; and the financial impacts of severe weather events and other natural conditions, subject to certain materiality thresholds. These disclosures are required to be phased in to our annual reporting beginning in Fiscal 2026. However, in April 2024, the SEC stayed the implementation of this rule pending the outcome of legal challenges. We continue to monitor developments and evaluate the impact of adoption on our Consolidated Financial Statements and related disclosures. In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires expanded disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires incremental disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. The new guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 9 Months Ended |
May 25, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business Combinations | Business Combinations Lithionics Battery, LLC On April 28, 2023, we purchased 100% of the equity interests of Lithionics Battery, LLC and Lithionics LLC (collectively, "Lithionics"), a premier lithium-ion battery solutions provider to the recreational equipment and specialty vehicle markets. Pro forma results of operations for this acquisition have not been presented as the impact on our consolidated financial statements was not material. Total transaction costs related to the Lithionics acquisition of $3.1 million were expensed during the third quarter of Fiscal 2023. Transaction costs are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income. |
Business Segments
Business Segments | 9 Months Ended |
May 25, 2024 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We have eight operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine, 6) Barletta marine, 7) Winnebago specialty vehicles, and 8) Lithionics. Financial performance is evaluated based on each operating segment's Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined below, which excludes certain corporate administration expenses and non-operating income and expense. Our three reportable segments are: Towable RV (an aggregation of the Grand Design towables and the Winnebago towables operating segments); Motorhome RV (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 RV is comprised of non-motorized RV products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome RV is comprised of products that include a motorhome chassis, along with other related manufactured products and services. Marine is comprised of products that include boats, along with other related manufactured products and services. The Corporate / All Other category includes the Winnebago specialty vehicles and Lithionics 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 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023. 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, change in fair value of note receivable, contingent consideration fair value adjustment, loss on note repurchase, and non-operating income or loss. Financial information by reportable segment is as follows: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Net Revenues Towable RV $ 386.3 $ 384.1 $ 1,001.8 $ 1,073.9 Motorhome RV 299.0 374.4 971.8 1,242.4 Marine 87.9 129.0 245.0 373.3 Corporate / All Other 12.8 13.3 34.0 30.1 Consolidated $ 786.0 $ 900.8 $ 2,252.6 $ 2,719.7 Adjusted EBITDA Towable RV $ 41.9 $ 53.8 $ 101.8 $ 129.4 Motorhome RV 13.4 26.8 60.7 119.6 Marine 8.5 17.3 20.1 50.2 Corporate / All Other (5.8) (1.5) (20.7) (17.4) Consolidated $ 58.0 $ 96.4 $ 161.9 $ 281.8 Capital Expenditures Towable RV $ 2.9 $ 3.4 $ 5.5 $ 23.9 Motorhome RV 2.8 8.9 16.8 23.7 Marine 1.2 4.4 4.1 17.0 Corporate / All Other 4.1 1.9 7.4 3.4 Consolidated $ 11.0 $ 18.6 $ 33.8 $ 68.0 (in millions) May 25, August 26, Assets Towable RV $ 773.2 $ 751.2 Motorhome RV 764.1 802.2 Marine 410.1 426.9 Corporate / All Other 477.6 452.1 Consolidated $ 2,425.0 $ 2,432.4 Reconciliation of net income to consolidated Adjusted EBITDA is as follows: Three Months Ended Nine Months Ended (in millions) May 25, 2024 May 27, 2023 May 25, 2024 May 27, 2023 Net income $ 29.0 $ 59.1 $ 42.1 $ 172.1 Interest expense, net 5.8 5.2 15.2 16.4 Provision for income taxes 6.5 16.0 22.2 52.4 Depreciation 8.9 7.6 25.5 20.9 Amortization 5.6 4.4 16.9 12.0 EBITDA 55.8 92.3 121.9 273.8 Acquisition-related costs — 3.9 1.5 5.6 Change in fair value of note receivable — — 3.0 — Contingent consideration fair value adjustment — — 1.1 2.0 Loss on note repurchase — — 32.7 — Non-operating loss 2.2 0.2 1.7 0.4 Adjusted EBITDA $ 58.0 $ 96.4 $ 161.9 $ 281.8 |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
May 25, 2024 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements 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 adjust 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 (in millions) May 25, Level 1 Level 2 Level 3 Assets that fund deferred compensation Domestic equity funds $ 2.0 $ 2.0 $ — $ — International equity funds 0.1 0.1 — — Total assets at fair value $ 2.1 $ 2.1 $ — $ — Fair Value at Fair Value Hierarchy (in millions) August 26, Level 1 Level 2 Level 3 Assets that fund deferred compensation Domestic equity funds $ 1.7 $ 1.7 $ — $ — International equity funds 0.1 0.1 — — Total assets at fair value $ 1.8 $ 1.8 $ — $ — Contingent consideration Earnout liability $ 18.4 $ — $ — $ 18.4 Total liabilities at fair value $ 18.4 $ — $ — $ 18.4 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 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 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 for additional information regarding these plans. The proportion of the assets that will fund the deferred compensation payments within a year are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other 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, which is classified as Level 3. In the third quarter of Fiscal 2024, we paid $20.5 million to settle the remaining earnout obligations associated with calendar year 2023. Comparatively, in the third quarter of Fiscal 2023, we paid $22.0 million to settle earnout obligations associated with calendar year 2022. Refer to Note 2 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 for additional information regarding the contingent consideration earnout provisions. The following table provides a reconciliation of the beginning and ending balances of the contingent consideration: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Beginning fair value - contingent consideration $ 19.5 $ 41.8 $ 18.4 $ 39.8 Fair value adjustments — — 1.1 2.0 Settlements (20.5) (22.0) (20.5) (22.0) Other 1.0 — 1.0 — Ending fair value - contingent consideration $ — $ 19.8 $ — $ 19.8 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 the nine months ended May 25, 2024 or May 27, 2023. 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, and other payables. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Our debt obligations are recorded at amortized cost but measured at fair value for disclosure purposes. The fair value of our 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 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for the fair value of our debt. |
Inventories
Inventories | 9 Months Ended |
May 25, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: (in millions) May 25, August 26, Finished goods $ 67.4 $ 53.0 Work-in-process 155.7 159.9 Raw materials 266.2 305.6 Total 489.3 518.5 Less: Excess of First-in, first-out ("FIFO") over LIFO cost 47.8 47.9 Inventories, net $ 441.5 $ 470.6 Inventory valuation methods consist of the following: (in millions) May 25, August 26, LIFO basis $ 266.1 $ 262.6 FIFO basis 223.2 255.9 Total $ 489.3 $ 518.5 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
May 25, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following: (in millions) May 25, August 26, Land $ 14.6 $ 14.6 Buildings and building improvements 277.5 247.3 Machinery and equipment 168.7 159.3 Software 72.0 52.7 Transportation 7.8 7.2 Construction in progress 20.0 49.3 Property, plant, and equipment, gross 560.6 530.4 Less: Accumulated depreciation 225.1 203.1 Property, plant, and equipment, net $ 335.5 $ 327.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
May 25, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill by reportable segment is as follows: (in millions) Towable Motorhome Marine Corporate / All Other Total Balances at May 25, 2024 and August 26, 2023 (1) $ 244.7 $ 73.1 $ 166.4 $ 30.3 $ 514.5 (1) There was no activity in the nine months ended May 25, 2024. No impairments were recorded for non-financial assets in the nine months ended May 25, 2024 or May 27, 2023. However, factors such as a sustained decline in revenues and earnings, or other adverse changes in macroeconomic conditions could result in an impairment charge to our Chris-Craft reporting unit in a future reporting period. We will perform a quantitative impairment assessment of the Chris-Craft reporting unit during the fourth quarter of Fiscal 2024. Other intangible assets, net of accumulated amortization, consist of the following: May 25, 2024 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived trade names $ 352.3 $ — $ 352.3 Finite-lived trade name 4.1 0.7 3.4 Dealer networks/customer relationships 183.6 87.3 96.3 Backlog 43.6 43.0 0.6 Developed technology 38.3 5.9 32.4 Non-compete agreements 6.6 6.5 0.1 Other intangible assets $ 628.5 $ 143.4 $ 485.1 August 26, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived trade names $ 352.3 $ — $ 352.3 Finite-lived trade name 4.1 0.2 3.9 Dealer networks/customer relationships 183.6 75.6 108.0 Backlog 43.6 42.5 1.1 Developed technology 38.3 1.8 36.5 Non-compete agreements 6.6 6.4 0.2 Other intangible assets $ 628.5 $ 126.5 $ 502.0 The weig hted average remaining amortization period for intangible assets as of May 25, 2024 was approximately six years . Estimated future amortization expense related to finite-lived intangible assets is as follows: (in millions) Amortization Remainder of Fiscal 2024 $ 6.0 Fiscal 2025 22.1 Fiscal 2026 21.7 Fiscal 2027 21.7 Fiscal 2028 21.4 Fiscal 2029 15.5 Thereafter 24.4 Total amortization expense remaining $ 132.8 |
Product Warranties
Product Warranties | 9 Months Ended |
May 25, 2024 | |
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: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Balance at beginning of period $ 89.3 $ 113.7 $ 97.8 $ 127.9 Business acquisition (1) — 1.4 — 1.4 Provision 20.7 17.6 60.6 51.7 Claims paid (25.0) (26.2) (73.4) (74.5) Balance at end of period $ 85.0 $ 106.5 $ 85.0 $ 106.5 (1) Refer to Note 2 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for more information on the acquisition of Lithionics on April 28, 2023. |
Debt
Debt | 9 Months Ended |
May 25, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding debt: (in millions) May 25, August 26, ABL Credit Facility $ — $ — Senior Secured Notes 300.0 300.0 2030 Convertible Notes 350.0 — 2025 Convertible Notes 59.3 300.0 Total debt, gross 709.3 600.0 Unamortized debt issuance costs, net (13.9) (7.6) Current maturities of long-term debt, net (59.0) — Long-term debt, net $ 636.4 $ 592.4 Credit Agreements On July 15, 2022, we amended and restated our 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 Credit Facility 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 Credit Facility borrowings is at a floating rate based upon our election, either term SOFR or REVSOFR30 (as defined in the ABL Credit Facility 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 are being amortized over the five-year term of the ABL Credit Facility. Senior Secured Notes 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. 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 are being amortized over the eight-year term of the agreement. 2030 Convertible Notes On January 23, 2024, we issued $350.0 million in aggregate principal amount of 3.25% unsecured convertible senior notes due 2030 (“2030 Convertible Notes”). The net proceeds from the issuance of the 2030 Convertible Notes, after deducting the initial purchasers' transaction fees and offering expenses payable by us, were approximately $339.8 million. The 2030 Convertible Notes bear interest at the annual rate of 3.25%, payable on January 15 and July 15 of each year, beginning on July 15, 2024, and will mature on January 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2030 Convertible Notes may be converted at any time on or after July 15, 2029, until the close of business on the second scheduled trading day immediately preceding their maturity date. Upon conversion, we will settle the principal amount of the 2030 Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, or a combination of cash and shares of common stock, at our election. The initial conversion rate of the 2030 Convertible Notes was 11.3724 shares of common stock per $1,000 principal amount of 2030 Convertible Notes, which is equal to an initial conversion price of approximately $87.93 per share. The conversion rate is subject to adjustment upon the occurrence of events specified in the Indenture to the 2030 Convertible Notes but will not be adjusted for accrued and unpaid interest on any 2030 Convertible Note being converted. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture to the 2030 Convertible Notes) during the make-whole fundamental change conversion period (as defined in the Indenture to the 2030 Convertible Notes), we will, in certain circumstances, increase the conversion rate by the number of additional shares described in the Indenture to the 2030 Convertible Notes for a holder that elects to convert such holder’s 2030 Convertible Notes in connection with such make-whole fundamental change. As of May 25, 2024, there have been no changes to the initial conversion rate. Prior to the close of business on the business day immediately preceding July 15, 2029, the 2030 Convertible Notes will be convertible only under the following circumstances: 1. during any calendar quarter commencing after the calendar quarter ended on March 31, 2024 (and only during such calendar quarter), if the last reported sale price per share 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 immediately after any five consecutive trading day period (the "measurement period to the 2030 Convertible Notes") in which the trading price per $1,000 principal amount of 2030 Convertible Notes for each trading day of the measurement period to the 2030 Convertible Notes was less than 98% of the product of the last reported sale price per share of the common stock and the conversion rate for the 2030 Convertible Notes on each such trading day; 3. upon the occurrence of certain specified corporate events set forth in the Indenture to the 2030 Convertible Notes; or 4. if we call such 2030 Convertible Notes for redemption (as described below). The 2030 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after January 15, 2028 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price for a specified period of time (as defined in the indenture to the 2030 Convertible Notes). The redemption price will be equal to the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On January 18, 2024 and January 19, 2024, in connection with the offering of the 2030 Convertible Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the “2030 Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the 2030 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 2030 Convertible Notes in the event that the market price of our common stock is greater than the strike price of the 2030 Hedge Transactions, which was initially $87.93 per share (subject to adjustment under the terms of the 2030 Hedge Transactions), corresponding to the initial conversion price of the 2030 Convertible Notes. On January 18, 2024 and January 19, 2024, we also entered into privately negotiated warrant transactions (collectively, the “2030 Warrant Transactions” and, together with the 2030 Hedge Transactions, the “2030 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 2030 Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the 2030 warrants is $135.28 per share (subject to adjustment under the terms of the 2030 Warrant Transactions), which is approximately 100% above the last reported sale price of our common stock on January 18, 2024. The 2030 Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the 2030 Warrant Transactions, exceeds the applicable strike price of the warrants. The 2030 Hedge Transactions and the 2030 Warrant Transactions are separate transactions, in each case, are not part of the terms of the 2030 Convertible Notes and will not affect any holder’s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Call Spread Transactions. Accounting Treatment of the 2030 Convertible Notes and Related 2030 Hedge Transactions and 2030 Warrant Transactions The 2030 Convertible Notes are accounted for as a single liability measured at amortized cost. Interest expense, representing the amortization of the $10.2 million of debt issuance costs as well as the contractual interest expense are amortized using an effective interest rate of 3.8% over the term of the 2030 Convertible Notes. We recorded $3.3 million and $4.4 million of interest expense during the three and nine months ended May 25, 2024, respectively. The net after-tax cost incurred in connection with the 2030 Call Spread Transactions was $20.6 million. These transactions are classified as equity and are not remeasured each reporting period. 2025 Convertible Notes On November 1, 2019, we issued $300.0 million in aggregate principal amount of 1.5% unsecured convertible senior notes due 2025 (“2025 Convertible Notes”). The net proceeds from the issuance of the 2025 Convertible Notes, after deducting the initial purchasers' transaction fees and offering expense payable by us, were approximately $290.2 million. The 2025 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 2025 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 2025 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 2025 Convertible Notes. The 2025 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 2025 Convertible Notes may be adjusted in certain circumstances, including in connection with a conversion of the 2025 Convertible Notes made following certain fundamental changes and under other circumstances set forth in the indenture to the 2025 Convertible Notes. As of May 25, 2024, the conversion rate was 15.9923 shares of common stock per $1,000 principal amount of 2025 Convertible Notes, which is equivalent to a conversion price of approximately $62.53. The difference between the initial conversion rate and the conversion rate as of May 25, 2024 is due to cash dividends that have been declared following the issuance of the 2025 Convertible Notes. It is our current intent to settle all conversions of the 2025 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 2025 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 to the 2025 Convertible Notes") in which the trading price per $1,000 principal amount of 2025 Convertible Notes for each trading day of the measurement period to the 2025 Convertible Notes was less than 98% of the product of the last reported sale price of the common stock and the conversion rate for the 2025 Convertible Notes on each such trading day; or 3. upon the occurrence of certain specified corporate events set forth in the indenture for the 2025 Convertible Notes. We may not redeem the 2025 Convertible Notes at our option prior to the maturity date, and no sinking fund is provided for the 2025 Convertible Notes. On October 29, 2019 and October 30, 2019, in connection with the offering of the 2025 Convertible Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the “2025 Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the 2025 Convertible Notes. On October 29, 2019 and October 30, 2019, we also entered into privately negotiated warrant transactions (collectively, the “2025 Warrant Transactions” and, together with the 2025 Hedge Transactions, the “2025 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 2025 Convertible Notes, subject to customary anti-dilution adjustments. The 2025 Hedge Transactions and the 2025 Warrant Transactions are separate transactions, in each case, and are not part of the terms of the 2025 Convertible Notes and will not affect any holder’s rights under the 2025 Convertible Notes. Holders of the 2025 Convertible Notes will not have any rights with respect to the 2025 Call Spread Transactions. On January 18, 2024, we entered into separate, privately negotiated transactions (the "2025 Convertible Note Repurchases") with certain holders of the 2025 Convertible Notes to repurchase $240.7 million aggregate principal amount of the 2025 Convertible Notes using $293.8 million of the net proceeds received from the 2030 Convertible Notes. In connection with the 2025 Convertible Note Repurchases, we recorded a loss on note repurchase of $32.7 million in the accompanying Consolidated Statements of Income for the nine months ended May 25, 2024. The loss on note repurchase represents the difference between the fair value of consideration transferred to the holders of the repurchased 2025 Convertible Notes and the conversion value of 2025 Convertible Notes repurchased pursuant to the original conversion terms. Concurrently with the 2025 Convertible Note Repurchases, we entered into agreements to terminate a proportionate amount of the 2025 Call Spread Transactions, which resulted in net proceeds of $30.5 million recorded as equity in the accompanying Consolidated Balance Sheets. Accounting Treatment of the 2025 Convertible Notes and Related 2025 Hedge Transactions and 2025 Warrant Transactions The 2025 Convertible Notes are accounted for as a single liability measured at amortized cost. Interest expense, representing the amortization of the remaining debt issuance costs as well as the contractual interest expense are amortized using an effective interest rate of 2.1% over the term of the 2025 Convertible Notes. We recorded $0.3 million and $1.6 million of interest expense during the three months ended May 25, 2024 and May 27, 2023, respectively; and we recorded $3.0 million and $4.7 million of interest expense during the nine months ended May 25, 2024 and May 27, 2023, respectively. The 2025 Call Spread Transactions are classified as equity and are not remeasured each reporting period. Fair Value and Future Maturities The fair value of outstanding debt obligations, gross is as follows: (in millions) May 25, August 26, ABL Credit Facility $ — $ — Senior Secured Notes 295.0 291.2 2030 Convertible Notes 337.4 — 2025 Convertible Notes 64.8 349.0 Total debt, gross $ 697.2 $ 640.2 Aggregate contractual maturities of debt in future fiscal years are as follows: (in millions) Amount Remainder of Fiscal 2024 $ — Fiscal 2025 59.3 Fiscal 2026 — Fiscal 2027 — Fiscal 2028 300.0 Fiscal 2029 — Thereafter 350.0 Total $ 709.3 We were in compliance with all of our financial debt covenants as of May 25, 2024. |
Employee and Retiree Benefits
Employee and Retiree Benefits | 9 Months Ended |
May 25, 2024 | |
Retirement Benefits [Abstract] | |
Employee and Retiree Benefits | Employee and Retiree Benefits Deferred compensation liabilities are as follows: (in millions) May 25, August 26, Non-qualified deferred compensation $ 5.5 $ 6.7 Supplemental executive retirement plan 1.0 1.2 Executive deferred compensation plan 2.1 1.8 Total deferred compensation benefits 8.6 9.7 Less: current portion (1) 1.7 1.8 Deferred compensation benefits, net of current portion $ 6.9 $ 7.9 (1) Included in accrued compensation on the Consolidated Balance Sheets. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 9 Months Ended |
May 25, 2024 | |
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 of our repurchase agreements was approximately $1,924.5 million and $1,816.7 million at May 25, 2024 and August 26, 2023, 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 $1.3 million at May 25, 2024 and August 26, 2023. 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. There was no material activity related to repurchase agreements during the nine months ended May 25, 2024 and May 27, 2023. Litigation |
Revenue
Revenue | 9 Months Ended |
May 25, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue All operating revenue is generated from contracts with customers. Our primary revenue source is generated through the sale of manufactured towable RV units, motorhome RV units and marine units to our independent dealer network (our customers). The following table disaggregates revenue by reportable segment and product category: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Net Revenues Towable RV Fifth Wheel $ 195.3 $ 185.0 $ 501.4 $ 548.0 Travel Trailer 183.0 189.2 475.3 494.7 Other (1) 8.0 9.9 25.1 31.2 Total Towable RV 386.3 384.1 1,001.8 1,073.9 Motorhome RV Class A 124.4 166.5 420.2 580.7 Class B 60.2 112.9 209.5 366.4 Class C and Other (1) 114.4 95.0 342.1 295.3 Total Motorhome RV 299.0 374.4 971.8 1,242.4 Marine 87.9 129.0 245.0 373.3 Corporate / All Other (2) 12.8 13.3 34.0 30.1 Consolidated Net Revenues $ 786.0 $ 900.8 $ 2,252.6 $ 2,719.7 (1) Relates to parts, accessories, services, and other miscellaneous revenue. (2) Relates to units, parts, accessories, and services associated with Winnebago specialty vehicles. In addition, this activity also includes Lithionics battery sales, including the related systems and accessories, that are sold directly to external customers. We do not have material contract assets or liabilities. Allowances for uncollectible receivables are established based on historical collection trends, write-off history, consideration of current conditions and expectations for future economic conditions. Concentration of Risk No single dealer organization accounted for more than 10% of net revenue for the nine months ended May 25, 2024 or May 27, 2023. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
May 25, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation On December 14, 2023, our shareholders approved the Amended and Restated 2019 Omnibus Incentive Plan (“Restated Plan”) as detailed in our Proxy Statement for the 2023 Annual Meeting of Shareholders. The Restated Plan continues to allow us to grant or issue non-qualified stock options, incentive stock options, share awards, and other equity compensation to key employees and to non-employee directors. The number of shares of our Common Stock that may be awarded and issued under the Restated Plan is 2.4 million, plus the shares still available under the 2019 Omnibus Incentive Plan (“2019 Plan”) and the shares subject to any awards outstanding under the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (“2014 Plan”). Awards under the 2014 Plan that are outstanding on December 14, 2023 will continue to be subject to the terms of the 2014 Plan, as applicable. Shares remaining available for future awards under the 2014 Plan were not carried over into the Restated Plan. Stock-based compensation expense was $3.4 million and $1.7 million for the three months ended May 25, 2024 and May 27, 2023, respectively; and $11.5 million and $8.2 million for the nine months ended May 25, 2024 and May 27, 2023, respectively. Compensation expense is recognized over the requisite service or performance period of the award, unless accelerated by certain retirement eligibility provisions. |
Income Taxes
Income Taxes | 9 Months Ended |
May 25, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate was 18.4% and 21.4% for the three months ended May 25, 2024 and May 27, 2023, respectively, and 34.5% and 23.4% for the nine months ended May 25, 2024 and May 27, 2023, respectively. The decrease in tax rate for the three months ended May 25, 2024 compared to the three months ended May 27, 2023 was driven primarily by an increase in research and development ("R&D") credits year-over-year and a favorable reserve release in the current year over decreased income. The increase in tax rate for the nine months ended May 25, 2024 compared to the nine months ended May 27, 2023 was driven primarily by the impact of the non-deductible loss on note repurchase during the second quarter of Fiscal 2024. As of May 25, 2024, $3.1 million of U.S. federal income taxes payable was included in income taxes payable on the Consolidated Balance Sheets. Comparatively, as of August 26, 2023, $10.7 million of U.S. federal income taxes receivable was included in prepaid expenses and other current assets on the Consolidated Balance Sheets. We file a U.S. Federal tax return, as well as returns in various international and state jurisdictions. As of May 25, 2024, our U.S. Federal returns from Fiscal 2020 to present are subject to review by the Internal Revenue Service. With limited exceptions, U.S. state returns from Fiscal 2020 to present continue to be subject to review by state taxing jurisdictions. We are currently under review by certain U.S. state tax authorities for Fiscal 2020 through Fiscal 2021. We believe we have adequately reserved for our exposure to potential additional payments for uncertain tax positions in our liability for unrecognized tax benefits. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
May 25, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share are calculated as follows: Three Months Ended Nine Months Ended (in millions, except per share data) May 25, May 27, May 25, May 27, Earnings per share - basic Net income $ 29.0 $ 59.1 $ 42.1 $ 172.1 Weighted average common shares outstanding 29.2 30.4 29.3 30.4 Basic earnings per common share (1) $ 0.99 $ 1.95 $ 1.43 $ 5.66 Earnings per share - diluted Net income $ 29.0 $ 59.1 $ 42.1 $ 172.1 Interest expense on convertible notes, net of tax 0.2 1.2 0.7 3.6 Diluted net income $ 29.2 $ 60.3 $ 42.8 $ 175.7 Weighted average common shares outstanding 29.2 30.4 29.3 30.4 Dilutive impact of stock compensation awards 0.2 0.3 0.3 0.4 Dilutive impact of convertible notes 1.0 4.7 1.0 4.7 Weighted average common shares outstanding, assuming dilution 30.4 35.4 30.6 35.5 Anti-dilutive securities excluded from weighted average common shares outstanding, assuming dilution 0.2 0.1 0.2 0.1 Diluted earnings per common share (1) $ 0.96 $ 1.71 $ 1.40 $ 4.95 (1) Earnings per share amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Pay vs Performance Disclosure | ||||
Net income | $ 29 | $ 59.1 | $ 42.1 | $ 172.1 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
May 25, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
May 25, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Quarterly Report on Form 10-Q, unless the context otherwise requires, refers to Winnebago Industries, Inc. and its wholly owned subsidiaries. The interim unaudited consolidated financial statements included herein are prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The information furnished in these consolidated financial statements includes normal recurring adjustments, unless noted otherwise in the Notes to Consolidated Financial Statements, and reflects all adjustments that are, in management’s opinion, necessary for a fair presentation of such financial statements. The consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). GAAP requires us to make estimates and assumptions that affect amounts reported. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 filed with the SEC. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year ending August 31, 2024. |
Comprehensive Income | Comprehensive income represents the change in stockholders’ equity from transactions and other events and circumstances from sources other than shareholders. |
Subsequent Events | In preparing the accompanying unaudited consolidated financial statements, we have evaluated subsequent events for potential recognition and disclosure through the date of this filing, noting no material subsequent events. |
Recently Issued Accounting Pronouncements | In March 2024, the SEC adopted a final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors . The new rule will require disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions; climate-related risks, governance, and oversight; and the financial impacts of severe weather events and other natural conditions, subject to certain materiality thresholds. These disclosures are required to be phased in to our annual reporting beginning in Fiscal 2026. However, in April 2024, the SEC stayed the implementation of this rule pending the outcome of legal challenges. We continue to monitor developments and evaluate the impact of adoption on our Consolidated Financial Statements and related disclosures. In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires expanded disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires incremental disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. The new guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. |
Fair Value Measurements | 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 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 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 for additional information regarding these plans. The proportion of the assets that will fund the deferred compensation payments within a year are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other 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, which is classified as Level 3. In the third quarter of Fiscal 2024, we paid $20.5 million to settle the remaining earnout obligations associated with calendar year 2023. Comparatively, in the third quarter of Fiscal 2023, we paid $22.0 million to settle earnout obligations associated with calendar year 2022. Refer to Note 2 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 for additional information regarding the contingent consideration earnout provisions. 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 the nine months ended May 25, 2024 or May 27, 2023. 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, and other payables. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Our debt obligations are recorded at amortized cost but measured at fair value for disclosure purposes. The fair value of our 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 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for the fair value of our debt. |
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 of our repurchase agreements was approximately $1,924.5 million and $1,816.7 million at May 25, 2024 and August 26, 2023, 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 $1.3 million at May 25, 2024 and August 26, 2023. 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. |
Revenue | We do not have material contract assets or liabilities. Allowances for uncollectible receivables are established based on historical collection trends, write-off history, consideration of current conditions and expectations for future economic conditions. |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
May 25, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by reportable segment is as follows: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Net Revenues Towable RV $ 386.3 $ 384.1 $ 1,001.8 $ 1,073.9 Motorhome RV 299.0 374.4 971.8 1,242.4 Marine 87.9 129.0 245.0 373.3 Corporate / All Other 12.8 13.3 34.0 30.1 Consolidated $ 786.0 $ 900.8 $ 2,252.6 $ 2,719.7 Adjusted EBITDA Towable RV $ 41.9 $ 53.8 $ 101.8 $ 129.4 Motorhome RV 13.4 26.8 60.7 119.6 Marine 8.5 17.3 20.1 50.2 Corporate / All Other (5.8) (1.5) (20.7) (17.4) Consolidated $ 58.0 $ 96.4 $ 161.9 $ 281.8 Capital Expenditures Towable RV $ 2.9 $ 3.4 $ 5.5 $ 23.9 Motorhome RV 2.8 8.9 16.8 23.7 Marine 1.2 4.4 4.1 17.0 Corporate / All Other 4.1 1.9 7.4 3.4 Consolidated $ 11.0 $ 18.6 $ 33.8 $ 68.0 (in millions) May 25, August 26, Assets Towable RV $ 773.2 $ 751.2 Motorhome RV 764.1 802.2 Marine 410.1 426.9 Corporate / All Other 477.6 452.1 Consolidated $ 2,425.0 $ 2,432.4 Reconciliation of net income to consolidated Adjusted EBITDA is as follows: Three Months Ended Nine Months Ended (in millions) May 25, 2024 May 27, 2023 May 25, 2024 May 27, 2023 Net income $ 29.0 $ 59.1 $ 42.1 $ 172.1 Interest expense, net 5.8 5.2 15.2 16.4 Provision for income taxes 6.5 16.0 22.2 52.4 Depreciation 8.9 7.6 25.5 20.9 Amortization 5.6 4.4 16.9 12.0 EBITDA 55.8 92.3 121.9 273.8 Acquisition-related costs — 3.9 1.5 5.6 Change in fair value of note receivable — — 3.0 — Contingent consideration fair value adjustment — — 1.1 2.0 Loss on note repurchase — — 32.7 — Non-operating loss 2.2 0.2 1.7 0.4 Adjusted EBITDA $ 58.0 $ 96.4 $ 161.9 $ 281.8 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
May 25, 2024 | |
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 (in millions) May 25, Level 1 Level 2 Level 3 Assets that fund deferred compensation Domestic equity funds $ 2.0 $ 2.0 $ — $ — International equity funds 0.1 0.1 — — Total assets at fair value $ 2.1 $ 2.1 $ — $ — Fair Value at Fair Value Hierarchy (in millions) August 26, Level 1 Level 2 Level 3 Assets that fund deferred compensation Domestic equity funds $ 1.7 $ 1.7 $ — $ — International equity funds 0.1 0.1 — — Total assets at fair value $ 1.8 $ 1.8 $ — $ — Contingent consideration Earnout liability $ 18.4 $ — $ — $ 18.4 Total liabilities at fair value $ 18.4 $ — $ — $ 18.4 |
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 (in millions) May 25, Level 1 Level 2 Level 3 Assets that fund deferred compensation Domestic equity funds $ 2.0 $ 2.0 $ — $ — International equity funds 0.1 0.1 — — Total assets at fair value $ 2.1 $ 2.1 $ — $ — Fair Value at Fair Value Hierarchy (in millions) August 26, Level 1 Level 2 Level 3 Assets that fund deferred compensation Domestic equity funds $ 1.7 $ 1.7 $ — $ — International equity funds 0.1 0.1 — — Total assets at fair value $ 1.8 $ 1.8 $ — $ — Contingent consideration Earnout liability $ 18.4 $ — $ — $ 18.4 Total liabilities at fair value $ 18.4 $ — $ — $ 18.4 |
Fair Value Disclosure Of Contingent Consideration | The following table provides a reconciliation of the beginning and ending balances of the contingent consideration: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Beginning fair value - contingent consideration $ 19.5 $ 41.8 $ 18.4 $ 39.8 Fair value adjustments — — 1.1 2.0 Settlements (20.5) (22.0) (20.5) (22.0) Other 1.0 — 1.0 — Ending fair value - contingent consideration $ — $ 19.8 $ — $ 19.8 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May 25, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: (in millions) May 25, August 26, Finished goods $ 67.4 $ 53.0 Work-in-process 155.7 159.9 Raw materials 266.2 305.6 Total 489.3 518.5 Less: Excess of First-in, first-out ("FIFO") over LIFO cost 47.8 47.9 Inventories, net $ 441.5 $ 470.6 Inventory valuation methods consist of the following: (in millions) May 25, August 26, LIFO basis $ 266.1 $ 262.6 FIFO basis 223.2 255.9 Total $ 489.3 $ 518.5 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
May 25, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following: (in millions) May 25, August 26, Land $ 14.6 $ 14.6 Buildings and building improvements 277.5 247.3 Machinery and equipment 168.7 159.3 Software 72.0 52.7 Transportation 7.8 7.2 Construction in progress 20.0 49.3 Property, plant, and equipment, gross 560.6 530.4 Less: Accumulated depreciation 225.1 203.1 Property, plant, and equipment, net $ 335.5 $ 327.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
May 25, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amount of goodwill by reportable segment is as follows: (in millions) Towable Motorhome Marine Corporate / All Other Total Balances at May 25, 2024 and August 26, 2023 (1) $ 244.7 $ 73.1 $ 166.4 $ 30.3 $ 514.5 (1) There was no activity in the nine months ended May 25, 2024. |
Schedule of Other Intangible Assets | Other intangible assets, net of accumulated amortization, consist of the following: May 25, 2024 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived trade names $ 352.3 $ — $ 352.3 Finite-lived trade name 4.1 0.7 3.4 Dealer networks/customer relationships 183.6 87.3 96.3 Backlog 43.6 43.0 0.6 Developed technology 38.3 5.9 32.4 Non-compete agreements 6.6 6.5 0.1 Other intangible assets $ 628.5 $ 143.4 $ 485.1 August 26, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived trade names $ 352.3 $ — $ 352.3 Finite-lived trade name 4.1 0.2 3.9 Dealer networks/customer relationships 183.6 75.6 108.0 Backlog 43.6 42.5 1.1 Developed technology 38.3 1.8 36.5 Non-compete agreements 6.6 6.4 0.2 Other intangible assets $ 628.5 $ 126.5 $ 502.0 |
Schedule of Remaining Estimated Aggregate Annual Amortization Expense | Estimated future amortization expense related to finite-lived intangible assets is as follows: (in millions) Amortization Remainder of Fiscal 2024 $ 6.0 Fiscal 2025 22.1 Fiscal 2026 21.7 Fiscal 2027 21.7 Fiscal 2028 21.4 Fiscal 2029 15.5 Thereafter 24.4 Total amortization expense remaining $ 132.8 |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
May 25, 2024 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in the product warranty liability are as follows: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Balance at beginning of period $ 89.3 $ 113.7 $ 97.8 $ 127.9 Business acquisition (1) — 1.4 — 1.4 Provision 20.7 17.6 60.6 51.7 Claims paid (25.0) (26.2) (73.4) (74.5) Balance at end of period $ 85.0 $ 106.5 $ 85.0 $ 106.5 (1) Refer to Note 2 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for more information on the acquisition of Lithionics on April 28, 2023. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
May 25, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding Obligations | The following table summarizes our outstanding debt: (in millions) May 25, August 26, ABL Credit Facility $ — $ — Senior Secured Notes 300.0 300.0 2030 Convertible Notes 350.0 — 2025 Convertible Notes 59.3 300.0 Total debt, gross 709.3 600.0 Unamortized debt issuance costs, net (13.9) (7.6) Current maturities of long-term debt, net (59.0) — Long-term debt, net $ 636.4 $ 592.4 The fair value of outstanding debt obligations, gross is as follows: (in millions) May 25, August 26, ABL Credit Facility $ — $ — Senior Secured Notes 295.0 291.2 2030 Convertible Notes 337.4 — 2025 Convertible Notes 64.8 349.0 Total debt, gross $ 697.2 $ 640.2 |
Schedule of Contractual Maturities of Debt | Aggregate contractual maturities of debt in future fiscal years are as follows: (in millions) Amount Remainder of Fiscal 2024 $ — Fiscal 2025 59.3 Fiscal 2026 — Fiscal 2027 — Fiscal 2028 300.0 Fiscal 2029 — Thereafter 350.0 Total $ 709.3 |
Employee and Retiree Benefits (
Employee and Retiree Benefits (Tables) | 9 Months Ended |
May 25, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Liabilities | Deferred compensation liabilities are as follows: (in millions) May 25, August 26, Non-qualified deferred compensation $ 5.5 $ 6.7 Supplemental executive retirement plan 1.0 1.2 Executive deferred compensation plan 2.1 1.8 Total deferred compensation benefits 8.6 9.7 Less: current portion (1) 1.7 1.8 Deferred compensation benefits, net of current portion $ 6.9 $ 7.9 (1) Included in accrued compensation on the Consolidated Balance Sheets. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
May 25, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Reportable Segment | The following table disaggregates revenue by reportable segment and product category: Three Months Ended Nine Months Ended (in millions) May 25, May 27, May 25, May 27, Net Revenues Towable RV Fifth Wheel $ 195.3 $ 185.0 $ 501.4 $ 548.0 Travel Trailer 183.0 189.2 475.3 494.7 Other (1) 8.0 9.9 25.1 31.2 Total Towable RV 386.3 384.1 1,001.8 1,073.9 Motorhome RV Class A 124.4 166.5 420.2 580.7 Class B 60.2 112.9 209.5 366.4 Class C and Other (1) 114.4 95.0 342.1 295.3 Total Motorhome RV 299.0 374.4 971.8 1,242.4 Marine 87.9 129.0 245.0 373.3 Corporate / All Other (2) 12.8 13.3 34.0 30.1 Consolidated Net Revenues $ 786.0 $ 900.8 $ 2,252.6 $ 2,719.7 (1) Relates to parts, accessories, services, and other miscellaneous revenue. (2) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
May 25, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Income Per Share | Basic and diluted earnings per share are calculated as follows: Three Months Ended Nine Months Ended (in millions, except per share data) May 25, May 27, May 25, May 27, Earnings per share - basic Net income $ 29.0 $ 59.1 $ 42.1 $ 172.1 Weighted average common shares outstanding 29.2 30.4 29.3 30.4 Basic earnings per common share (1) $ 0.99 $ 1.95 $ 1.43 $ 5.66 Earnings per share - diluted Net income $ 29.0 $ 59.1 $ 42.1 $ 172.1 Interest expense on convertible notes, net of tax 0.2 1.2 0.7 3.6 Diluted net income $ 29.2 $ 60.3 $ 42.8 $ 175.7 Weighted average common shares outstanding 29.2 30.4 29.3 30.4 Dilutive impact of stock compensation awards 0.2 0.3 0.3 0.4 Dilutive impact of convertible notes 1.0 4.7 1.0 4.7 Weighted average common shares outstanding, assuming dilution 30.4 35.4 30.6 35.5 Anti-dilutive securities excluded from weighted average common shares outstanding, assuming dilution 0.2 0.1 0.2 0.1 Diluted earnings per common share (1) $ 0.96 $ 1.71 $ 1.40 $ 4.95 (1) Earnings per share amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | Apr. 28, 2023 | |
Business Acquisition [Line Items] | |||||
Acquisition-related costs | $ 0 | $ 3.9 | $ 1.5 | $ 5.6 | |
Lithionics | |||||
Business Acquisition [Line Items] | |||||
Percent of voting interest acquired | 100% | ||||
Acquisition-related costs | $ 3.1 |
Business Segments (Details)
Business Segments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 25, 2024 USD ($) | May 27, 2023 USD ($) | May 25, 2024 USD ($) segment | May 27, 2023 USD ($) | Aug. 26, 2023 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 8 | ||||
Number of reportable segments | segment | 3 | ||||
Net Revenues | $ 786 | $ 900.8 | $ 2,252.6 | $ 2,719.7 | |
Adjusted EBITDA | 58 | 96.4 | 161.9 | 281.8 | |
Capital Expenditures | 11 | 18.6 | 33.8 | 68 | |
Assets | 2,425 | 2,425 | $ 2,432.4 | ||
Net income | 29 | 59.1 | 42.1 | 172.1 | |
Interest expense, net | 5.8 | 5.2 | 15.2 | 16.4 | |
Provision for income taxes | 6.5 | 16 | 22.2 | 52.4 | |
Depreciation | 8.9 | 7.6 | 25.5 | 20.9 | |
Amortization | 5.6 | 4.4 | 16.9 | 12 | |
EBITDA | 55.8 | 92.3 | 121.9 | 273.8 | |
Acquisition-related costs | 0 | 3.9 | 1.5 | 5.6 | |
Change in fair value of note receivable | 0 | 0 | 3 | 0 | |
Contingent consideration fair value adjustment | 0 | 0 | 1.1 | 2 | |
Loss on note repurchase | 0 | 0 | 32.7 | 0 | |
Non-operating loss | 2.2 | 0.2 | 1.7 | 0.4 | |
Operating Segments | Towable RV | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 386.3 | 384.1 | 1,001.8 | 1,073.9 | |
Adjusted EBITDA | 41.9 | 53.8 | 101.8 | 129.4 | |
Capital Expenditures | 2.9 | 3.4 | 5.5 | 23.9 | |
Assets | 773.2 | 773.2 | 751.2 | ||
Operating Segments | Motorhome RV | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 299 | 374.4 | 971.8 | 1,242.4 | |
Adjusted EBITDA | 13.4 | 26.8 | 60.7 | 119.6 | |
Capital Expenditures | 2.8 | 8.9 | 16.8 | 23.7 | |
Assets | 764.1 | 764.1 | 802.2 | ||
Operating Segments | Marine | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 87.9 | 129 | 245 | 373.3 | |
Adjusted EBITDA | 8.5 | 17.3 | 20.1 | 50.2 | |
Capital Expenditures | 1.2 | 4.4 | 4.1 | 17 | |
Assets | 410.1 | 410.1 | 426.9 | ||
Corporate / All Other | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 12.8 | 13.3 | 34 | 30.1 | |
Adjusted EBITDA | (5.8) | (1.5) | (20.7) | (17.4) | |
Capital Expenditures | 4.1 | $ 1.9 | 7.4 | $ 3.4 | |
Assets | $ 477.6 | $ 477.6 | $ 452.1 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Assets that fund deferred compensation | ||
Domestic equity funds | $ 2 | $ 1.7 |
International equity funds | 0.1 | 0.1 |
Total assets at fair value | 2.1 | 1.8 |
Contingent consideration | ||
Earnout liability | 18.4 | |
Total liabilities at fair value | 18.4 | |
Level 1 | ||
Assets that fund deferred compensation | ||
Domestic equity funds | 2 | 1.7 |
International equity funds | 0.1 | 0.1 |
Total assets at fair value | 2.1 | 1.8 |
Contingent consideration | ||
Earnout liability | 0 | |
Total liabilities at fair value | 0 | |
Level 2 | ||
Assets that fund deferred compensation | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Total assets at fair value | 0 | 0 |
Contingent consideration | ||
Earnout liability | 0 | |
Total liabilities at fair value | 0 | |
Level 3 | ||
Assets that fund deferred compensation | ||
Domestic equity funds | 0 | 0 |
International equity funds | 0 | 0 |
Total assets at fair value | $ 0 | 0 |
Contingent consideration | ||
Earnout liability | 18.4 | |
Total liabilities at fair value | $ 18.4 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||||
Settlements | $ 20,500,000 | $ 22,000,000 | $ 20,500,000 | $ 22,000,000 |
Asset impairment charges | 0 | 0 | ||
Fair Value, Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||||
Asset impairment charges | $ 0 | $ 0 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Fair Value of Contingent Consideration (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning fair value - contingent consideration | $ 19.5 | $ 41.8 | $ 18.4 | $ 39.8 |
Fair value adjustments | 0 | 0 | 1.1 | 2 |
Settlements | (20.5) | (22) | (20.5) | (22) |
Other | 1 | 0 | 1 | 0 |
Ending fair value - contingent consideration | $ 0 | $ 19.8 | $ 0 | $ 19.8 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 67.4 | $ 53 |
Work-in-process | 155.7 | 159.9 |
Raw materials | 266.2 | 305.6 |
Total | 489.3 | 518.5 |
Less: Excess of First-in, first-out ("FIFO") over LIFO cost | 47.8 | 47.9 |
Inventories, net | $ 441.5 | $ 470.6 |
Inventories - Inventory Valuati
Inventories - Inventory Valuation Methods (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Inventory Disclosure [Abstract] | ||
LIFO basis | $ 266.1 | $ 262.6 |
FIFO basis | 223.2 | 255.9 |
Total | $ 489.3 | $ 518.5 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | Aug. 26, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | $ 560.6 | $ 560.6 | $ 530.4 | ||
Less: Accumulated depreciation | 225.1 | 225.1 | 203.1 | ||
Property, plant, and equipment, net | 335.5 | 335.5 | 327.3 | ||
Depreciation | 8.9 | $ 7.6 | 25.5 | $ 20.9 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 14.6 | 14.6 | 14.6 | ||
Buildings and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 277.5 | 277.5 | 247.3 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 168.7 | 168.7 | 159.3 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 72 | 72 | 52.7 | ||
Transportation | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | 7.8 | 7.8 | 7.2 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment, gross | $ 20 | $ 20 | $ 49.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Millions | May 25, 2024 USD ($) |
Goodwill [Roll Forward] | |
Beginning balance | $ 514.5 |
Ending balance | 514.5 |
Corporate / All Other | |
Goodwill [Roll Forward] | |
Beginning balance | 30.3 |
Ending balance | 30.3 |
Towable RV | Operating Segments | |
Goodwill [Roll Forward] | |
Beginning balance | 244.7 |
Ending balance | 244.7 |
Motorhome RV | Operating Segments | |
Goodwill [Roll Forward] | |
Beginning balance | 73.1 |
Ending balance | 73.1 |
Marine | Operating Segments | |
Goodwill [Roll Forward] | |
Beginning balance | 166.4 |
Ending balance | $ 166.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 9 Months Ended | |
May 25, 2024 | May 27, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Asset impairment charges | $ 0 | $ 0 |
Weighted average remaining amortization period (in years) | 6 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Total amortization expense remaining | $ 132.8 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 628.5 | $ 628.5 |
Accumulated Amortization | 143.4 | 126.5 |
Net Carrying Value | 485.1 | 502 |
Indefinite-lived trade names | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4.1 | 4.1 |
Total amortization expense remaining | 3.4 | 3.9 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 0.7 | 0.2 |
Dealer networks/customer relationships | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 183.6 | 183.6 |
Total amortization expense remaining | 96.3 | 108 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 87.3 | 75.6 |
Backlog | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43.6 | 43.6 |
Total amortization expense remaining | 0.6 | 1.1 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 43 | 42.5 |
Developed technology | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 38.3 | 38.3 |
Total amortization expense remaining | 32.4 | 36.5 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 5.9 | 1.8 |
Non-compete agreements | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6.6 | 6.6 |
Total amortization expense remaining | 0.1 | 0.2 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 6.5 | 6.4 |
Indefinite-lived trade names | ||
Schedule of Intangible Assets [Line Items] | ||
Indefinite-lived trade names | $ 352.3 | $ 352.3 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) $ in Millions | May 25, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of Fiscal 2024 | $ 6 |
Fiscal 2025 | 22.1 |
Fiscal 2026 | 21.7 |
Fiscal 2027 | 21.7 |
Fiscal 2028 | 21.4 |
Fiscal 2029 | 15.5 |
Thereafter | 24.4 |
Total amortization expense remaining | $ 132.8 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Balance at beginning of period | $ 89.3 | $ 113.7 | $ 97.8 | $ 127.9 |
Business acquisition | 0 | 1.4 | 0 | 1.4 |
Provision | 20.7 | 17.6 | 60.6 | 51.7 |
Claims paid | (25) | (26.2) | (73.4) | (74.5) |
Balance at end of period | $ 85 | $ 106.5 | $ 85 | $ 106.5 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Debt Instrument [Line Items] | ||
Total | $ 709.3 | $ 600 |
Unamortized debt issuance costs, net | (13.9) | (7.6) |
Current maturities of long-term debt, net | (59) | 0 |
Long-term debt, net | 636.4 | 592.4 |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 0 | 0 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Total | 300 | 300 |
2030 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total | 350 | 0 |
2025 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total | $ 59.3 | $ 300 |
Debt - Credit Agreements (Detai
Debt - Credit Agreements (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 | |
Debt instrument, basis spread on variable rate | 0.10% | ||
Debt issuance costs | $ 1,200,000 | ||
Debt term | 5 years | ||
ABL Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
ABL Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
ABL Credit Facility | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 35,000,000 | ||
ABL Credit Facility | Letter of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.25% | ||
Senior Secured Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt amount | $ 300,000,000 | ||
Debt issuance costs | $ 7,500,000 | ||
Debt term | 8 years | ||
Interest rate, stated percentage | 6.25% |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 3 Months Ended | 9 Months Ended | |||||||
May 25, 2024 USD ($) $ / shares | Jan. 23, 2024 USD ($) day $ / shares | Jan. 19, 2024 $ / shares | Jan. 18, 2024 USD ($) | Nov. 01, 2019 USD ($) day $ / shares | May 25, 2024 USD ($) $ / shares | May 27, 2023 USD ($) | May 25, 2024 USD ($) $ / shares | May 27, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Interest expense, net | $ 5,800,000 | $ 5,200,000 | $ 15,200,000 | $ 16,400,000 | |||||
Payments for convertible note bond hedge | 68,700,000 | 0 | |||||||
Loss on note repurchase | $ 0 | 0 | $ 32,700,000 | 0 | |||||
Call Spread Transactions | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage increase of strike price | 100% | ||||||||
Convertible Note Hedge Transactions | Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Strike price (in dollars per share) | $ / shares | $ 135.28 | ||||||||
2025 Convertible Notes | |||||||||
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 (in shares) | 0.0159923 | 0.0156906 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 62.53 | $ 63.73 | $ 62.53 | $ 62.53 | |||||
Aggregate repurchase principal amount | $ 240,700,000 | ||||||||
Payments for convertible note bond hedge | 293,800,000 | ||||||||
Loss on note repurchase | $ 32,700,000 | ||||||||
2025 Convertible Notes | Debt Conversion Terms One | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of the conversion price | 130% | ||||||||
Number of trading days | day | 20 | ||||||||
Number of consecutive trading days | day | 30 | ||||||||
2025 Convertible Notes | Debt Conversion Terms Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of the conversion price | 98% | ||||||||
Number of trading days | day | 5 | ||||||||
Number of consecutive trading days | day | 5 | ||||||||
2025 Convertible Notes | Call Spread Transactions | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, effective percentage | 2.10% | 2.10% | 2.10% | ||||||
Interest expense, net | $ 300,000 | $ 1,600,000 | $ 3,000,000 | $ 4,700,000 | |||||
Proceeds from termination of call spread transactions | $ 30,500,000 | ||||||||
2030 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt amount | $ 350,000,000 | ||||||||
Interest rate, stated percentage | 3.25% | ||||||||
Proceeds from issuance of notes | $ 339,800,000 | ||||||||
Conversion rate (in shares) | 0.0113724 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 87.93 | ||||||||
2030 Convertible Notes | Debt Conversion Terms One | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of the conversion price | 130% | ||||||||
Number of trading days | day | 20 | ||||||||
Number of consecutive trading days | day | 30 | ||||||||
Number of trading days to be redeemable | day | 40 | ||||||||
2030 Convertible Notes | Debt Conversion Terms Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of the conversion price | 98% | ||||||||
Number of trading days | day | 5 | ||||||||
Number of consecutive trading days | day | 5 | ||||||||
2030 Convertible Notes | Call Spread Transactions | |||||||||
Debt Instrument [Line Items] | |||||||||
Offering-related costs | $ 10,200,000 | $ 10,200,000 | $ 10,200,000 | ||||||
Debt instrument, interest rate, effective percentage | 3.80% | 3.80% | 3.80% | ||||||
Interest expense, net | $ 3,300,000 | $ 4,400,000 | |||||||
Net cost incurred transaction, amount | $ 20,600,000 | ||||||||
2030 Convertible Notes | Convertible Note Hedge Transactions | |||||||||
Debt Instrument [Line Items] | |||||||||
Strike price (in dollars per share) | $ / shares | $ 87.93 |
Debt - Fair Value of Outstandin
Debt - Fair Value of Outstanding Debt Obligations, Gross (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 697.2 | $ 640.2 |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 0 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 295 | 291.2 |
2030 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 337.4 | 0 |
2025 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 64.8 | $ 349 |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Maturities of Debt (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of Fiscal 2024 | $ 0 | |
Fiscal 2025 | 59.3 | |
Fiscal 2026 | 0 | |
Fiscal 2027 | 0 | |
Fiscal 2028 | 300 | |
Fiscal 2029 | 0 | |
Thereafter | 350 | |
Total | $ 709.3 | $ 600 |
Employee and Retiree Benefits_2
Employee and Retiree Benefits (Details) - USD ($) $ in Millions | May 25, 2024 | Aug. 26, 2023 |
Retirement Benefits [Abstract] | ||
Non-qualified deferred compensation | $ 5.5 | $ 6.7 |
Supplemental executive retirement plan | 1 | 1.2 |
Executive deferred compensation plan | 2.1 | 1.8 |
Total deferred compensation benefits | 8.6 | 9.7 |
Less current portion | 1.7 | 1.8 |
Deferred compensation benefits, net of current portion | $ 6.9 | $ 7.9 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) - USD ($) $ in Millions | 9 Months Ended | |
May 25, 2024 | Aug. 26, 2023 | |
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 | $ 1.3 | $ 1.3 |
Obligation to Repurchase from Dealers | ||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contingent liability on repurchase agreements | $ 1,924.5 | $ 1,816.7 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | $ 786 | $ 900.8 | $ 2,252.6 | $ 2,719.7 |
Operating Segments | Towable RV | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 386.3 | 384.1 | 1,001.8 | 1,073.9 |
Operating Segments | Towable RV | Fifth Wheel | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 195.3 | 185 | 501.4 | 548 |
Operating Segments | Towable RV | Travel Trailer | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 183 | 189.2 | 475.3 | 494.7 |
Operating Segments | Towable RV | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 8 | 9.9 | 25.1 | 31.2 |
Operating Segments | Motorhome RV | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 299 | 374.4 | 971.8 | 1,242.4 |
Operating Segments | Motorhome RV | Class A | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 124.4 | 166.5 | 420.2 | 580.7 |
Operating Segments | Motorhome RV | Class B | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 60.2 | 112.9 | 209.5 | 366.4 |
Operating Segments | Motorhome RV | Class C and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 114.4 | 95 | 342.1 | 295.3 |
Operating Segments | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | 87.9 | 129 | 245 | 373.3 |
Corporate / All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated Net Revenues | $ 12.8 | $ 13.3 | $ 34 | $ 30.1 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | Dec. 14, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 3.4 | $ 1.7 | $ 11.5 | $ 8.2 | |
Incentive Compensation Plan 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards issued under the plan (in shares) | 2.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | Aug. 26, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 18.40% | 21.40% | 34.50% | 23.40% | |
income taxes receivable | $ 3.1 | $ 3.1 | $ 10.7 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 25, 2024 | May 27, 2023 | May 25, 2024 | May 27, 2023 | |
Earnings per share - basic | ||||
Net income | $ 29 | $ 59.1 | $ 42.1 | $ 172.1 |
Weighted average common shares outstanding (in shares) | 29.2 | 30.4 | 29.3 | 30.4 |
Basic earnings per common share (in dollars per share) | $ 0.99 | $ 1.95 | $ 1.43 | $ 5.66 |
Earnings per share - diluted | ||||
Net income | $ 29 | $ 59.1 | $ 42.1 | $ 172.1 |
Interest expense on convertible notes, net of tax | 0.2 | 1.2 | 0.7 | 3.6 |
Diluted net income | $ 29.2 | $ 60.3 | $ 42.8 | $ 175.7 |
Dilutive impact of stock compensation awards (in shares) | 0.2 | 0.3 | 0.3 | 0.4 |
Dilutive impact of convertible notes (in shares) | 1 | 4.7 | 1 | 4.7 |
Weighted average common shares outstanding, assuming dilution (in shares) | 30.4 | 35.4 | 30.6 | 35.5 |
Anti-dilutive securities excluded from weighted average common shares outstanding, assuming dilution (in shares) | 0.2 | 0.1 | 0.2 | 0.1 |
Diluted earnings per common share (in dollars per share) | $ 0.96 | $ 1.71 | $ 1.40 | $ 4.95 |
Uncategorized Items - wgo-20240
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |