WINNEBAGO INDUSTRIES INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2001, 2002 AND 2003
EXHIBIT 10l.
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2001, 2002 AND 2003
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc. (the "Company")
by providing its officers with an incentive to achieve long-term
corporate profit objectives and to attract and retain officers by
providing such officers with an equity interest in the Company.
2. ADMINISTRATION.
a. HUMAN RESOURCES COMMITTEE. The Plan shall be administered by a
Committee (the "Committee") appointed by the Board of
Directors.
b. POWERS AND DUTIES. The Committee shall have sole discretion
and authority to make any and all determinations necessary or
advisable for administration of the Plan and may amend or
revoke any rule or regulation so established for the proper
administration of the Plan. All interpretations, decisions, or
determinations made by the Committee pursuant to the Plan
shall be final and conclusive.
c. ANNUAL APPROVAL. The Committee must approve the Plan prior to
the beginning of each new fiscal three (3) year plan period.
Each year a new plan will be established for a new three-year
period.
3. PARTICIPATION ELIGIBILITY.
a. Participants must be an officer of the Company with
responsibilities that can have a real impact on the
Corporation's end results.
b. The Committee will approve all initial participation prior to
the beginning of each new program except as provided for in
section c. below.
c. The President of Winnebago Industries, Inc. will make the
determination on participation for new participants, for
partial awards due to retirement or disability and other
related partial year participation issues necessary to
maintain routine and equitable administration of the Plan.
4. NATURE OF THE PLAN. The long-term incentive award is based upon
financial performance of the Corporation as established by the three
(3) year Management Plan. The Plan is a three (3) year (fiscal) program
that provides for an opportunity for an incentive award based on the
achievement of long-term performance results as measured at the end of
the three (3) year fiscal period.
The financial performance measurements for this Plan will be earnings
per share and return on equity of the Company for this period. These
financial performance measurements will provide an appropriate balance
between quality and quantity of earnings. The Company's formal
three-year financial plan will be the basis on which actual performance
will be measured. The beginning of the fiscal year stockholders' equity
at the first year of this period will be used as the base figure for
the calculation of return on equity. Any stock repurchase program,
adopted or completed outside of the three (3) year Management Plan will
not be considered in the earnings per share and the return on equity
calculations.
5. METHOD OF PAYMENT. The long-term incentive award will be a performance
stock grant made in restricted shares of the common stock of Winnebago
Industries, Inc. The amount of the participants' long-term incentive
award for the three (3) year fiscal period shall be in direct
proportion to the financial performance expressed as a percentage
(Financial Factor) against predetermined award targets for each
participant. The results for the fiscal three (3) year period will be
used in identifying the Financial Factor to be used for that plan
period when calculating the participants long-term incentive awards.
The long-term incentive for the officers provides for an opportunity of
25% of the annualized base salary (Target) to be awarded in restricted
stock at 100% achievement of the financial long-term objectives of
earnings per share and return on equity. The annualized base salary
figure used shall be the salary in place for each participant as of
January 2001. The stock target opportunity shall be established by
dividing the base salary target by the mean stock price as of the first
business day of the three (3) year fiscal period. The resultant stock
unit share opportunity (at 100% of Plan) will be adjusted up or down as
determined by actual financial performance expressed as a percentage
(Financial Factor) at the end of the three (3) year fiscal period.
A participant must be employed by Winnebago Industries, Inc. at the end
of the fiscal three (3) year period to be eligible for any long-term
incentive award except as waived by the President of Winnebago
Industries, Inc. for normal retirement and disability.
6. CHANGE IN CONTROL. In the event the Company undergoes a change in
control during the fiscal three (3) year plan period including, without
limitation, an acquisition or merger involving the Corporation ("Change
in Control"), the Committee shall, prior to the effective date of the
Change in Control (the "Effective Date"), make a good faith estimate
with respect to the achievement of the financial performance through
the end of the Plan three (3) year period. In making such estimate, the
Committee may compare the achievement of the financial performance
against the forecast through the Plan three (3) year period and may
consider such other factors as it deems appropriate. The Committee
shall exclude from any such estimate any and all costs and expenses
arising out of or in connection with the Change in Control. Based on
such estimate, the Committee shall make a full three (3) year Plan
award within 15 days after the Effective date to all participants.
"CHANGE IN CONTROL" for the purposes of the Officers Long-Term
Incentive Plan shall mean the time when (i) any Person becomes an
Acquiring Person, or (ii) individuals who shall qualify as Continuing
Directors of the Company shall have ceased for any reason to constitute
at least a majority of the Board of Directors of the Company, provided
however, that in the case of either clause (i) or (ii) a Change of
Control shall not be deemed to have occurred if the event shall have
been approved prior to the occurrence thereof by a majority of the
Continuing Directors who shall then be members of such Board of
Directors, and in the case of clause (i) a Change of Control shall not
be deemed to have occurred upon the acquisition of stock of the Company
by a pension, profitsharing, stock bonus, employee stock ownership plan
or other retirement plan intended to be qualified under Section 401 (a)
of the Internal Revenue Code of 1986, as amended, established by the
Company or any subsidiary of the Company. (In addition, stock held by
such a plan shall not be treated as outstanding in determining
ownership percentages for purposes of this definition.)
For the purpose of the definition "Change of Control:"
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person is a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part, except that the term "Acquiring
Person" shall not include a Hanson Family Member or an
Affiliate or Associate of a Hanson Family Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (I) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson and Luise V.
Hanson (and the executors or administrators of their estates),
their lineal descendants (and the executors or administrators
of their estates), the spouses of their lineal descendants
(and the executors or administrators of their estates) and the
John K. and Luise V. Hanson Foundation.
(f) "Company" means Winnebago Industries, Inc., an Iowa
corporation.
(g) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
7. GOVERNING LAW. Except to the extent preempted by federal law, the
consideration and operation of the Plan shall be governed by the laws
of the State of Iowa.
8. EMPLOYMENT RIGHTS. Nothing in this Plan shall confer upon any employee
the right to continue in the employ of the Company, or affect the right
of the Company to terminate an employee's employment at any time, with
or without cause.
Approved by:
/s/ Bruce D. Hertzke June 14, 2000
- ---------------------------------------- ------------------
Bruce D. Hertzke Dated
Chairman of the Board, CEO and President
/s/ Gerald C. Kitch June 14, 2000
- --------------------------------------- ------------------
Gerald C. Kitch Dated
Human Resources Committee Chairman
10/9/00
OFFICER INCENTIVE PLAN
LONG-TERM INCENTIVE PROGRAM
PERFORMANCE MATRIX
FISCAL YEARS 2001 THRU 2003
EPS-3 YR. CUMULATIVE ----------
$ 4.94 $ 5.25 $ 5.56 $ 5.87 $ 6.18 $ 6.49 $ 6.80 $ 7.11 $ 7.42
---------- ----------- ---------- ---------- ---------- ---------- --------- ---------- ---------
3 26.5% 100.0% 106.0% 112.0% 118.5% 125.0% 131.5% 138.0% 144.0% 150.0%
25.3% 87.5% 96.8% 106.0% 112.3% 118.5% 125.0% 131.5% 137.8% 144.0%
Y 24.1% 75.0% 87.5% 100.0% 106.0% 112.0% 118.5% 125.0% 131.5% 138.0%
R 22.9% 62.5% 75.0% 87.5% 96.8% 106.0% 112.3% 118.5% 125.0% 131.5%
R ------
O 21.7% 50.0% 62.5% 75.0% 87.5% 100.0% 106.0% 112.0% 118.5% 125.0%
E ------
20.5% 37.5% 50.0% 62.5% 75.0% 87.5% 96.8% 106.0% 112.3% 118.5%
A 19.3% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 106.0% 112.0%
V 18.1% 12.5% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 96.8% 106.0%
G 16.9% 0.0% 12.5% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0%
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CORPORATE PROFILE
Winnebago Industries, Inc., headquartered in Forest City, Iowa, is a leading
United States manufacturer of motor homes, self-contained recreation vehicles
used primarily in leisure travel and outdoor recreation activities. The Company
builds quality motor homes with state-of-the-art computer-aided design and
manufacturing systems on automotive-styled assembly lines. The Company's
products are subjected to what the Company believes is the most rigorous testing
in the RV industry. These vehicles are sold through dealer organizations
primarily under the Winnebago(R), Itasca(R), Rialta(R) and Ultimate(R) brand
names. The Company markets its recreation vehicles on a wholesale basis to a
broadly diversified dealer organization located throughout the United States,
and to a limited extent, in Canada. As of August 26, 2000, the motor home dealer
organization in the United States and Canada included approximately 340 dealer
locations. Motor home sales by Winnebago Industries represented at least 87
percent of its revenues in each of the past five fiscal years. In addition, the
Company's subsidiary, Winnebago Acceptance Corporation (WAC), engages in floor
plan financing for a limited number of the Company's dealers. Other products
manufactured by the Company consist principally of a variety of component parts
for other manufacturers.
Winnebago Industries was incorporated under the laws of the state of Iowa on
February 12, 1958, and adopted its present name on February 28, 1961.
TABLE OF CONTENTS
Selected Financial Data .......................................... 1
Mission Statement ................................................ 2
Report to Shareholders ........................................... 3
Operations Review ................................................ 6
Motor Home Product Classification ................................ 16
Management's Discussion and Analysis of Financial Condition
and Results of Operations ...................................... 17
Consolidated Balance Sheets ...................................... 22
Consolidated Statements of Income ................................ 24
Consolidated Statements of Cash Flows ............................ 25
Consolidated Statements of Changes in Stockholders' Equity ....... 26
Notes to Consolidated Financial Statements ....................... 27
Report of Independent Auditors ................................... 38
Net Revenues by Major Product Class .............................. 39
Interim Financial Information .................................... 39
Shareholder Information .......................................... 40
Directors and Officers ........................................... 41
RECENT FINANCIAL PERFORMANCE
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
FISCAL 2000 FISCAL 1999 INCREASE (DECREASE)
Net Revenues $743,323 $667,650 11.3%
Gross Profit $112,594 $102,264 10.1%
Operating Income $ 70,654 $ 63,982 10.4%
Net Income $ 48,399 $ 44,260 9.4%
Diluted Income Per Share $ 2.20 $ 1.96 12.2%
Diluted Weighted Average Shares 22,011 22,537 (2.3%)
The theme for the 2000 Winnebago Industries Annual Report is the importance of
our name .... the most recognized name in motor homes. Pictured on the cover are
the 2001 Winnebago Journey and brand new Journey DL motor homes. Shown across
the bottom are the 2001 Winnebago Minnie, Itasca Suncruiser, Rialta and Ultimate
Freedom.
SELECTED FINANCIAL DATA
AUG. 26, AUG. 28, AUG. 29, AUG. 30, AUG. 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 2000 1999 1998 1997(1) 1996(1)(2)
- ---------------------------------------------------------------------------------------------------------------------
FOR THE YEAR:
Net revenues $ 743,323 $ 667,650 $ 525,094 $ 438,132 $ 484,804
Income before taxes 73,992 66,609 35,927 6,992 21,063
Pretax profit % of revenue 10.0% 10.0% 6.8% 1.6% 4.3%
Provision for income taxes $ 25,593 $ 22,349 $ 11,543 $ 416 $ 6,639
Income tax rate 34.6% 33.6% 32.1% 5.9% 31.5%
Income from continuing operations $ 48,399 $ 44,260 $ 24,384 $ 6,576 $ 14,424
Loss from discontinued operations -- -- -- -- (2,039)
Gain on sale of Cycle-Sat subsidiary -- -- -- 16,472 --
Net income 48,399 44,260 24,384 23,048 12,385
Income (loss) per share:
Continuing operations:
Basic 2.23 1.99 1.01 .26 .57
Diluted 2.20 1.96 1.00 .26 .57
Discontinued operations:
Basic -- -- -- .65 (.08)
Diluted -- -- -- .64 (.08)
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Net income per share:
Basic $ 2.23 $ 1.99 $ 1.01 $ .91 $ .49
Diluted 2.20 1.96 1.00 .90 .49
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Weighted average common shares
outstanding (in thousands):
Basic 21,680 22,209 24,106 25,435 25,349
Diluted 22,011 22,537 24,314 25,550 25,524
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Cash dividends per share $ .20 $ .20 $ .20 $ .20 $ .30
Book value 8.22 6.70 5.11 4.86 4.15
Return on assets (ROA) 15.7% 15.5% 10.6% 10.8% 5.6%
Return on equity (ROE) 27.7% 29.6% 20.9% 18.6% 11.8%
Unit Sales:
Class A 6,819 6,054 5,381 4,834 5,893
Class C 3,697 4,222 3,390 2,724 2,857
Total Class A & C Motor Homes 10,516 10,276 8,771 7,558 8,750
Class B Conversions (EuroVan Campers) 854 600 978 1,205 857
AT YEAR END:
Total assets $ 308,686 $ 285,889 $ 230,612 $ 213,475 $ 220,596
Stockholders' equity 174,909 149,384 116,523 123,882 105,311
Working capital 141,683 123,720 92,800 100,772 62,951
Long-term debt -- -- -- -- 1,692
Current ratio 3.0 to 1 2.5 to 1 2.5 to 1 3.4 to 1 2.0 to 1
Number of employees 3,300 3,400 3,010 2,830 3,150
(1) Restated to reflect Cycle-Sat, Inc. and North Iowa Electronics, Inc. as
discontinued operations.
(2) The fiscal year ended August 31, 1996 contained 53 weeks, all other fiscal
years contained 52 weeks.
WINNEBAGO INDUSTRIES, INC.
MISSION STATEMENT
Winnebago Industries, Inc. is a leading United States manufacturer of recreation
vehicles (RVs) and related products and services. Our mission is to continually
improve our products and services to meet or exceed the expectations of our
customers. We emphasize employee teamwork and involvement in identifying and
implementing programs to save time and lower production costs while maintaining
the highest quality products. These strategies allow us to prosper as a business
with a high degree of integrity and to provide a reasonable return for our
shareholders, the ultimate owners of our business.
VALUES
How we accomplish our mission is as important as the mission itself. Fundamental
to the success of the Company are these basic values we describe as the four
P's:
PEOPLE -- Our employees are the source of our vast strength. They provide our
corporate intelligence and determine our reputation and vitality. Involvement
and teamwork are our core corporate values.
PRODUCTS -- Our products are the end result of our teamwork's combined efforts,
and they should be the best in meeting or exceeding our customers' expectations.
As our products are viewed, so are we viewed.
PLANT -- Our facilities are believed to be the most technologically advanced in
the RV industry. We continue to review facility improvements that will increase
the utilization of our plant capacity and enable us to build the best quality
product for the investment.
PROFITABILITY -- Profitability is the ultimate measure of how efficiently we
provide our customers with the best products for their needs. Profitability is
required to survive and grow. As our respect and position within the marketplace
grows, so will our profit.
GUIDING PRINCIPLES
QUALITY COMES FIRST -- To achieve customer satisfaction, the quality of our
products and services must be our number one priority.
CUSTOMERS ARE CENTRAL TO OUR EXISTENCE -- Our work must be done with our
customers in mind, providing products and services that meet or exceed the
expectations of our customers. We must not only satisfy our customers, we must
also surprise and delight them.
CONTINUOUS IMPROVEMENT IS ESSENTIAL TO OUR SUCCESS -- We must strive for
excellence in everything we do: in our products, in their safety and value, as
well as in our services, our human relations, our competitiveness, and our
profitability.
EMPLOYEE INVOLVEMENT IS OUR WAY OF LIFE -- We are a team. We must treat each
other with trust and respect.
DEALERS AND SUPPLIERS ARE OUR PARTNERS -- The Company must maintain mutually
beneficial relationships with dealers, suppliers and our other business
associates.
INTEGRITY IS NEVER COMPROMISED -- The Company must pursue conduct in a manner
that is socially responsible and that commands respect for its integrity and for
its positive contributions to society.
TO OUR FELLOW SHAREHOLDERS:
Winnebago is more than a powerful brand name. Synonymous for motor home,
the name Winnebago has come to symbolize freedom. The freedom to go where you
want to go on your own terms and not at the whim of an airline schedule. Most
important to you as an investor, is that it's the first brand that people
associate with recreation vehicles (RVs).
In fact, in recent brand familiarity studies the Winnebago brand name
dominated the RV category with 90 percent awareness (versus 44 percent for the
closest competitor). That perception results in unparalleled strength for all of
our RV product lines today and solidifies our position for performance down the
road.
Winnebago Industries had continued success in fiscal 2000, completing our
third consecutive year of record revenues. Revenues of $743.3 million for the
year ended August 26, 2000, increased 11.3 percent over the previous record of
$667.7 million for fiscal 1999. Net income for fiscal 2000 was also a record
with $48.4 million, or $2.20 per diluted share, versus $44.3 million, or $ 1.96
per diluted share, for the previous year.
Fiscal 2000 marked a continued growth trend in both Winnebago Industries'
revenue and market share. This is certainly a tribute to our dedicated
employees. Later in this report you will read how we have maintained our focus
on product innovation with the introduction of new and exciting motor homes for
2001, while achieving some of the highest quality standards in the industry.
The Company's focus on product development and quality have earned
Winnebago Industries continued market share growth. According to Statistical
Surveys, Inc., the RV retail reporting firm, Winnebago Industries achieved
approximately 17.2 percent of the Class A and C retail market nationally
calendar year to date through September 2000. This is an increase in market
share of 4.7 percent from the 16.4 percent market share achieved by Winnebago
Industries for the same period last year. In volume, Winnebago Industries
incurred a slight decrease of 1.1 percent for Class A and C motor homes retailed
calendar year to date through September 2000, compared to a decrease of 5.5
percent in retail sales within the RV industry for the same period.
Winnebago Industries was able to achieve record sales and earnings in
fiscal 2000 despite the downturn in economic conditions experienced during the
Company's fourth quarter. We believe the reduction in wholesale activity is
temporary, due to increased interest rates and fuel costs and stock market
volatility, as well as our dealers' reduction in their motor home inventories
and consequently, their flooring costs. Retail sales, although now lagging last
year's record numbers, have remained steady with excellent traffic at recent
recreation vehicle shows and on dealers' lots.
Winnebago Industries' return on shareholders' equity (ROE) and return on
assets (ROA) for the fiscal year was 27.7 percent and 15.7 percent,
respectively. These are among the highest in the RV industry.
To further enhance shareholder value, in March 2000, Winnebago Industries'
Board of Directors authorized the repurchase of up to $15 million of the
Company' s common stock. Since November 1997, Winnebago Industries has
repurchased 4,801,000 shares, or 18.8 percent, of the Company's outstanding
stock.
Other investor relations initiatives include joining the National
Association of Investors Corporation (NAIC) as a corporate member. NAIC is a
non-profit organization that is made up of investment clubs and individual
investors. This provides the opportunity of exposure to NAIC's membership of
over 635,000 investors. We feel Winnebago Industries is a good fit with NAIC's
goal to inform and educate its members to become successful, long-term, lifetime
investors through the frequent purchase of high quality growth stocks.
Winnebago Industries was also pleased to accept an award for the Company's
1999 Annual Report as the "Best in the Industry" in the Manufactured Housing/RV
division in the 2000 Nicholson Awards competition sponsored by NAIC. This award
is especially meaningful to us since it is coming from a shareholder-based
organization.
Winnebago Industries announced a new dollar-based stock investment service
for the Company's stock. The online purchase and reinvestment service is
available through ShareBuilder(TM) from Netstock and can be accessed directly
from Winnebago Industries' investor relations website at
www.winnebagoind.com/investor_relations.htm. Offered as a service of
ShareBuilder Securities, this program provides shareholders with the flexibility
to invest for the long-term, providing the ability to purchase stock entirely
online, to build their Winnebago Industries' investment over time by making
automatic, recurring dollar-based investments. Winnebago Industries is not
affiliated with Netstock and has no involvement in the relationship between
Netstock and any of its customers.
Other new investor relations enhancements to our Web Site include automatic
email alerts for news releases and closing stock prices, cost basis calculator
and answers to frequently asked questions. Printed materials such as the Annual
Report and Form l0-K may also be requested through our Web Site.
The Annual Report award was one of several we were honored to receive this
year. I was also honored to be one of four people chosen as RV BUSINESS
magazine's "Newsmaker of the Year" for l 999. Individuals were chosen for this
award on the merits of playing key roles in promoting the RV lifestyle. This was
an important recognition, as Winnebago Industries strives for RV industry
leadership.
Winnebago Industries has a unique opportunity to enable us to capture an
ever increasing share of what we believe will be a growing market for the next
30 years. The long-term outlook for motor home sales continues to appear very
favorable. The population demographics are in the RV industry's favor.
Twenty-seven percent of the U.S. population is now 50 years of age or older, the
typical age of our motor home consumer. Approximately every seven seconds, one
of 77 million baby boomers in the U.S. will reach the age of 50. This increases
the number of people of age 50 and over by 350,000 each month. Studies show that
this increase will continue through the year 2030. Winnebago Industries has the
facilities and creative energy necessary to grow, while our brand strength
provides us the name recognition and reputation that will enable us to continue
to capture an ever increasing segment of the RV market which we believe will
continue to grow for the next 30 years.
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
November 22, 2000
OPERATIONS REVIEW
NEW PRODUCTS
Winnebago Industries, Inc. had significant success in fiscal 2000 because
of many factors. The national economy was very strong throughout the first nine
months of fiscal 2000. In addition, we have strong name recognition. The
continued introduction of new product offerings with consistent high quality was
also a contributor to our success. Offering exciting new product designs,
features and floorplans provides prospective owners with a reason to trade.
Winnebago Industries currently builds four brands of motor homes: Winnebago,
Itasca, Rialta and Ultimate.
With a continued progression in styling and floorplan options, Winnebago
Industries increased its product offerings for 2001, introducing 12 new motor
home models. Continued emphasis was placed on providing home-style features, as
well as increasing usable interior space with greater utilization of slideouts
for the Company's 2001 products. This included several new dual-slide models,
offering two slideout room extensions taking interior livability to the next
level. Slideouts now account for 65 percent of the Company's entire product
lineup. Eighty-one percent of Winnebago Industries' Class A product lineup are
now slideouts (71 percent of gasoline engine models and 100 percent of diesel
pusher models), while 35 percent of the Company's Class C lineup are now
slideouts.
Many former options throughout the product lineup are also now included as
standard equipment, providing greater overall motor home value.
CLASS C MOTOR HOMES
Winnebago Industries, the top selling Class C manufacturer for both
calendar 1999 and 1998, continued to expand its Class C model lineup for 2001.
Reports through September 2000, show that Winnebago Industries remains in that
top position for 2000 as well.
MINNIE AND SPIRIT
Multiple sleeping areas, slideout availability for expanded living areas
and basement storage are all key ingredients to making Winnebago Minnie(R) and
Itasca Spirit(R) motor homes a must for great family trips. The Minnie and
Spirit provide excellent entry-level value, each with six models to choose from,
ranging from 22 to 31 feet in length.
MINNIE WINNIE AND SUNDANCER
The Winnebago Minnie Winnie(R) and Itasca Sundancer(R) lines feature four,
wide-body, basement models for 2001. Two new floorplans, the 27P and 31C, top
the list for 2001 by featuring new below-floor construction and box-fold style
valance doors usually found on higher line premium products. The 27P offers two
slideout rooms - the first Class C with this feature for Winnebago Industries.
The refrigerator/dinette slideout room offers 15.6 square feet of additional
living space. In the bedroom, the bed slides out to increase the living space by
12.4 square feet. An angled galley, split bathroom and a large bedroom wardrobe
further highlight the 27P floorplan. The 31C floorplan features a dinette/couch
slideout, also with an angled galley for abundant storage.
RIALTA
The Rialta from Winnebago Industries is a unique Class C product that
offers fuel efficiency, great front-wheel-drive maneuverability and
multi-purpose usability. Used as both a starter motor home, as well as for those
who wish to downsize, the 2001 Rialta provides upscale amenities in three
available floorplans. The Rialta has recently experienced exceptional growth in
retail sales. According to Statistical Surveys, Inc., a national retail
registration reporting firm for the RV industry, Rialta retail sales volume
increased by 14.4 percent calendar year to date through September 2000 with a
market share increase of 23.4 percent for the same period.
CLASS A MOTOR HOMES
Winnebago was also the top selling Class A motor home brand in retail sales
in both calendar 1999 and 1998. This trend appears to be continuing calendar
year to date through September 2000.
BRAVE AND SUNRISE
Winnebago Industries also offers excellent entry-level Class A products.
The Winnebago Brave(R) and Itasca Sunrise(R) continue to be affordable Class A
motor homes. Two distinct product lines are offered in each: the basement Brave
SE and Sunrise SE available in three floorplans and the full-basement Brave and
Sunrise available in four models, including the new 30W, as well as 33V and 35C
slideout models. The 30W model offers a galley/dinette slideout, providing
maximum livability in a compact size.
ADVENTURER AND SUNCRUISER
The extremely user-friendly Winnebago Adventurer(R) and Itasca
Suncruiser(R) models are the Company's best selling motor homes. With four
models each ranging from 32- to 37-feet in length, the 2001 Adventurer and
Suncruiser feature single front slideouts in all models, with rear bedroom
slideouts on the 35U models as well.
CHIEFTAIN AND SUNFLYER
The 2001 Winnebago Chieftain(R) and Itasca Sunflyer(R) have all the
innovation, functionality and livability as ever before - and more. Available in
three floorplans in 34-, 35-, and 36-foot lengths. All three front-engine gas
chassis models feature two slideouts - a front lounge slide and a rear bedroom
slide. The galley/couch slide extends 20 inches for additional livability in the
34Y model, while the 35U and 36W feature a 30-inch dinette/couch slideout. The
35U model also features a unique bed/wardrobe slideout where a side-facing,
queen size bed and mirrored wardrobe slide out to create approximately 132 cubic
feet of additional living space.
WINNEBAGO JOURNEY AND JOURNEY DL
Winnebago Industries continued its expansion in the diesel pusher segment
of the Class A market with the introduction of the new Winnebago Journey(TM) DL
line for 2001. Modestly priced for a diesel pusher, this exciting new wide-body,
bus-style product is designed as an upgraded model of the Company's Journey
motor home line introduced last year. The Journey DL has high-end features such
as front entry door; sleek, contemporary front end styling and high-gloss
exterior fiberglass skin.
Available in three models in 34- and 36-foot lengths, the Journey DL is
built on the 26,350 gross vehicle weight rating (GVWR) Freightliner chassis with
330 hp Caterpillar diesel engine, 6-speed Allison transmission, rear radiator
and Jacobs Extarder exhaust brake.
The Journey series also features three models, ranging from the new 32-foot
floorplan to 36 feet in length and is available on the 24,464-lb. GVWR
Freightliner chassis with 275 hp Cummins engine and 5-speed Allison
transmission.
Each of the Journey and Journey DL models offered for 2001 come standard
with a front slideout room extension, while three models (Journey 32T and
Journey DL 34BD and 36LD) feature a rear bedroom slide as well. In addition, the
new Journey DL 36GD model features a new flat-floor slideout design.
ITASCA HORIZON
The Itasca Horizon(TM) features three models ranging from 34 to 36 feet in
length, all of which feature both front slideout room extensions as well as rear
bedroom slides. The 36CD model's front slide also features a flat-floor design.
The Itasca Horizon models are also built on the Freightliner 26,350-lb. GVWR
chassis with a 330 hp Caterpillar engine and 6-speed transmission.
ULTIMATE ADVANTAGE
Winnebago Industries' premium diesel pusher Ultimate Advantage(R) line is
based on the 29,410 GVWR Freightliner chassis with a 330 hp Caterpillar diesel
engine, rear radiator, 6-speed transmission and optional independent front
suspension.
The Ultimate Advantage features three models for 2001. The 36C model
features a 30-inch deep dinette/couch slide that glides into a flat floor when
fully extended, as well as a unique wardrobe slideout in the bedroom. Besides
the elegant look, the sofa in the 36C slideout converts into a large 60" x 71"
sleeping area for guests. An innovative kitchen/couch slide is offered on the
38K and 40J floorplans with a new optional passenger-side, J-shaped leather
seat.
ULTIMATE FREEDOM
Winnebago Industries' top-of-the-line Ultimate Freedom(R) is built on the
31,000 GVWR Spartan Mountain Master GT chassis, utilizing a 350 hp Cummins
diesel engine with independent front suspension, side radiator and 6-speed
transmission. The Ultimate Freedom has two luxurious floorplans for 2001, the
40JD and new 40WD model with a large walk-in closet, private toilet area and
open bath/bedroom design.
Working with both Freightliner Custom Chassis Corp. and Spartan Motors,
Winnebago Industries' designers utilized the Company's Ulti-Bay(TM) chassis
design for the Ultimate Advantage and Ultimate Freedom, providing major
efficiencies in terms of material use and storage space utilization.
Both chassis manufacturers provide the front and rear sections of the
chassis, while Winnebago Industries completes the mid-section structure of the
chassis and body with tall, extremely spacious storage compartments in the area
normally claimed by chassis rails. The Ulti-Bay design centralizes exterior
storage and provides a tremendous increase in storage space - up to 203 cubic
feet of exterior storage space is available. The Ulti-Bay design also provides a
consistent location for important components such as the electrical and water
service centers, generator, etc.
Providing the most livability possible, all front slides on Winnebago
Industries Class A motor homes, as well as most of the Class C motor homes,
utilize the Company's exclusive StoreMore(TM) Hydraulic Slideout System. The
StoreMore system features spacious interior storage cabinets, as well as roomy
exterior compartments that extend outward with the room for easy access. The
exterior compartments on Class As for 2001 are large and spacious for excellent
usability and lighted for easy loading and unloading.
REST EASY
A new feature for 2001 is the new Rest Easy(TM) multi-position lounge.
Designed exclusively by Winnebago Industries, Rest Easy looks like a normal
couch, but after pressing the electric switch, it turns into a cozy lounger with
ottoman. Press the switch again, and presto - it's a comfortable bed. The Rest
Easy lounge is available in select models in the Winnebago Brave, Adventurer,
Chieftain and Journey DL.
COMMERCIAL AND SPECIALTY VEHICLES
Products sold by the Commercial Vehicle Division continue to be an
important source of incremental sales for Winnebago Industries. Several models
are offered that can be custom designed for a wide variety of applications
including medical, dental, law enforcement, and computer training. The uses for
this product continue to expand as evidenced by the photo above.
The Specialty Vehicle Department is responsible for the sale of
ability-equipped motor homes that are custom built for individuals with special
mobility needs. Ability-equipped motor homes can be outfitted with wider
entrance doors, wheelchair lifts, roll-in showers, hand driving controls, and
other equipment needed to make them wheelchair accessible.
OEM
Winnebago Industries generated revenues of $27.8 million from the sale of
original equipment manufacturing (OEM) components in fiscal 2000. This was a
decrease of nearly five percent from the $29.2 million generated in fiscal 1999
due to the higher internal utilization needed for the production of the
Company's motor homes. The sale of OEM components to a wide array of outside
companies allows Winnebago Industries the opportunity to maximize its production
capacity, while providing the added benefit of low cost component parts.
The largest portion of OEM revenues were generated by Winnebago Industries'
Creative Aluminum Products Company (CAPCO), which produces aluminum extrusion
products, primarily for the RV and home building industries.
MARKETING OPPORTUNITIES
As the result of the strength of our brand name, Winnebago Industries had
several outstanding marketing opportunities in fiscal 2000. These opportunities
maximize our brand strength and further position us as the industry leader.
One of the most popular shows in decades and viewed by millions each week,
WHO WANTS TO BE A MILLIONAIRE? featured Brad Herzog, a contestant who discussed
his new book about his travels in his Winnebago Adventurer. Brad and his wife,
Amy, spent ten months traveling 21,000 miles and 48 states in their Adventurer
to research his book entitled, STATES OF MIND. A testament to the power of
television, the exposure didn't end there. Following his appearance on the show,
sales of Brad's book moved up from 122,000 on Amazon.com's best seller list to
eventually land at No. 2. His appearance on the show also provided Winnebago
Industries with further media exposure in TIME and PEOPLE magazines, as well as
from Brad's appearances on the TODAY Show and OPRAH where he discussed both his
book and his enjoyment of the Winnebago Adventurer and the RV lifestyle.
Brad and Amy have since also participated in a month-long tour sponsored by
the Recreation Vehicle Industry Association (RVIA) to promote the RV lifestyle.
They used a new 2000 Winnebago Adventurer for that tour.
Winnebago Industries also provided several motor homes during fiscal 2000
for "Biff Henderson's America" segments that appear on the CBS LATE SHOW WITH
DAVID LETTERMAN TV show. We worked closely with RVIA, CBS and Letterman's staff
to support these humorous Charles Kuralt-style segments.
JEOPARDY and the WHEEL OF FORTUNE TV shows also utilize Winnebago Braves as
their contestant search vehicles. In addition, Winnebago Industries motor homes
continued to be offered as grand prizes for the WHEEL OF FORTUNE and THE PRICE
IS RIGHT TV shows.
Winnebago Industries also participated in a partnership promotion with
McDonald's and Disney for the summer family film DINOSAUR which offered the new
2000 Winnebago Adventurer as a grand prize. Another summer promotion featured
the Winnebago Minnie as a grand prize in A&W Root Beer's "Thick Headed For The
Open Road" sweepstakes.
An Itasca Spirit was the featured grand prize in a national promotion with
Cabella's, the nation's foremost outfitter for outdoorsmen and women.
This continued exposure in the media is immeasurable in terms of brand
recognition exposure.
SALES AND SERVICE SUPPORT
Winnebago Industries believes that it provides the most comprehensive sales
and service support in the industry. We feel customer satisfaction is the key to
continued success in the RV industry. The Company believes that providing
quality sales and service support to our dealers through hands-on training and
support materials, such as our on-line WIN NET information system, will ensure
that our retail customers are more satisfied; thus ensuring long-term growth and
profitability. "Peak Performer," a new product training program initiated in
fiscal 2000, promotes certification of our dealers' personnel to enable the
sales staff to continue to build on their product knowledge. Winnebago
Industries also believes that it has the most comprehensive service training
program in the industry with regular regional and national seminars.
Winnebago Industries, Inc. also offers a new parts program, making the
Company's outstanding service and warranty programs even better. With the "Trip
Saver" program, a part needed to repair a condition that impairs the use or
safety of the motor home during the new-vehicle warranty period will be shipped
by air from the Company within 24 hours.
To ensure that our product and service training programs are effective, we
continually monitor our customer's satisfaction levels through surveys. From
this data, Winnebago Industries has developed a Customer Satisfaction Index
(CSI) that is used to shape our sales and service programs and to reward our
most effective dealers. In 1986, Winnebago Industries initiated the first dealer
recognition program within the RV industry. This "Circle of Excellence Award"
recognized 162 dealers with this top honor for the 2000 model year, including
six dealers who have achieved this exclusive status each year since the program
was initiated 15 years ago.
WIT
The Winnebago-Itasca Travelers (WIT) Club enables the Company to stay
connected with our motor home owners. Caravans, rallies and tours held
frequently throughout the year provide WIT Club members with a way to use their
motor homes, remain active and keep in touch with their club-member friends.
Winnebago Industries encourages its dealers to actively participate in local
chapters by offering complimentary memberships to new purchasers and to host
"Show & Tell" events on the dealership lots. The WIT Club also provides member
benefits such as a monthly magazine, professional trip routing, purchasing and
service discounts, mail forwarding and various types of insurance. WIT Club
members are important to Winnebago Industries, as they have proven to be loyal,
repeat buyers of the Company's motor homes.
QUALITY
To ensure continued growth in Winnebago Industries' brand loyalty, we
continue to demand higher and higher levels of quality in our motor homes.
Winnebago Industries was pleased to again receive the Quality Circle Award from
the Recreation Vehicle Dealers' Association. Not only has Winnebago Industries
won this award each year since it was instituted four years ago, but we are also
the only major motor home manufacturer to achieve this prestigious record.
Judged by Winnebago Industries dealer body, the award is based on the
manufacturers' sales and service commitment to their dealers and retail
customers.
Existing programs such as Cost Savings Suggestion Programs and Action
Teams, continue to be a tremendous benefit to Winnebago Industries and the
quality of our products. The implementation of new technology is allowing
Winnebago Industries to continually improve quality, while increasing its
production capacities as well.
NEW TECHNOLOGY AND PLANT EXPANSION
Winnebago Industries spent $14.5 million on capital expenditures in fiscal
2000 to upgrade manufacturing equipment and expand manufacturing capabilities.
We feel Winnebago Industries is the most technologically advanced RV
manufacturer in the industry and remains on the cutting edge in terms of
computerized equipment at all of our facilities.
Major expansions were completed in fiscal 2000 to facilitate the
anticipated growth of the RV industry in the coming years. In Charles City,
Iowa, a 56,000-square-foot facility was completed for the production of the
company's top-of-the-line Ultimate Advantage and Ultimate Freedom motor home
lines.
A 50,000 square foot facility was also added in Hampton, Iowa, for
additional fiberglass fabrication capabilities.
Three expansion programs were also completed in our main manufacturing
complex in Forest City, Iowa. The product development facility was expanded by
40 percent to increase interior and exterior design opportunities. Winnebago
Industries also added a 16,000-square-foot addition to its Customer Service
facility to expand commercial and specialty vehicle production, a custom
painting operation and for additional service bays to enhance service and
training capabilities. An additional 45,000 square feet of additional motor home
manufacturing capabilities was also completed.
Winnebago Industries will continue to search for growth opportunities as we
face a very encouraging future. The Baby Boom generation is now reaching
Winnebago Industries' prime target market of people age 50 and above. According
to research, an individual in the United States is turning age 50 every 7.5
seconds, contributing an additional 350,000 people per month to that prime
target market. From available demographic information, this trend is expected to
continue for the next 30 years.
Winnebago Industries is ready to meet the demands of the RV market. As
mentioned in the Letter to Shareholders earlier in this report, the positive
demographic trends of the aging baby boomers, as well as the Company's
well-known name and solid quality reputation, will be a beneficial catalyst for
what we believe will be growth for the next 30 years.
MOTOR HOME PRODUCT CLASSIFICATION
CLASS A MOTOR HOMES
These are conventional motor homes constructed directly on
medium-duty truck chassis which include the engine and
drivetrain components. The living area and the driver's
compartment are designed and produced by Winnebago
Industries. Class A motor homes from Winnebago Industries
include: Winnebago Brave and Brave SE, Adventurer,
Chieftain, Journey and Journey DL; Itasca Sunrise and
Sunrise SE, Suncruiser, Sunflyer and Horizon; and Ultimate
Advantage and Ultimate Freedom.
CLASS B VAN CAMPERS
These are panel-type trucks to which sleeping, kitchen, and
toilet facilities are added. These models also have a top
extension to provide more headroom. Winnebago Industries
converts the EuroVan Camper, which is distributed by
Volkswagen of America and Volkswagen of Canada.
CLASS C MOTOR HOMES (MINI)
These are mini motor homes built on a van-type chassis onto
which Winnebago Industries constructs a living area with
access to the driver's compartment. Class C motor homes from
Winnebago Industries include: Winnebago Minnie and Minnie
Winnie; Itasca Spirit and Sundancer; and Rialta.
WINNEBAGO INDUSTRIES
MOTOR HOME FAMILY TREE
Winnebago Industries manufactures four brands of Class A and C motor homes.
Listed below are the brand names and model designations of the Company's
2001 product line.
- ----------------------- ---------------------- --------------- ----------------------
[LOGO] WINNEBAGO [LOGO] ITASCA [LOGO] RIALTA [LOGO] ULTIMATE
- ----------------------- ---------------------- ---------------- ----------------------
- Minnie - Spirit - Rialta - Ultimate Advantage
- Minnie Winnie - Sundancer - Ultimate Freedom
- Brave/Brave SE - Sunrise/Sunrise SE
- Adventurer - Suncruiser
- Chieftain - Sunflyer
- Journey/Journey DL - Horizon
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD LOOKING INFORMATION
Certain of the matters discussed in this Annual Report are "forward looking
statements" as defined in the Private Securities Litigation Reform Act of 1995,
which involve risks and uncertainties, including, but not limited to,
availability and price of fuel, a significant increase in interest rates, a
general slowdown in the economy, availability of chassis, slower than
anticipated sales of new or existing products, new product introductions by
competitors, collections of dealer receivables and other factors which may be
disclosed throughout this Annual Report. Any forecasts and projections in this
report are "forward looking statements," and are based on management's current
expectations of the Company's near-term results, based on current information
available pertaining to the Company, including the aforementioned risk factors;
actual results could differ materially.
GENERAL
The primary use of recreation vehicles (RVs) for leisure travel and outdoor
recreation has historically led to a peak retail selling season concentrated in
the spring and summer months. The Company's sales of RVs are generally
influenced by this pattern in retail sales, but can also be affected by the
level of dealer inventory. The Company's products are generally manufactured
against orders from the Company's dealers and from time to time to build
inventory to satisfy the peak selling season.
RESULTS OF OPERATIONS
Fiscal 2000 Compared to Fiscal 1999
Net revenues for manufactured products were $739,415,000 for fiscal 2000, an
increase of $74,760,000, or 11.2 percent, from fiscal 1999. Motor home shipments
(Class A and C) during fiscal 2000 were 10,516 units, an increase of 240 units,
or 2.3 percent, compared to fiscal 1999. Increased revenues reflect the
Company's effort to provide the market with more slideout features as well as
diesel-powered Class A vehicles. The Recreation Vehicle Industry Association
(RVIA) reported the Company's wholesale market share (Class A and C) at 16.6
percent for the fiscal year ended August 26, 2000 compared to 15.5 percent for
the fiscal year ended August 28, 1999, a 7.1 percent increase. The Company is
anticipating a slowdown in sales due to increased interest rates and fuel costs
and the decline of the stock market, as well as the reduction in the Company's
dealers' inventories and consequently, their borrowing costs. Due to these
factors, the Company's sales order backlog at August 26, 2000 was approximately
1,300 orders on hand for Class A and Class C motor homes compared to
approximately 2,700 orders at August 28, 1999. The Company includes in its
backlog all accepted purchase orders from dealers shippable within the next six
months. Orders in backlog can be canceled at the option of the purchaser at any
time without penalty and, therefore, backlog may not necessarily be a measure of
future sales. Based upon demographic studies, long-term prospects for the
Company and the RV industry remain extremely positive.
Net revenues for dealer financing of Winnebago Acceptance Corporation (WAC) were
$3,908,000 for fiscal 2000, an increase of $913,000 or 30.5 percent from fiscal
1999. Increased revenues for dealer financing reflect an increase in dealer
receivable balances and to a lesser extent, an increase in interest rates
charged when comparing fiscal 2000 to fiscal 1999.
Cost of manufactured products, as a percent of manufactured product revenues,
was 85.3 percent for fiscal 2000, compared to 85.1 percent for fiscal 1999.
Increases in the Company's discount programs during fiscal 2000 contributed to
the reduced margins.
Selling and delivery expenses increased by $641,000 to $24,818,000 comparing
fiscal 2000 to fiscal 1999 but decreased as a percentage of net revenues to 3.3
percent from 3.6 percent. The increase in dollars can be attributed primarily to
increases in advertising costs and in the Company's promotional programs.
Increased sales volume, during fiscal 2000 contributed to the decrease in
percentage.
General and administrative expenses increased by $3,017,000 to $17,122,000 and
to 2.3 percent of net revenues from 2.1 percent when comparing fiscal 2000 to
fiscal 1999. Increases in insurance and legal costs during fiscal 2000 were the
primary reasons for the increases in both dollars and percentages. A portion of
the increase between the two periods was the result of expenses for fiscal 1999
being reduced due to monies the Company received and recorded on a previously
fully reserved receivable.
For fiscal 2000, the Company had net financial income of $3,338,000 compared to
net financial income of $2,627,000 during fiscal 1999. During fiscal 2000, the
Company recorded $3,280,000 of net interest and dividend income and gains of
$58,000 in foreign currency transactions. During fiscal 1999, the Company
recorded $2,615,000 of net interest and dividend income and gains of $12,000 in
foreign currency transactions. The increase in interest and dividend income when
comparing the two periods was due primarily to higher rates of returns earned on
available invested cash and larger cash balances during fiscal 2000.
The effective income tax rate increased from 33.6 percent in fiscal 1999 to 34.6
percent in fiscal 2000. The primary reason for the increase was due to increased
state income taxes.
For fiscal 2000, the Company had net income of $48,399,000, or $2.20 per diluted
share, compared to fiscal 1999's net income of $44,260,000, or $1.96 per diluted
share.
FISCAL 1999 COMPARED TO FISCAL 1998
Net revenues for manufactured products were $664,655,000 for fiscal 1999, an
increase of $141,637,000, or 27.1 percent, from fiscal 1998. Motor home
shipments (Class A and C) during fiscal 1999 were 10,276 units, an increase of
1,505 units, or 17.2 percent, compared to fiscal 1998. Increased revenues and
increased unit sales reflected the Company's product development efforts by
providing the market with more slideout features as well as diesel-powered Class
A vehicles. RVIA reported factory shipments (Class A and C) for the industry
increased by 16.9 percent during the Company's 1999 fiscal year. In comparison,
the Company's shipments increased by 17.2 percent. The Company continued to have
a strong presence in the Class C market with shipments at 21.7 percent of the
total market during both fiscal 1999 and fiscal 1998. Market conditions for the
Company's motor home products as well as in the recreation vehicle industry in
general continued to remain very favorable due to consumer confidence, favorable
interest rates and favorable demographic trends. As of August 28, 1999, the
Company's backlog of orders for Class A and Class C motor homes was
approximately 2,700 orders compared to approximately 1,700 orders at August 29,
1998.
Net revenues for dealer financing of WAC were $2,995,000 for fiscal 1999, an
increase of $919,000 or 44.3 percent from fiscal 1998. Increased revenues
reflected the increase in average dealer receivable balances when comparing
fiscal 1999 to fiscal 1998.
Cost of manufactured products, as a percent of manufactured product revenues,
was 85.1 percent for fiscal 1999, compared to 87.2 percent for fiscal 1998. The
Company's increased volume of motor homes and favorable product mix change
during fiscal 1999 contributed to the improved margins.
Selling and delivery expenses increased by $2,526,000 to $24,177,000 comparing
fiscal 1999 to fiscal 1998 but decreased as a percentage of net revenues to 3.6
percent from 4.1 percent. The increase in dollars can be attributed primarily to
increases in advertising and promotional expenses. Increased sales volume,
during fiscal year 1999 contributed to the decrease in percentage.
General and administrative expenses decreased by $136,000 to $14,105,000
comparing fiscal 1999 to fiscal 1998 and decreased as a percentage of net
revenues to 2.1 percent from 2.7 percent. The Company received and recorded
monies during fiscal 1999 on a previously fully reserved receivable that was
repaid, partially offsetting this were additional expenses the Company incurred
in its employee incentive programs. Increased sales volume during fiscal 1999
contributed to the decrease in percentage.
For fiscal 1999, the Company had net financial income of $2,627,000 compared to
net financial income of $2,950,000 during fiscal 1998. During fiscal 1999, the
Company recorded $2,615,000 of
net interest and dividend income and gains of $12,000 in foreign currency
transactions. During fiscal 1998, the Company recorded $2,892,000 of net
interest and dividend income and gains of $58,000 in foreign currency
transactions.
For fiscal 1999, the Company had net income of $44,260,000, or $1.96 per diluted
share, compared to fiscal 1998's net income of $24,384,000, or $1.00 per diluted
share.
ANALYSIS OF FINANCIAL CONDITION, LIQUIDITY AND RESOURCES
The Company meets its working capital requirements, capital equipment
requirements and cash requirements of subsidiaries with funds generated
internally and funds from agreements with financial institutions.
At August 26, 2000, working capital was $141,683,000, an increase of $17,963,000
from the amount at August 28, 1999. Cash provided by operations was $51,412,000,
$25,004,000 and $61,962,000 during fiscal years ended August 26, 2000, August
28, 1999 and August 29, 1998, respectively. Operating cash flows were provided
in fiscal 2000 primarily by income generated from operations. Cash flows used by
investing activities were $25,255,000, $20,185,000 and $7,751,000 in fiscal
2000, 1999 and 1998, respectively. Cash flows used by investing activities
primarily include increases in dealer receivables and investments in capital
expenditures. Capital expenditures were $14,548,000 in fiscal 2000, $11,577,000
in fiscal 1999 and $5,567,000 in fiscal 1998. Net cash used by financing
activities was $22,874,000 in fiscal 2000, $11,399,000 in fiscal 1999 and
$32,438,000 in fiscal 1998. Cash used by financing activities in fiscal 2000,
1999 and 1998 was primarily to repurchase shares of the Company's common stock
at a cost of $19,726,000, $8,975,000 and $28,358,000, respectively. (See
Consolidated Statements of Cash Flows.)
The Company's sources of liquidity consisted principally of cash and cash
equivalents in the amount of $51,443,000 at August 26, 2000 compared to
$48,160,000 at August 28, 1999.
Subsequent to August 26, 2000, the Company terminated a financing and security
agreement with Bank of America Specialty Group (formerly Nations Bank Specialty
Lending Unit) and entered into an unsecured Credit Agreement with Wells Fargo
Bank, National Association. The Credit Agreement provides the Company with a
line of credit of $20,000,000 until January 31, 2002. The Company did not borrow
under the line of credit with Bank of America Specialty Group during fiscal 2000
or fiscal 1999. (See Note 4 to the Company's 2000 Consolidated Financial
Statements.)
Principal expected demands at August 26, 2000 on the Company's liquid assets for
fiscal 2001 include capital expenditures of approximately $11,800,000, common
stock repurchases and payments of cash dividends. On March 15, 2000, the Board
of Directors authorized the repurchase of outstanding shares of the Company's
common stock for an aggregate purchase price of up to $15,000,000. As of August
26, 2000, 306,500 shares had been repurchased for an aggregate consideration of
$4,726,179 under this authorization.
Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
both short-term and long-term operating requirements.
ACCOUNTING CHANGES
Recognition of Derivative Instruments and Hedging Activities
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and must
be adopted by the Company no later than fiscal 2001. This statement requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure these instruments at fair value. The
Company does not currently have any derivative instruments as defined in SFAS
No. 133.
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition" was issued in
December, 1999, and must be adopted by the Company no later than fiscal 2001.
This new accounting method will generally require the Company to recognize
revenue upon delivery of products to the dealer, which is when title passes. The
Company does not believe the new accounting requirements will significantly
affect the Company's financial condition or operating results.
IMPACT OF INFLATION
Historically, the impact of inflation on the Company's operations has not been
significantly detrimental, as the Company has usually been able to adjust its
prices to reflect the inflationary impact on the cost of manufacturing its
products. The inability of the Company to successfully offset increases in
manufacturing costs could have a material adverse effect on the Company's
results of operations.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS) AUGUST 26, 2000 AUGUST 28, 1999
- ----------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 51,443 $ 48,160
Receivables, less allowance for doubtful accounts 32,045 33,342
($1,168 and $960, respectively)
Dealer financing receivables, less allowance for doubtful 32,696 24,573
accounts ($27 and $73, respectively)
Inventories 85,707 87,031
Prepaid expenses 3,952 3,593
Deferred income taxes 7,675 6,982
------------------------------------
Total current assets 213,518 203,681
------------------------------------
PROPERTY AND EQUIPMENT, at cost
Land 1,138 1,150
Buildings 45,219 41,136
Machinery and equipment 78,099 73,839
Transportation equipment 5,414 5,345
------------------------------------
129,870 121,470
Less accumulated depreciation 84,415 83,099
------------------------------------
Total property and equipment, net 45,455 38,371
------------------------------------
INVESTMENT IN LIFE INSURANCE 21,028 19,749
------------------------------------
DEFERRED INCOME TAXES 20,635 18,654
------------------------------------
OTHER ASSETS 8,050 5,434
------------------------------------
TOTAL ASSETS $ 308,686 $ 285,889
------------------------------------
See notes to consolidated financial statements.
(DOLLARS IN THOUSANDS) AUGUST 26, 2000 AUGUST 28, 1999
- ----------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 26,212 $ 38,604
Income taxes payable 10,381 10,201
Accrued expenses:
Accrued compensation 13,924 13,204
Product warranties 8,114 6,407
Insurance 5,384 3,962
Promotional 3,145 2,629
Other 4,675 4,954
------------------------------------
Total current liabilities 71,835 79,961
------------------------------------
POSTRETIREMENT HEALTH CARE AND DEFERRED
COMPENSATION BENEFITS 61,942 56,544
------------------------------------
CONTINGENT LIABILITIES AND COMMITMENTS
STOCKHOLDERS' EQUITY
Capital stock common, par value $.50; authorized
60,000,000 shares, issued 25,878,000 and
25,874,000 shares, respectively 12,939 12,937
Additional paid-in capital 21,994 21,907
Reinvested earnings 195,556 151,482
------------------------------------
230,489 186,326
Less treasury stock, at cost 55,580 36,942
------------------------------------
TOTAL STOCKHOLDERS' EQUITY 174,909 149,384
------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 308,686 $ 285,889
------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED
AUGUST 26, AUGUST 28, AUGUST 29,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 2000 1999 1998
- -----------------------------------------------------------------------------------------------------------------
REVENUES
Manufactured products $ 739,415 $ 664,655 $ 523,018
Dealer financing 3,908 2,995 2,076
-------------------------------------------------
Total net revenues 743,323 667,650 525,094
-------------------------------------------------
COSTS AND EXPENSES
Cost of manufactured products 630,729 565,386 456,225
Selling and delivery 24,818 24,177 21,651
General and administrative 17,122 14,105 14,241
-------------------------------------------------
Total costs and expenses 672,669 603,668 492,117
-------------------------------------------------
OPERATING INCOME 70,654 63,982 32,977
FINANCIAL INCOME 3,338 2,627 2,950
-------------------------------------------------
INCOME BEFORE INCOME TAXES 73,992 66,609 35,927
PROVISION FOR TAXES 25,593 22,349 11,543
-------------------------------------------------
NET INCOME $ 48,399 $ 44,260 $ 24,384
-------------------------------------------------
NET INCOME PER SHARE
Basic $ 2.23 $ 1.99 $ 1.01
Diluted 2.20 1.96 1.00
-------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(IN THOUSANDS)
Basic 21,680 22,209 24,106
Diluted 22,011 22,537 24,314
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED
AUGUST 26, AUGUST 28, AUGUST 29,
(DOLLARS IN THOUSANDS) 2000 1999 1998
- -----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income $ 48,399 $ 44,260 $ 24,384
Adjustments to reconcile net income to net cash from operating
activities
Depreciation and amortization 6,622 5,748 5,582
Loss (gain) on disposal of property, leases and other assets 350 82 (45)
Provision (credit) for doubtful receivables 203 (1,049) 692
Other -- -- 400
Change in assets and liabilities
Decrease (increase) in receivables and other assets 702 (11,740) 10,585
Decrease (increase) in inventories 1,324 (31,598) (1,849)
(Decrease) increase in accounts payable and accrued
expenses (8,306) 19,781 9,448
Increase (decrease) in income taxes payable 180 (2,422) 12,623
Decrease in deferred income taxes (2,674) (2,659) (3,160)
Increase in postretirement benefits 4,612 4,601 3,302
---------------------------------------------------
Net cash provided by operating activities 51,412 25,004 61,962
---------------------------------------------------
Cash flows from investing activities
Purchases of property and equipment (14,548) (11,577) (5,567)
Proceeds from sale of property and equipment 531 355 313
Investments in dealer receivables (103,125) (91,386) (54,268)
Collections of dealer receivables 95,061 79,611 54,828
Investments in other assets (3,724) (2,962) (5,664)
Proceeds from other assets 550 5,774 2,607
---------------------------------------------------
Net cash used by investing activities (25,255) (20,185) (7,751)
---------------------------------------------------
Cash flows from financing activities and capital transactions
Payments for purchase of common stock (19,726) (8,975) (28,358)
Payment of long-term debt of discontinued operations -- -- (695)
Payments of cash dividends (4,324) (4,443) (4,898)
Proceeds from issuance of common and treasury stock 1,176 2,019 1,513
---------------------------------------------------
Net cash used by financing activities and capital transactions (22,874) (11,399) (32,438)
---------------------------------------------------
Net increase (decrease) in cash and cash equivalents 3,283 (6,580) 21,773
Cash and cash equivalents at beginning of year 48,160 54,740 32,967
---------------------------------------------------
Cash and cash equivalents at end of year $ 51,443 $ 48,160 $ 54,740
---------------------------------------------------
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY
COMMON SHARES ADDITIONAL TREASURY STOCK
(AMOUNTS IN THOUSANDS ------------------------ PAID-IN REINVESTED ------------------------
EXCEPT PER SHARE DATA) NUMBER AMOUNT CAPITAL INCOME NUMBER AMOUNT
- ---------------------------------------------------------------------------------------------------------------------------
Balance, August 30, 1997 25,854 $ 12,927 $ 23,109 $ 92,179 380 $ 4,333
Proceeds from the sale of common
stock to employees 11 5 (602) -- (225) (2,110)
Payments for purchase of common stock -- -- -- -- 2,897 28,358
Cash dividends on common stock -
$.20 per share -- -- -- (4,898) -- --
Net income -- -- -- 24,384 -- --
-------------------------------------------------------------------------------
Balance, August 29, 1998 25,865 12,932 22,507 111,665 3,052 30,581
Proceeds from the sale of common
stock to employees 9 5 (600) -- (254) (2,614)
Payments for purchase of common stock -- -- -- -- 777 8,975
Cash dividends on common stock -
$.20 per share -- -- -- (4,443) -- --
Net income -- -- -- 44,260 -- --
-------------------------------------------------------------------------------
Balance, August 28, 1999 25,874 12,937 21,907 151,482 3,575 36,942
Proceeds from the sale of common
stock to employees 4 2 87 -- (98) (1,088)
Payments for purchase of common stock -- -- -- -- 1,127 19,726
Cash dividends on common stock -
$.20 per share -- -- -- (4,325) -- --
Net income -- -- -- 48,399 -- --
-------------------------------------------------------------------------------
Balance, August 26, 2000 25,878 $ 12,939 $ 21,994 $ 195,556 4,604 $ 55,580
-------------------------------------------------------------------------------
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
The Company's operations were conducted predominantly in two industry segments:
the manufacture and sale of recreation vehicles and other manufactured products,
and floor plan financing for selected Winnebago, Itasca, Rialta, and Ultimate
dealers. The recreation vehicle market is highly competitive, both as to price
and quality of the product. The Company believes its principal marketing
advantages are the quality of its products, its dealer organization, its
warranty and service capability and its marketing techniques. The Company also
believes that its prices are competitive with the competitions' units of
comparable size and quality.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
parent company and subsidiary companies. All material intercompany balances and
transactions with subsidiaries have been eliminated.
STATEMENTS OF CASH FLOWS. For purposes of these statements, cash equivalents
primarily consisted of commercial paper, tax exempt money market preferreds and
variable rate auction preferred stock with an original maturity of three months
or less. For cash equivalents, the carrying amount is a reasonable estimate of
fair value.
FISCAL PERIOD. The Company follows a 52/53 week fiscal year period. The
financial statements presented are all 52 week periods.
REVENUE RECOGNITION. Sales are recorded by the Company when products are shipped
to independent dealers. Interest income from dealer floor plan receivables is
recorded on the accrual basis in accordance with the terms of the loan
agreements. The Company will adopt SAB 101, "Revenue Recognition," during fiscal
2001. This new accounting method requires the Company to recognize revenue upon
delivery of products to the dealer, which is when title passes. The Company does
not believe the new accounting requirements will significantly affect the
Company's financial condition or operating results.
INVENTORIES. Inventories are valued at the lower of cost or market, with cost
being determined by using the last-in, first-out (LIFO) method and market
defined as net realizable value.
PROPERTY AND EQUIPMENT. Depreciation of property and equipment is computed using
the straight-line method on the cost of the assets, less allowance for salvage
value where appropriate, at rates based upon their estimated service lives.
Accelerated depreciation methods are used for tax purposes whenever permitted.
Management periodically reviews the carrying values of long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. In performing the review for
recoverability, management estimates the nondiscounted future cash flows
expected to result from the use of the asset and its eventual disposition.
PROVISION FOR WARRANTY CLAIMS. Estimated warranty costs are provided at the time
of sale of the warranted products. Estimates of future warranty costs are based
on prior experience and known current events.
INCOME TAXES. The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes." This Statement requires recognition of deferred
assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the
differences between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the years in which the
differences are expected to reverse.
ALLOWANCE FOR DOUBTFUL ACCOUNTS. Allowance for doubtful accounts are based on
previous loss experience. Additional amounts are provided through charges to
income as management believes necessary after evaluation of receivables and
current economic conditions. Amounts which are considered to be uncollectible
are charged off and recoveries of amounts previously charged off are credited to
the allowance upon recovery.
RESEARCH AND DEVELOPMENT. Research and development expenditures are expensed as
incurred. Development activities generally relate to creating new products and
improving or creating variations of existing products, to meet new applications.
During fiscal 2000, 1999 and 1998, the Company spent approximately $2,293,000,
$1,978,000 and $1,128,000, respectively, on research and development activities.
INCOME PER COMMON SHARE. Basic income per common share is computed by dividing
net income by the weighted average common shares outstanding during the period.
Diluted income per common share is computed by dividing net income by the
weighted average common shares outstanding plus the incremental shares that
would have been outstanding upon the assumed exercise of dilutive stock options
(See Note 13).
FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS. All financial instruments are
carried at amounts believed to approximate fair value.
USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
RECLASSIFICATIONS. Certain prior year information has been reclassified to
conform to the current year presentation. This reclassification had no affect on
net income or stockholders' equity as previously reported.
NOTE 2: DEALER FINANCING RECEIVABLES
Dealer floor plan receivables are collateralized by recreation vehicles and are
due upon the dealer's sale of the vehicle, with the entire balance generally due
at the end of one year. At August 26, 2000, the Company had certain
concentration of credit risks whereby $32,565,000 of dealer financing
receivables were due from one dealer.
NOTE 3: INVENTORIES
Inventories consist of the following:
AUGUST 26, AUGUST 28,
(dollars in thousands) 2000 1999
- --------------------------------------------------------------------------------
Finished goods $ 28,286 $ 25,622
Work-in-process 19,577 24,822
Raw materials 59,674 55,076
-----------------------------
107,537 105,520
LIFO reserve 21,830 18,489
-----------------------------
$ 85,707 $ 87,031
-----------------------------
The above value of inventories, before reduction for the LIFO reserve,
approximates replacement cost at the respective dates.
NOTE 4: NOTES PAYABLE
Short-term lines of credit and related borrowings outstanding at fiscal year-end
are as follows:
AUGUST 26, AUGUST 28,
(DOLLARS IN THOUSANDS) 2000 1999
- --------------------------------------------------------------------------------
Available Credit Lines $ 30,000 $ 30,000
Outstanding -- --
Interest Rate 10.0% 8.75%
Subsequent to August 26, 2000, the Company terminated a financing and security
agreement with Bank of America Specialty Group (formerly Nations Bank Specialty
Lending Unit) and entered into an unsecured Credit Agreement with Wells Fargo
Bank, National Association. There were no outstanding borrowings under the line
of credit with Bank of America Specialty Group during fiscal 2000 or fiscal
1999. The Credit Agreement provides the Company with a line of credit of
$20,000,000 until January 31, 2002, at an interest rate of either (1) a variable
rate per annum of one percent below the Bank's prime rate in effect from time to
time or (2) a fixed rate per annum determined by the Bank to be one percent
above LIBOR, as selected by the Company in accordance with the Credit Agreement.
The Credit Agreement contains covenants that, among other matters, impose
certain limitations on mergers, transfers of assets and encumbering or otherwise
pledging the Company's assets. In addition, the Company is required to satisfy
certain financial covenants and tests relating to tangible net worth, total
liabilities and current ratio.
NOTE 5: EMPLOYEE RETIREMENT PLANS
The Company has a qualified profit sharing and contributory 401(k) plan for
eligible employees. The plan provides for contributions by the Company in such
amounts as the Board of Directors may determine. Contributions to the plan in
cash for fiscal 2000, 1999 and 1998 were $2,685,000, $2,391,000 and $1,985,000,
respectively.
The Company also has a non-qualified deferred compensation program which permits
key employees to annually elect (via individual contracts) to defer a portion of
their compensation until their retirement. The retirement benefit to be provided
is based upon the amount of compensation deferred and the age of the individual
at the time of the contracted deferral. An individual generally vests at the
later of age 55 and five years of service since the deferral was made. For
deferrals prior to December 1992, vesting occurs at the later of age 55 and five
years of service from first deferral or 20 years of service. Deferred
compensation expense was $1,645,000, $1,923,000 and $1,487,000, in fiscal 2000,
1999 and 1998, respectively. Total deferred compensation liabilities were
$26,192,000 and $23,856,000 at August 26, 2000 and August 28, 1999,
respectively.
To assist in funding the deferred compensation liability, the Company has
invested in corporate-owned life insurance policies. The cash surrender value of
these policies (net of borrowings of $11,640,000 and $10,390,000 at August 26,
2000 and August 28, 1999, respectively) are presented as assets of the Company
in the accompanying balance sheets.
The Company provides certain health care and other benefits for retired
employees who have fulfilled eligibility requirements at age 55 with 15 years of
continuous service. Retirees are required to pay a monthly premium for medical
coverage based on years of service at retirement and then current age. The
Company's postretirement health care plan currently is not funded. The status of
the plan is as follows:
AUGUST 26, AUGUST 28,
(DOLLARS IN THOUSANDS) 2000 1999
- --------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation, beginning
of year $ 28,045 $ 31,929
Service cost 1,714 1,880
Interest cost 1,953 1,834
Net benefits paid (475) (444)
Actuarial loss/(gain) 5,688 (7,154)
-----------------------------
Benefit obligation, end of
year $ 36,925 $ 28,045
-----------------------------
Funded status - benefit
obligation $ 36,925 $ 28,045
Unrecognized net actuarial
(loss)/gain (1,537) 4,231
Unrecognized prior service
cost 362 411
-----------------------------
Accrued benefit cost $ 35,750 $ 32,687
-----------------------------
The discount rate used in determining the accumulated postretirement benefit
obligation was 7.5 percent at August 26, 2000 and 7.0 percent at August 28,
1999. The average assumed health care cost trend rate used in measuring the
accumulated postretirement benefit obligations as of August 26, 2000 was 9.1
percent, decreasing each successive year until it reaches 5.3 in 2020 after
which it remains constant.
Net postretirement benefit expense for the fiscal years ended August 26, 2000,
August 28, 1999 and August 29, 1998 consisted of the following components:
(DOLLARS IN AUG. 26, AUG. 28, AUG. 29,
THOUSANDS) 2000 1999 1998
- --------------------------------------------------------------------------------
Components of net
periodic benefit cost:
Service cost $ 1,714 $ 1,880 $ 1,225
Interest cost 1,953 1,834 1,535
Net amortization and
deferral (129) (48) (183)
--------------------------------------------
Net periodic benefit
cost $ 3,538 $ 3,666 $ 2,577
--------------------------------------------
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one percentage point change in assumed
health care cost trend rates would have the following effects:
ONE ONE
PERCENTAGE PERCENTAGE
POINT POINT
(DOLLARS IN THOUSANDS) INCREASE DECREASE
- --------------------------------------------------------------------------------
Effect on total of service
and interest cost components $ 1,094 ($799)
Effect on postretirement
benefit obligation 9,338 (6,465)
NOTE 6: CONTINGENT LIABILITIES AND COMMITMENTS
It is customary practice for companies in the recreation vehicle industry to
enter into repurchase agreements with lending institutions which have provided
wholesale floor plan financing to dealers. Most dealers are financed on a "floor
plan" basis under which a bank or finance company lends the dealer all, or
substantially all, of the purchase price, collateralized by a lien upon, or
title to, the merchandise purchased. Upon request of a lending institution
financing a dealer's purchases of the Company's products, and after completion
of a credit investigation of the dealer involved, the Company will execute a
repurchase agreement. These agreements provide that, in the event of default by
the dealer on the agreement to pay the lending institution, the Company will
repurchase the financed merchandise. The agreements provide that the Company's
liability will not exceed 100 percent of the dealer invoice and provide for
periodic liability reductions based on the time since the date of the original
invoice. The Company's contingent obligations under these repurchase agreements
are reduced by the proceeds received upon the sale of any repurchased unit. The
Company's contingent liability on all repurchase agreements was approximately
$219,873,000 and $168,552,000 at August 26, 2000 and August 28, 1999. The
Company's losses under repurchase agreements were approximately $282,000,
$55,000 and $153,000 during fiscal 2000, 1999 and 1998, respectively.
Included in these contingent liabilities are certain dealer receivables subject
to full recourse to the Company with Bank of America Specialty Group (formerly
NationsBank Specialty Lending Unit) and Conseco Financing Servicing Group
(formerly Green Tree Financial Servicing Corporation). Contingent liabilities
under these recourse agreements were $6,846,000 and $7,480,000 at August 26,
2000 and August 28, 1999, respectively. The Company did not incur any actual
losses under these recourse agreements during fiscal 2000, 1999 and 1998.
The Company self-insures for a portion of product liability claims.
Self-insurance retention liability varies annually based on market conditions
and for the past three fiscal years was at $2,500,000 per occurrence and
$6,000,000 in aggregate per policy year. Liabilities in excess of these amounts
are the responsibility of the insurer.
The Company is involved in various legal proceedings which are ordinary routine
litigation incident to its business, many of which are covered in whole or in
part by insurance. While it is impossible to estimate with certainty the
ultimate legal and financial liability with respect to this litigation,
management is of the opinion that while the final resolution of any such
litigation may have an impact on the Company's consolidated results for a
particular reporting period, the ultimate disposition of such litigation will
not have any material adverse effect on the Company's financial position,
results of operations or liquidity.
NOTE 7: INCOME TAXES
The components of the provision for income taxes are as follows:
YEAR ENDED
(DOLLARS IN AUG. 26, AUG. 28, AUG. 29,
THOUSANDS) 2000 1999 1998
- --------------------------------------------------------------------------------
Current:
Federal $ 27,162 $ 24,693 $ 14,603
State 1,105 315 100
--------------------------------------------
$ 28,267 $ 25,008 $ 14,703
Deferred
(Principally
Federal) (2,674) (2,659) (3,160)
--------------------------------------------
Total provision $ 25,593 $ 22,349 $ 11,543
--------------------------------------------
The following is a reconciliation of the U.S. statutory tax rate to the
effective income tax rates (benefit) provided:
YEAR ENDED
AUGUST 26, 2000 AUGUST 28, 1999 AUGUST 29, 1998
- -----------------------------------------------------------------------------------------------------------
U.S. federal statutory rate 35.0% 35.0% 35.0%
Cash surrender value (0.6) (0.6) (1.2)
Life insurance premiums 0.1 0.1 0.2
Tax credits (0.3) (0.7) (1.0)
State taxes, net of federal benefit 0.8 0.5 0.1
Foreign sales corporation
commissions (0.2) (0.2) (0.5)
Other (0.2) (0.5) (0.5)
-----------------------------------------------------------
Total 34.6% 33.6% 32.1%
-----------------------------------------------------------
The tax effect of significant items comprising the Company's net deferred tax
assets are as follows:
AUGUST 26, 2000 AUGUST 28, 1999
(DOLLARS IN THOUSANDS) ASSETS LIABILITIES TOTAL TOTAL
- ------------------------------------------------------------------------------------------------------------------
CURRENT:
Accrued vacation $ 1,394 $ -- $ 1,394 $ 1,260
Legal reserves 498 -- 498 627
Warranty reserves 2,840 -- 2,840 2,242
Bad debt reserves 418 -- 418 380
Self-insurance reserve 2,055 -- 2,055 1,387
Miscellaneous reserves 744 (274) 470 1,086
-----------------------------------------------------------------
Subtotal 7,949 (274) 7,675 6,982
-----------------------------------------------------------------
NONCURRENT:
Postretirement health care benefits 12,512 -- 12,512 11,440
Deferred compensation 9,507 -- 9,507 8,834
Property and equipment -- (2,975) (2,975) (2,491)
Operating loss carryforward of subsidiary 1,591 -- 1,591 871
-----------------------------------------------------------------
Subtotal 23,610 (2,975) 20,635 18,654
-----------------------------------------------------------------
Total $ 31,559 $ (3,249) $ 28,310 $ 25,636
-----------------------------------------------------------------
NOTE 8: FINANCIAL INCOME AND EXPENSE
The following is a reconciliation of financial income (expense):
YEAR ENDED
(DOLLARS IN THOUSANDS) AUGUST 26, 2000 AUGUST 28, 1999 AUGUST 29, 1998
- --------------------------------------------------------------------------------------------
Interest income from investments
and receivables $ 1,478 $ 1,085 $ 2,454
Dividend income 2,076 1,621 863
Interest expense (274) (91) (425)
Gains on foreign currency
transactions 58 12 58
--------------------------------------------------------
$ 3,338 $ 2,627 $ 2,950
--------------------------------------------------------
NOTE 9: DIVIDEND DECLARED
On October 12, 2000, the Board of Directors declared a cash dividend of $.10 per
common share payable January 8, 2001, to shareholders of record on December 8,
2000.
NOTE 10: STOCK OPTION PLANS
The Company's 1987 stock option plan allowed the granting of non-qualified and
incentive stock options to key employees and directors at prices not less than
100 percent of fair market value, determined by the mean of the high and low
prices, on the date of grant. The plan expired in fiscal 1997; however,
exercisable options representing 215,766 shares remain outstanding at August 26,
2000.
The Company's stock option plan for outside directors provided that each
director who was not a current or former full-time employee of the Company
received an option to purchase 10,000 shares of the Company's common stock at
prices equal to 100 percent of the fair market value, determined by the mean of
the high and low prices on the date of grant. The Board of Directors has
terminated this plan as to future grants. Future grants of options to outside
directors will be made under the Company's 1997 stock option plan described as
follows.
The Company's 1997 stock option plan provides additional incentives to those
officers, employees, directors, advisors and consultants of the Company whose
substantial contributions are essential to the continued growth and success of
the Company's business. A total of 2,000,000 shares of the Company's common
stock may be issued or transferred or used as the basis of stock appreciation
rights under the 1997 stock option plan. The plan allows the granting of
non-qualified and incentive stock options as well as stock appreciation rights.
The plan is administered by a committee appointed by the Company's Board of
Directors. The option prices for these shares shall not be less than 85 percent
of the fair market value of a share at the time of option granting for
non-qualified stock options or less than 100 percent for incentive stock
options. The term of each option expires and all rights to purchase shares
thereunder cease ten years after the date such option is granted or on such date
prior thereto as may be fixed by the Committee. Options granted under this plan
become exercisable six months after the date the option is granted unless
otherwise set forth in the agreement. Outstanding options granted to employees
generally vest in three equal annual installments provided that all options
granted under the 1997 stock option plan shall become vested in full and
immediately upon the occurrence of a change in control of the Company.
A summary of stock option activity for fiscal 2000, 1999 and 1998 is as follows:
2000 1999 1998
WTD. WTD. WTD.
AVG. AVG. AVG.
PRICE PER EXERCISE PRICE EXERCISE PRICE EXERCISE
SHARES SHARE PRICE/SH SHARES PER SHARE PRICE/SH SHARES PER SHARE PRICE/SH
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding at
beginning of year 680,176 $ 4 - $15 $8.56 650,695 $4 - $9 $7.34 649,500 $4 - $10 $6.53
Options granted 180,800 19 - 20 18.59 259,250 10 - 15 10.47 231,000 9 8.56
Options exercised (65,462) 6 - 10 8.15 (227,098) 6 - 10 7.24 (218,472) 4 - 10 6.22
Options canceled -- -- -- (2,671) 8 7.75 (11,333) 8 7.75
-----------------------------------------------------------------------------------------------------
Outstanding at end
of year 795,514 $4 - $20 $10.88 680,176 $4 - $15 $8.56 650,695 $4 - $9 $7.34
-----------------------------------------------------------------------------------------------------
Exercisable at end
of year 469,214 $4 - $20 $8.40 309,593 $4 - $15 $7.47 444,352 $4 - $9 $6.87
-----------------------------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding at
August 26, 2000:
RANGE OF NUMBER WEIGHTED WEIGHTED NUMBER WEIGHTED
EXERCISE OUTSTANDING AT REMAINING AVERAGE EXERCISABLE AT AVERAGE
PRICES AUGUST 26, 2000 CONTRACTUAL LIFE EXERCISE PRICE AUGUST 26, 2000 EXERCISE PRICE
- -----------------------------------------------------------------------------------------------------------------
$ 4.31 - $ 7.75 178,766 4 $ 6.05 178,766 $ 6.05
8.56 - 9.00 195,022 6 8.63 195,022 8.63
10.19 - 15.38 240,926 8 10.49 81,426 11.08
18.50 - 19.72 180,800 9 18.59 14,000 19.72
----------------------------------------------------------------------------------------------
795,514 7 $ 10.88 469,214 $ 8.40
In 1997, the Company adopted SFAS No. 123, "Accounting for Stock Based
Compensation." The Company has elected to continue following the accounting
guidance of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" for measurement and recognition of stock-based transactions
with employees. No compensation cost has been recognized for options issued
under the stock option plans because the exercise price of all options granted
was not less than 100 percent of fair market value of the common stock on the
date of grant. Had compensation cost for the stock options issued been
determined based on the fair value at the grant date, consistent with provisions
of SFAS No. 123, the Company's 2000, 1999 and 1998 income and income per share
would have been changed to the pro forma amounts indicated as follows:
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
Net income
As reported $ 48,399 $ 44,260 $ 24,384
Pro forma 47,143 43,508 24,055
Income per share (basic)
As reported $ 2.23 $ 1.99 $ 1.01
Pro forma 2.17 1.96 1.00
Income per share (diluted)
As reported $ 2.20 $ 1.96 $ 1.00
Pro forma 2.14 1.93 .99
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:
2000 1999 1998
- ---------------------------------------------------------------------------------------------------
Dividend yield 1.21% 1.54% 2.28%
Risk-free interest rate 6.92% 6.05% 4.59%
Expected life 5 years 7 years 7 years
Expected volatility 49.64% 44.36% 32.29%
Estimated fair value of options granted
per share $8.30 $5.06 $2.86
NOTE 11: SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
YEAR ENDED
(DOLLARS IN THOUSANDS) AUGUST 26, 2000 AUGUST 28, 1999 AUGUST 29, 1998
- --------------------------------------------------------------------------------------------
Interest $ 249 $ 96 $ 465
Income taxes 28,305 27,430 10,599
NOTE 12: BUSINESS SEGMENT INFORMATION
The Company defines its operations into two business segments: Recreation
Vehicles and Other Manufactured Products and Dealer Financing. Recreation
Vehicles and Other Manufactured Products includes all data relative to the
manufacturing and selling of the Company's Class A, B and C motor home products
as well as sales of component products for other manufacturers and recreation
vehicle related parts and service revenue. Dealer Financing includes floorplan
financing for a limited number of the Company's dealers. Management focuses on
operating income as a segment's measure of profit or loss when evaluating a
segment's financial performance. Operating income is before interest expense,
interest income, and income taxes. A variety of balance sheet ratios are used by
management to measure the business. Maximizing the return from each segment's
assets excluding cash and cash equivalents is the primary focus. The accounting
policies of the segments are the same as those described in the Summary of
Significant Accounting Policies (Note 1). Identifiable assets are those assets
used in the operations of each industry segment. General Corporate assets
consist of cash and cash equivalents, deferred income taxes and other corporate
assets not related to the two business segments. General Corporate income and
expenses include administrative costs. Inter-segment sales and expenses are not
significant.
For the years ended August 26, 2000, August 28, 1999 and August 29, 1998, the
Company's segment information is as follows:
RECREATION
VEHICLES & OTHER
MANUFACTURED DEALER GENERAL
(DOLLARS IN THOUSANDS) PRODUCTS FINANCING CORPORATE TOTAL
- -----------------------------------------------------------------------------------------------
2000
Net revenues $ 739,415 $ 3,908 $ -- $ 743,323
Operating income (loss) 67,252 3,892 (490) 70,654
Identifiable assets 191,501 33,508 83,677 308,686
Depreciation and amortization 6,375 4 243 6,622
Capital expenditures 14,412 -- 136 14,548
1999
Net revenues $ 664,655 $ 2,995 $ -- $ 667,650
Operating income (loss) 60,435 4,085 (538) 63,982
Identifiable assets 181,951 25,439 78,499 285,889
Depreciation and amortization 5,507 4 237 5,748
Capital expenditures 11,463 18 96 11,577
Operating income of the dealer financing segment reflects a $1,100,000 repayment
of a previously fully reserved receivable.
1998
Net revenues $ 523,018 $ 2,076 $ -- $ 525,094
Operating income (loss) 32,466 1,845 (1,334) 32,977
Identifiable assets 132,954 15,441 82,217 230,612
Depreciation and amortization 5,323 5 254 5,582
Capital expenditures 5,545 19 3 5,567
NOTE 13: INCOME PER SHARE
The following table reflects the calculation of basic and diluted income per
share for the past three fiscal years.
(IN THOUSANDS, EXCEPT PER SHARE DATA) AUGUST 26, 2000 AUGUST 28, 1999 AUGUST 29, 1998
- -------------------------------------------------------------------------------------------------------
Income per share - basic:
- -------------------------
Net income $ 48,399 $ 44,260 $ 24,384
--------------------------------------------------------
Weighted average shares outstanding 21,680 22,209 24,106
--------------------------------------------------------
Net income per share - basic $ 2.23 $ 1.99 $ 1.01
--------------------------------------------------------
Income per share - assuming dilution:
- -------------------------------------
Net income $ 48,399 $ 44,260 $ 24,384
--------------------------------------------------------
Weighted average shares outstanding 21,680 22,209 24,106
Dilutive impact of options outstanding 331 328 208
--------------------------------------------------------
Weighted average shares and potential
dilutive shares outstanding 22,011 22,537 24,314
--------------------------------------------------------
Net income per share - assuming
dilution $ 2.20 $ 1.96 $ 1.00
--------------------------------------------------------
NOTE 14: PREFERRED STOCK AND SHAREHOLDERS RIGHTS PLAN
The Board of Directors may authorize the issuance from time to time of preferred
stock in one or more series with such designations, preferences, qualifications,
limitations, restrictions, and optional or other special rights as the Board may
fix by resolution. In connection with the Rights Plan discussed below, the Board
of Directors has reserved, but not issued, 300,000 shares of preferred stock.
In May 2000, the Company adopted a shareholder rights plan providing for a
dividend distribution of one preferred share purchase right for each share of
common stock outstanding on and after May 26, 2000. The rights can be exercised
only if an individual or group acquires or announces a tender offer for 15
percent or more of the Company's common stock. Certain members of the Hanson
family (including trusts and estates established by such Hanson family members
and the John K. and Luise V. Hanson Foundation) are exempt from the
applicability of the Rights Plan as it relates to the acquisition of 15 percent
or more of the Company's outstanding common stock. If the rights first become
exercisable as a result of an announced tender offer, each right would entitle
the holder (other than the individual or group acquiring or announcing a tender
offer for 15 percent or more of the Company's common stock) to buy 1/100th of a
share of a new series of preferred stock at an exercise price of $67.25. The
preferred shares will be entitled to 100 times the per share dividend payable on
the Company's common stock and to 100 votes on all matters submitted to a vote
of the shareowners. Once an individual or group acquires 15 percent or more of
the Company's common stock, each right held by such individual or group becomes
void and the remaining rights will then entitle the holder to purchase the
number of common shares having a market value of twice the exercise price of the
right. In the event the Company is acquired in a merger or 50 percent or more of
its consolidated assets or earnings power are sold, each right will then entitle
the holder to purchase a number of the acquiring company's common shares having
a market value of twice the exercise price of the right. After an individual or
group acquires 15 percent of the Company's common stock and before they acquire
50 percent, the Company's Board of Directors may exchange the rights in whole or
in part, at an exchange ratio of one share of common stock per right. Before an
individual or group acquires 15 percent of the Company's common stock, the
rights are redeemable for $.01 per right at the option of the Company's Board of
Directors. The Company's Board of Directors is authorized to reduce the 15
percent threshold to no less than 10 percent. Each right will expire on May 3,
2010, unless earlier redeemed by the Company.
REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA
We have audited the consolidated balance sheets of Winnebago Industries, Inc.
and subsidiaries (the Company) as of August 26, 2000 and August 28, 1999 and the
related consolidated statements of income, cash flows and changes in
stockholders' equity for each of the three years in the period ended August 26,
2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of August 26, 2000
and August 28, 1999, and the results of their operations and their cash flows
for each of the three years in the period ended August 26, 2000 in conformity
with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
Minneapolis, Minnesota
October 6, 2000
NET REVENUES BY MAJOR PRODUCT CLASS (UNAUDITED)
FISCAL YEAR ENDED (1)
AUGUST 26, AUGUST 28, AUGUST 29, AUGUST 30, AUGUST 31,
(DOLLARS IN THOUSANDS) 2000 1999 1998 1997 1996
- ---------------------------------------------------------------------------------------------------------------------
Motor homes (Class A & C) $687,083 $610,987 $468,004 $381,191 $432,212
92.4% 91.5% 89.1% 87.0% 89.2%
Other recreation vehicle revenues (2) 17,562 15,587 18,014 19,771 17,166
2.4% 2.3% 3.5% 4.5% 3.5%
Other manufactured products revenues (3) 34,770 38,081 37,000 35,750 34,020
4.7% 5.7% 7.0% 8.2% 7.0%
----------------------------------------------------------------------
Total manufactured products revenues 739,415 664,655 523,018 436,712 483,398
99.5% 99.5% 99.6% 99.7% 99.7%
Finance revenues (4) 3,908 2,995 2,076 1,420 1,406
.5% .5% .4% .3% .3%
----------------------------------------------------------------------
Total net revenues $743,323 $667,650 $525,094 $438,132 $484,804
100.0% 100.0% 100.0% 100.0% 100.0%
(1) The fiscal year ended August 31, 1996 contained 53 weeks; all other fiscal
years in the table contained 52 weeks. All years prior to fiscal 1998 are
appropriately restated to exclude the Company's discontinued Cycle-Sat
subsidiary's revenues from satellite courier and tape duplication services.
(2) Primarily EuroVan Campers (Class B motor homes), recreation vehicle related
parts, and recreation vehicle service revenue.
(3) Primarily sales of extruded aluminum, commercial vehicles, and component
products for other manufacturers.
(4) WAC revenues from dealer financing.
INTERIM FINANCIAL INFORMATION (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) QUARTER ENDED
NOVEMBER 27, FEBRUARY 26, MAY 27, AUGUST 26,
FISCAL 2000 1999 2000 2000 2000
- -------------------------------------------------------------------------------------------------------------------
Net revenues $182,551 $187,144 $211,137 $162,491
Gross profit 29,086 28,684 34,557 20,267
Operating income 18,060 17,003 23,713 11,878
Net income 12,381 11,851 16,257 7,910
Net income per share (basic) .56 .54 .76 .37
Net income per share (diluted) .55 .54 .74 .37
QUARTER ENDED
NOVEMBER 28, FEBRUARY 27, MAY 29, AUGUST 28,
FISCAL 1999 1998 1999 1999 1999
- -------------------------------------------------------------------------------------------------------------------
Net revenues $157,664 $154,132 $191,546 $164,308
Gross profit 23,246 22,715 32,075 24,228
Operating income 14,080 14,586 21,616 13,700
Net income 9,649 9,954 14,611 10,046
Net income per share (basic) .43 .45 .66 .45
Net income per share (diluted) .43 .45 .65 .44
Certain prior periods' information has been reclassified to conform to the
current year end presentation. This reclassification has no impact on net income
as previously reported.
SHAREHOLDER INFORMATION
PUBLICATIONS
A notice of Annual Meeting of Shareholders and Proxy Statement is furnished to
shareholders in advance of the annual meeting.
Copies of the Company's quarterly financial news releases and the annual report
on Form 10-K (without exhibits), required to be filed by the Company with the
Securities and Exchange Commission, may be obtained without charge from the
corporate offices as follows:
Investor Relations Department
Winnebago Industries, Inc.
605 W. Crystal Lake Road
P.O. Box 152
Forest City, Iowa 50436-0152
Telephone: (641) 585-3535
Fax: (641) 585-6966
E-Mail: ir@winnebagoind.com
This annual report as well as corporate news releases may also be viewed online
in the Investor Relations section of Winnebago Industries' website:
http://www.winnebagoind.com
SHAREHOLDER ACCOUNT ASSISTANCE
Transfer Agent to contact for address changes, account certificates and stock
holdings:
Wells Fargo Bank Minnesota, N.A.
P.O. Box 64854
St. Paul, Minnesota 55164-0854
or
161 North Concord Exchange
South St. Paul, Minnesota 55075-1139
Telephone: (800) 468-9716 or (651) 450-4064
E-Mail: stocktransfer@wellsfargo.com
ANNUAL MEETING
The Annual Meeting of Shareholders will be held on Tuesday, January 16, 2001, at
7:30 p.m. (CST) in Friendship Hall, Highway 69 South, Forest City, Iowa.
AUDITOR
Deloitte & Touche LLP
400 One Financial Plaza
120 South Sixth Street
Minneapolis, Minnesota 55402-1844
PURCHASE OF COMMON STOCK
Winnebago Industries stock may be purchased from Netstock through the Company's
website at http://www.winnebagoind.com/investor_relations.htm. Winnebago
Industries is not affiliated with Netstock and has no involvement in the
relationship between Netstock and any of its customers.
COMMON STOCK DATA
The Company's common stock is listed on the New York, Chicago and Pacific Stock
Exchanges.
Ticker symbol: WGO
Shareholders of record as of November 13, 2000: 5,932
Below are the New York Stock Exchange high, low and closing prices of Winnebago
Industries, Inc. stock for each quarter of fiscal 2000 and fiscal 1999.
FISCAL 2000 HIGH LOW CLOSE FISCAL 1999 HIGH LOW CLOSE
- -------------------------------------------------------------------------------------------------------------------
First Quarter $28.25 $15.56 $19.00 First Quarter $12.06 $ 8.25 $11.06
Second Quarter 21.50 18.63 21.38 Second Quarter 16.38 10.88 13.75
Third Quarter 21.75 14.25 14.56 Third Quarter 17.50 12.88 16.50
Fourth Quarter 14.69 12.06 12.81 Fourth Quarter 28.75 16.63 24.13
CASH DIVIDENDS PER SHARE
FISCAL 2000 FISCAL 1999
- -------------------------------------------------------------------------------------------------------------------
AMOUNT DATE PAID AMOUNT DATE PAID
- ------ --------- ------ ---------
$ .10 January 10, 2000 $ .10 January 11, 1999
.10 July 10, 2000 .10 July 2, 1999
DIRECTORS AND OFFICERS
DIRECTORS
Bruce D. Hertzke (49)
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER
AND PRESIDENT
WINNEBAGO INDUSTRIES, INC.
Gerald E. Boman (65)
FORMER SENIOR VICE PRESIDENT
WINNEBAGO INDUSTRIES, INC.
Jerry N. Currie (55)
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CURRIES COMPANY AND GRAHAM MANUFACTURING
Fred G. Dohrmann (68)
FORMER CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
WINNEBAGO INDUSTRIES, INC.
John V. Hanson (58)
FORMER DEPUTY CHAIRMAN OF THE BOARD
WINNEBAGO INDUSTRIES, INC.
Gerald C. Kitch (62)
FORMER EXECUTIVE VICE PRESIDENT
PENTAIR, INC.
Richard C. Scott (66)
VICE PRESIDENT, UNIVERSITY DEVELOPMENT
BAYLOR UNIVERSITY
Frederick M. Zimmerman (64)
PROFESSOR OF MANUFACTURING SYSTEMS ENGINEERING
THE UNIVERSITY OF ST. THOMAS
Luise V. Hanson (87)
DIRECTOR EMERITUS
OFFICERS
Bruce D. Hertzke (49)
Chairman of the Board, Chief Executive Officer and President
Edwin F. Barker (53)
Vice President, Chief Financial Officer
Raymond M. Beebe (58)
Vice President, General Counsel and Secretary
Ronald D. Buckmeier (53)
Vice President, Product Development
Robert L. Gossett (49)
Vice President, Administration
Brian J. Hrubes (49)
Controller
James P. Jaskoviak (48)
Vice President, Sales and Marketing
Robert J. Olson (49)
Vice President, Manufacturing
Joseph L. Soczek, Jr. (57)
Treasurer