SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) for the fiscal year ended August
30, 1997; or
( ) Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _____________________ to _______________________
Commission File Number 1-6403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 152, Forest City, Iowa 50436
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 582-3535
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ----------------------------- -------------------------------------
Common Stock ($.50 par value) The New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Annual Report on Form
10-K or any amendment to this Annual Report on Form 10-K ______.
Aggregate market value of the common stock held by non-affiliates of the
Registrant on October 13, 1997: $111,684,545 (14,410,909 shares at closing price
on New York Stock Exchange of $7.75).
Common stock outstanding on November 19, 1997, 25,480,827 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1. The Winnebago Industries, Inc. Annual Report to Shareholders for the fiscal
year ended August 30, 1997, portions of which are incorporated by reference
into Part II hereof.
2. The Winnebago Industries, Inc. Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 17, 1997, portions of which are
incorporated by reference into Part III hereof.
WINNEBAGO INDUSTRIES, INC.
FORM 10-K
Report for the Fiscal Year Ended August 30, 1997
PART I
ITEM 1. Business
GENERAL
Winnebago Industries, Inc. is a leading U.S. manufacturer of motor homes,
self-contained recreation vehicles used primarily in leisure travel and outdoor
recreation activities. Motor home sales by the Company represented more than 87
percent of its revenues in each of the past five fiscal years. The Company's
motor homes are sold through dealer organizations primarily under the Winnebago,
Itasca, Vectra, Rialta and Luxor brand names.
Other products manufactured by the Company consist principally of extruded
aluminum, commercial vehicles, and a variety of component products for other
manufacturers. Finance revenues consisted of revenues from floor plan unit
financing of the Company's products in dealer inventories.
The Company was incorporated under the laws of the state of Iowa on February 12,
1958, and adopted its present name on February 28, 1961. The Company's executive
offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Unless
the context indicates otherwise, the term "Company" refers to Winnebago
Industries, Inc. and its subsidiaries.
PRINCIPAL PRODUCTS
The Company determined it was appropriate to define its operations into two
business segments for fiscal 1997 (See Note 16, "Business Segment Information"
in the Company's Annual Report to Shareholders for the year ended August 30,
1997). However, during each of the last five fiscal years, at least 91% of the
revenues of the Company were derived from recreational vehicle products.
The following table sets forth the respective contribution to the Company's net
revenues by product class for each of the last five fiscal years (dollars in
thousands):
Fiscal Year Ended (1)
--------------------------------------------------------------------
August 30, August 31, August 26, August 27, August 28,
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
Motor Homes (Class A and C) ........ $ 381,191 $ 432,212 $ 402,435 $ 385,319 $ 326,861
87.0% 89.2% 87.5% 88.9% 89.4%
Other Recreation
Vehicle Revenues (2) .......... 19,771 17,166 19,513 21,903 17,655
4.5% 3.5% 4.2% 5.1% 4.8%
Other Manufactured Products
Revenues (3) .................. 35,750 34,020 36,961 25,184 20,344
8.2% 7.0% 8.0% 5.8% 5.6%
---------- ---------- ---------- ---------- ----------
Total Manufactured
Products Revenues ....... 436,712 483,398 458,909 432,406 364,860
99.7% 99.7% 99.7% 99.8% 99.8%
Finance Revenues (4) .............. 1,420 1,406 1,220 831 595
.3% .3% .3% .2% .2%
---------- ---------- ---------- ---------- ----------
Total Net Revenues ................ $ 438,132 $ 484,804 $ 460,129 $ 433,237 $ 365,455
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 are
appropriately restated to exclude the Company's discontinued Cycle-Sat,
Inc. (Cycle-Sat) subsidiary's revenues from satellite courier and tape
duplication services and discontinued North Iowa Electronics, Inc.
(NIE) subsidiary's revenues from contract assembly of a variety of
electronic products.
(2) Primarily EuroVan Campers, recreation vehicle related parts, recreation
vehicle service revenue and van conversions.
(3) Primarily sales of extruded aluminum, commercial vehicles and component
products for other manufacturers.
(4) Winnebago Acceptance Corporation (WAC) revenues from dealer financing.
Unit sales of the Company's principal recreation vehicles for the last five
fiscal years were as follows:
Fiscal Year Ended (1)
----------------------------------------------------------
August 30, August 31, August 26, August 27, August 28,
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
Unit Sales:
Class A ............................. 4,834 5,893 5,993 6,820 6,095
Class C ............................. 2,724 2,857 2,853 1,862 1,998
---------- ---------- ---------- ---------- ----------
Total Motor Homes ............... 7,558 8,750 8,846 8,682 8,093
Class B Conversions (EuroVan Camper).. 1,205 857 1,014 376 ---
(1) The fiscal year ended August 31, 1996 contained 53 weeks; all other
fiscal years in the table contained 52 weeks.
The primary use of recreation vehicles 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 recreation vehicles are generally
influenced by this pattern in retail sales, but can also be affected by the
level of dealer inventory. The Company has generally manufactured recreation
vehicles during the entire year, both for immediate delivery and for inventory
to satisfy the peak selling season.
Order backlog information is not deemed significant to understand the Company's
business.
Presently, the Company meets its working capital and capital equipment
requirements and cash requirements of subsidiaries with funds generated
internally and funds from agreements with financial institutions. Since March
26, 1992, the Company has had a financing and security agreement with
NationsCredit Corporation (See Note 7, "Notes Payable" in the Company's Annual
Report to Shareholders for the year ended August 30, 1997).
RECREATION VEHICLES
MOTOR HOMES - A motor home is a self-propelled mobile dwelling used primarily as
a temporary dwelling during vacation and camping trips.
Recreation Vehicle Industry Association (RVIA) classifies motor homes into three
types (Class A, Class B and Class C). The Company currently manufactures Class A
and C motor homes and converts Class B motor homes.
Class A models are conventional motor homes constructed directly on medium-duty
truck chassis which include the engine and drivetrain components. The living
area and driver's compartment are designed and produced by the recreation
vehicle manufacturer.
Class B models are panel-type trucks to which sleeping, kitchen and toilet
facilities are added. These models also have a top extension added to them for
more head room.
Class C models are mini motor homes built on van-type chassis onto which the
manufacturer constructs a living area with access to the driver's compartment.
Certain models of the Company's Class C units include van-type driver's
compartments built by the Company.
The Company currently manufactures and sells motor homes primarily under the
Winnebago, Itasca, Vectra, Rialta and Luxor brand names. The Class A and Class C
motor homes generally provide living accommodations for four to seven persons
and include kitchen, dining, sleeping and bath areas, and in some models, a
lounge. Optional equipment accessories include, among other items, air
conditioning, electric power plant, stereo system and a wide selection of
interior equipment. The Company converts Class B motor homes under the EuroVan
Camper brand name, which are distributed through the Volkswagen dealer
organization.
The Company offers, with the purchase of any new Winnebago, Itasca, Vectra or
Luxor motor home, a comprehensive 12-month/15,000-mile warranty, a
3-year/36,000-mile warranty on sidewalls and slide-out room assemblies, and a
10-year fiberglass roof warranty. The Rialta has a 2-year/24,000-mile warranty.
The Company's motor homes are sold by dealers in the retail market at prices
ranging from approximately $40,000 to more than $210,000, depending on size and
model, plus optional equipment and delivery charges.
The Company currently manufactures Class A and Class C motor homes ranging in
length from 26 to 37 feet and 22 to 31 feet, respectively. Class B motor homes
converted by the Company (EuroVan Camper) are 17 feet in length.
NON-RECREATION VEHICLE ACTIVITIES
OEM, COMMERCIAL VEHICLES, AND OTHER PRODUCTS
OEM - Original equipment manufacturer sales of component parts such as aluminum
extrusions, metal stamping, rotational moldings, vacuum formed plastics and
fiberglass to outside manufacturers.
Commercial Vehicles - Commercial vehicles sales are custom shells designed
specifically for the buyer's special needs and requirements.
Other Products - Sales of molded plastic docks for marine applications.
WINNEBAGO ACCEPTANCE CORPORATION - WAC engages in floor plan and rental unit
financing for a limited number of the Company's dealers.
DISCONTINUED ACTIVITIES -
On November 19, 1996, the Company sold all of the assets of its Cycle-Sat
subsidiary, a distributor of satellite courier and tape duplication services, to
Vyvx, Inc., a subsidiary of The Williams Companies, Inc., Tulsa, Oklahoma. See
Note 2, "Discontinued Operations - Sale of Cycle-Sat Subsidiary" in the
Company's Annual Report to Shareholders for the year ended August 30, 1997.
The Company discontinued its van conversion operations in fiscal 1995.
The Company sold a majority of the assets of its NIE subsidiary, a contract
assembler of a variety of electronic products, on August 8, 1993. See Note 3,
"Discontinued Operations - Disposal of Electronic Component Assembly Segment" in
the Company's Annual Report to Shareholders for the year ended August 30, 1997.
PRODUCTION
The Company's Forest City facilities have been designed to provide vertically
integrated production line manufacturing. The Company also operates a fiberglass
manufacturing facility in Hampton, Iowa, and a sewing operation in Lorimor,
Iowa. The Company manufactures the majority of the components utilized in its
motor homes, with the exception of the chassis, engines, auxiliary power units
and appliances.
Most of the raw materials and components utilized by the Company are obtainable
from numerous sources. The Company believes that substitutes for raw materials
and components, with the exception of chassis, would be obtainable with no
material impact on the Company's operations. The Company purchases Class A and C
chassis from General Motors Corporation - Chevrolet Motor Division and Ford
Motor Company; Class C chassis from Volkswagen of America, Inc.; and Class A
chassis from Freightliner Custom Chassis Corporation. Class B chassis from
Volkswagen of America, Inc. are utilized in the Company's Rialta motor home and
the EuroVan Camper. Only two vendors accounted for as much as five percent of
the Company's purchases in fiscal 1997, Ford Motor Company and General Motors
Corporation (approximately 30 percent, in the aggregate).
Motor home bodies are made from various materials and structural components
which are typically laminated into rigid, lightweight panels. Body designs are
developed with computer design and analysis, and subjected to a variety of tests
and evaluations to meet Winnebago standards and requirements.
The Company manufactures picture windows, lavatories, and all of the doors,
cabinets, shower pans, waste holding tanks, wheel wells and sun visors used in
its recreation vehicles. In addition, the Company produces most of the bucket
seats, upholstery items, lounge and dinette seats, seat covers, mattresses,
decorator pillows, curtains and drapes.
The Company produces substantially all of the raw, liquid-painted and
powder-coated aluminum extrusions used for interior and exterior trim in its
recreation vehicles. The Company also sells aluminum extrusions to over 130
customers.
DISTRIBUTION AND FINANCING
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 and other foreign countries. Foreign sales, including
Canada, were less than 8.5 percent of net revenues in fiscal 1997. As of August
30, 1997 and August 31, 1996, the motor home dealer organization in the United
States and Canada included approximately 340 dealers. During fiscal 1997, 11
dealers accounted for approximately 25 percent of motor home unit sales, and
only one dealer accounted for more than seven percent (7.1%) of motor home unit
sales.
Winnebago Industries Europe GmbH, a wholly owned subsidiary, was sold in August
1997 (See Note 16, "Business Segment Information," in the Company's Annual
Report to Shareholders for the year ended August 30, 1997). All international
sales (except Canada) are now handled by eight distributors who market the
Company's recreation vehicles within ten foreign countries.
The Company has sales agreements with dealers which are renewed on an annual or
bi-annual basis. Many of the dealers are also engaged in other areas of
business, including the sale of automobiles, and many dealers carry one or more
competitive lines. The Company continues to place high emphasis on the
capability of its dealers to provide complete service for its recreation
vehicles. Dealers are obligated to provide full service for owners of the
Company's recreation vehicles, or in lieu thereof, to secure such service at
their own expense from other authorized firms.
At August 30, 1997, the Company had a staff of 37 people engaged in field sales
and service to the motor home dealer organization.
The Company advertises and promotes its products through national RV magazines
and cable TV networks and on a local basis through trade shows, television,
radio and newspapers, primarily in connection with area dealers.
Substantially all sales of recreation vehicles to dealers are made on cash
terms. 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 dealer's 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 invoice price and provide for periodic liability reductions
based on the time since the date of the invoice. The Company's contingent
liability on all repurchase agreements was approximately $115,637,000 and
$129,135,000 at August 30, 1997 and August 31, 1996, respectively. Included in
these contingent liabilities are approximately $24,868,000 and $33,216,000,
respectively, of certain dealer receivables subject to recourse (See Note 10,
"Contingent Liabilities and Commitments" in the Company's Annual Report to
Shareholders for the year ended August 30, 1997). The Company's contingent
liability under repurchase agreements varies significantly from time to time,
depending upon seasonal shipments, competition, dealer organization, gasoline
supply and availability of bank financing.
COMPETITION
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.
The Company is a leading manufacturer of motor homes. For the 12 months ended
August 31, 1997, Recreation Vehicle Industry Association (RVIA) reported factory
shipments of 36,900 Class A motor homes, 4,100 Class B motor homes and 13,300
Class C motor homes. Unit sales of such products by the Company for the last
five fiscal years are shown elsewhere in this report. The Company is not a
significant factor in the markets for its other recreation vehicle products and
its non-recreation vehicle products and services.
REGULATION, TRADEMARKS AND PATENTS
The plumbing, heating and electrical systems manufactured and installed in all
of the Company's motor homes are manufactured and installed to meet National
Fire Protection Association 501C (American National Standards Institute 119.2)
as well as Federal Motor Vehicle Safety Standards applicable to motor homes. A
variety of other federal and state regulations pertaining to safety in
recreation vehicles have been adopted or are proposed from time to time. The
Company believes that it is in compliance with all such existing regulations and
while it is not able to predict what effect the adoption of any such future
regulations will have on its business, it is confident of its ability to equal
or exceed any reasonable safety standards.
The Company has several registered trademarks, including Winnebago, Itasca,
Minnie Winnie, Brave, Sunrise, Adventurer, Spirit, Suncruiser, Sundancer,
Warrior, Vectra, Luxor, Rialta, Minnie, Thermo-Panel and Thermo-Steel.
RESEARCH AND DEVELOPMENT
During fiscal 1997, 1996 and 1995, the Company spent approximately $1,695,000,
$801,000 and $2,216,000, respectively, on research and development activities.
These activities involved the equivalent of 24, 12 and 23 full-time employees
during fiscal 1997, 1996 and 1995, respectively.
HUMAN RESOURCES
As of September 1, 1997, 1996 and 1995, the Company employed approximately
2,830, 3,150 and 3,010 persons, respectively. Of these, approximately 2,270,
2,250 and 2,240 persons, respectively, were engaged in manufacturing and
shipping functions. None of the Company's employees are covered under a
collective bargaining agreement.
ITEM 2. Properties
The Company's manufacturing, maintenance and service operations are conducted in
multi-building complexes owned by the Company, containing an aggregate of
approximately 1,452,000 square feet in Forest City, Iowa. The Company also owns
698,000 square feet of warehouse facilities located in Forest City. The Company
leases approximately 235,000 square feet of its unoccupied manufacturing
facilities in Forest City to others. The Company also owns a manufacturing
facility (74,000 square feet) in Hampton, Iowa. The Company leases a storage
facility (25,000 square feet) in Hampton, Iowa and a manufacturing facility
(17,200 square feet) in Lorimor, Iowa. Leases on the above facilities expire at
various dates, the earliest of which is January 1, 1998. In fiscal 1989, the
Company purchased a 308,000 square foot shopping mall on 30 acres in Temple,
Texas (this facility was sold in August 1997). In fiscal 1993, Winnebago
Industries Europe GmbH purchased a distribution and service facility consisting
of approximately 16,700 square feet and located on approximately six acres of
land in Kirkel, Germany (this facility was sold in August 1997). The Company's
facilities in Forest City are located on approximately 780 acres of land, all
owned by the Company.
Most of the Company's buildings are of steel or steel and concrete construction
and are fire resistant with high-pressure sprinkler systems, dust collector
systems, automatic fire doors and alarm systems. The Company believes that its
facilities and equipment are well maintained, in excellent condition, suitable
for the purposes for which they are intended and adequate to meet the Company's
needs for the foreseeable future.
ITEM 3. Legal Proceedings
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.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Executive Officers of the Registrant
NAME OFFICE (YEAR FIRST ELECTED AN OFFICER) AGE
- --------------------- ------------------------------------------------------- ---------
Fred G. Dohrmann + Chairman of the Board & Chief Executive Officer (1989) 65
Bruce D. Hertzke + President & Chief Operating Officer (1989) 46
Edwin F. Barker Vice President, Chief Financial Officer (1980) 50
Raymond M. Beebe Vice President, General Counsel & Secretary (1974) 55
Ronald D. Buckmeier Vice President, Product Development (1997) 50
Brian J. Hrubes Controller (1996) 46
James P. Jaskoviak Vice President, Sales and Marketing (1994) 45
Robert J. Olson Vice President, Manufacturing (1996) 46
Joseph L. Soczek, Jr. Treasurer (1996) 54
+ Director
Officers are elected annually by the Board of Directors. All of the foregoing
officers have been employed by the Company as officers or in other responsible
positions for at least the last five years.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Reference is made to information concerning the market for the Company's common
stock, cash dividends and related stockholder matters on page 32 of the
Company's Annual Report to Shareholders for the year ended August 30, 1997,
which information is incorporated by reference herein. On October 16, 1997, the
Board of Directors declared a cash dividend of $.10 per common share payable
January 5, 1998 to shareholders of record on December 5, 1997. The Company paid
dividends of $.20 per common share during fiscal year 1997 and $.30 per common
share during fiscal 1996.
ITEM 6. Selected Financial Data
Reference is made to the information included under the caption "Selected
Financial Data" on page 31 of the Company's Annual Report to Shareholders for
the year ended August 30, 1997, which information is incorporated by reference
herein.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reference is made to the information under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 10
through 13 of the Company's Annual Report to Shareholders for the year ended
August 30, 1997, which information is incorporated by reference herein.
ITEM 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company which appear on pages 14
through 29 and the report of the independent accountants which appears on page
30, and the supplementary data under "Interim Financial Information (Unaudited)"
on page 9 of the Company's Annual Report to Shareholders for the year ended
August 30, 1997, are incorporated by reference herein.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Reference is made to the table entitled Executive Officers of the Registrant in
Part One of this report and to the information included under the caption
"Election of Directors" in the Company's Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held December 17, 1997, which information is
incorporated by reference herein.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10 percent of the Company's
common stock (collectively "REPORTING PERSONS") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. Reporting Persons are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such forms received or written
representations from certain Reporting Persons that no Forms 5 were required for
those persons, the Company believes that, during fiscal year 1997, all the
Reporting Persons complied with all applicable filing requirements. Mr. Gerald
E. Boman, a director of the Company, inadvertently omitted to file a Form 5 for
fiscal 1996 reporting an aggregate of eight gifts of common stock by Mr. Boman
and his wife. These transactions were reported in an amended Form 5 for fiscal
1997.
ITEM 11. Executive Compensation
Reference is made to the information included under the caption "Executive
Compensation" in the Company's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 17, 1997, which information is
incorporated by reference herein.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Reference is made to the share ownership information included under the caption
"Voting Securities and Principal Holders Thereof" in the Company's Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held December
17, 1997, which information is incorporated by reference herein.
ITEM 13. Certain Relationships and Related Transactions
Reference is made to the information included under the caption "Certain
Transactions with Management" in the Company's Proxy Statement for the Annual
Meeting of Shareholders scheduled to be held December 17, 1997, which
information is incorporated by reference herein.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. The consolidated financial statements of the Company are
incorporated by reference in ITEM 8 and an index to financial
statements appears on page 13 of this report.
2. Consolidated Financial Statement Schedules Winnebago
Industries, Inc. and Subsidiaries
PAGE
----
Report of Independent Auditors on Supplemental
Financial Schedule 14
II. Valuation and Qualifying Accounts 15
All schedules, other than Schedule II, are omitted because of the
absence of the conditions under which they are required or because the
information required is shown in the consolidated financial statements
or the notes thereto.
(a) 3. Exhibits
See Exhibit Index on page 16.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into registrant's Registration Statements on Form S-8 Nos. 2-40316
(which became effective on or about June 10, 1971), 2-82109 (which became
effective on or about March 15, 1983), 33-21757 (which became effective on or
about May 31, 1988), 33-59930 (which became effective on or about March 24,
1993) and 333-31595 (which became effective on or about July 18, 1997).
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnifi-cation by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WINNEBAGO INDUSTRIES, INC.
By /s/ Fred G. Dohrman
Chairman of the Board
SIGNATURE CAPACITY
/s/ Fred G. Dohrmann
Fred G. Dohrmann Chairman of the Board, Chief Executive
Officer and Director
/s/ Edwin F. Barker
Edwin F. Barker Vice President, Chief Financial Officer
/s/ Gerald E. Boman
Gerald E. Boman Director
/s/ Jerry N. Currie
Jerry N. Currie Director
/s/ John V. Hanson
John V. Hanson Director
/s/ Bruce D. Hertzke
Bruce D. Hertzke Director
/s/ Gerald C. Kitch
Gerald C. Kitch Director
/s/ Richard C. Scott
Richard C. Scott Director
/s/ Joseph M. Shuster
Joseph M. Shuster Director
/s/ Frederick M. Zimmerman
Frederick M. Zimmerman Director
/s/ Francis L. Zrostlik
Francis L. Zrostlik Director
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *PAGE
- ------------------------------------------- -----
Independent Auditors' Report 30
Consolidated Balance Sheets 14 - 15
Consolidated Statements of Operations 16
Consolidated Statements of Cash Flows 17
Consolidated Statements of Changes in Stockholders' Equity 18
Notes to Consolidated Financial Statements 19 - 29
* Refers to respective pages in the Company's 1997 Annual Report to
Shareholders, a copy of which is attached hereto, which pages are
incorporated herein by reference.
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Winnebago Industries, Inc.
Forest City, Iowa
We have audited the consolidated financial statements of Winnebago Industries,
Inc. and subsidiaries (the Company) as of August 30, 1997 and August 31, 1996
and for each of the three years in the period ended August 30, 1997 and have
issued our report thereon dated October 21, 1997. Such consolidated financial
statements and report are included in your fiscal 1997 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also included
the consolidated financial statement schedule of Winnebago Industries, Inc. and
subsidiaries, as listed in Item 14(a)2. This consolidated financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such consolidated
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ Deloitte & Touch LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
October 21, 1997
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
--------------------------------------------------------------------------------
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F
- ------------------------------------- ----------- ------------------------- ------------ ----------- -----------
ADDITIONS
(REDUCTIONS)
BALANCE AT CHARGED TO BALANCE
BEGINNING COST AND BAD DEBTS DEDUCTIONS AT END OF
PERIOD AND DESCRIPTION OF PERIOD EXPENSES RE-COVERIES CHARGE-OFFS OTHER* PERIOD
- ------------------------------------- ----------- ------------ ----------- ------------ ----------- -----------
Year Ended August 30, 1997:
Allowance for doubtful
accounts receivable $ 702 $ 730 $ 1 $ 4 $ --- $ 1,429
Allowance for doubtful
dealer receivables 197 (160) 118 --- --- 155
Allowance for excess and
obsolete inventory 569 1,319 --- 1,074 --- 814
Allowance for doubtful
notes receivable 797 668 --- --- --- 1,465
Year Ended August 31, 1996:
Allowance for doubtful
accounts receivable 1,128 359 --- 329 (456) 702
Allowance for doubtful
dealer receivables 255 (70) 29 17 --- 197
Allowance for excess and
obsolete inventory 669 1,301 --- 1,401 --- 569
Allowance for doubtful
notes receivable 950 (324) --- 285 456 797
Year Ended August 26, 1995:
Allowance for doubtful
accounts receivable 1,472 (228) 19 135 --- 1,128
Allowance for doubtful
dealer receivables 279 47 11 82 --- 255
Allowance for excess and
obsolete inventory 1,370 1,425 --- 2,126 --- 669
Allowance for doubtful
notes receivable 2,024 --- --- 1,074 --- 950
* Includes transfers of reserves from doubtful dealer receivables to doubtful
accounts and from doubtful accounts to long-term notes receivable.
EXHIBIT INDEX
3a. Articles of Incorporation previously filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 27, 1988
(Commission File Number 1-6403), and incorporated by reference herein.
3b. Amended Bylaws of the Registrant.
4a. Restated Inventory Floor Plan Financing Agreement between Winnebago
Industries, Inc. and NationsCredit Corporation previously filed with
the Registrant's Annual Report on Form 10-K for the fiscal year ended
August 27, 1994 (Commission File Number 1-6403), and incorporated by
reference herein and the First Amendment dated October 31, 1995
thereto.
4b. Restated Financing and Security Agreement dated July 6, 1995 between
Winnebago Industries, Inc. and NationsCredit Commercial Corporation
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 26, 1995 (Commission File Number 1-6403),
and incorporated by reference herein.
10a. Winnebago Industries, Inc. Stock Option Plan for Outside Directors
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 29, 1992 (Commission File Number 1-6403),
and incorporated by reference herein.
10b. Amendment to Winnebago Industries, Inc. Deferred Compensation Plan
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 26, 1995 (Commission File Number 1-6403),
and incorporated by reference herein.
10c. Amendment to Winnebago Industries, Inc. Profit Sharing and Deferred
Savings and Investment Plan previously filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 26, 1995
(Commission File Number 1-6403), and incorporated by reference herein.
10d. Winnebago Industries, Inc. Book Unit Rights Plan previously filed with
the Registrant's Annual Report on Form 10-K for the fiscal year ended
August 29, 1987 (Commission File Number 1-6403), and incorporated by
reference herein.
10e. Winnebago Industries, Inc. 1987 Non-Qualified Stock Option Plan
previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 29, 1987 (Commission File Number 1-6403),
and incorporated by reference herein.
10f. Winnebago Industries, Inc. RV Incentive Compensation Plan.
10g. Winnebago Industries, Inc. Employee's Stock Bonus Plan and Trust
Agreement previously filed with the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1996 (Commission File Number
1-6403) and incorporated by reference herein.
10h. Winnebago Industries, Inc. Directors' Deferred Compensation Plan.
10i. Winnebago Industries, Inc. 1997 Stock Option Plan.
13. Winnebago Industries, Inc. Annual Report to Shareholders for the year
ended August 30, 1997.
21. List of Subsidiaries.
23. Consent of Independent Auditors.
27. Financial Data Schedule.