Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 23, 2024

Winnebago Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)

Minnesota

001-06403

42-0802678

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

13200 Pioneer Trail

Eden Prairie

Minnesota

55347

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code:   [phone]

______________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report.) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.50 par value per share			WGO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐    

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Item 2.02 Results of Operations and Financial Condition.

On October 23, 2024, Winnebago Industries, Inc. issued a press release to report financial results for the fourth quarter and full year of Fiscal 2024 ended August 31, 2024. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Exhibit 99.1 includes non-GAAP financial measures related to our operations. Certain of these non-GAAP measures may be discussed in our earnings conference call for the fourth quarter and full year of Fiscal 2024. In addition, Exhibit 99.1 includes reconciliations of these GAAP to non-GAAP measures as well as an explanation of why these non-GAAP measures provide useful information to investors and how management uses these non-GAAP measures. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from our results should be carefully evaluated.

The information set forth in this Item 2.02, including Exhibit 99.1, of this Form 8-K shall be deemed "furnished" pursuant to Item 2.02 and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

    

			Exhibit Number			Description
			99.1			Press Release of Winnebago Industries, Inc. dated October 23, 2024
			104			Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WINNEBAGO INDUSTRIES, INC.

Date:

October 23, 2024

By:

/s/ Bryan L. Hughes

Bryan L. Hughes

Chief Financial Officer and Senior Vice President

(Principal Financial and Accounting Officer)

Exhibit 99.1

			News Release

WINNEBAGO INDUSTRIES REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2024 RESULTS

-- Full Year Operating Cash Flow of $143.9 Million Supports Company’s Strategic Growth Investments --

-- $106.8 Million Returned to Shareholders via Repurchases and Dividends in FY 2024, Despite Challenging Market Environment --

-- Leadership Changes at Winnebago Branded Businesses Aimed at Strengthening Market Position --

-- Company Issues Fiscal 2025 Financial Guidance --

EDEN PRAIRIE, MINNESOTA, October 23, 2024 -- Winnebago Industries, Inc. (NYSE: WGO), a leading outdoor lifestyle product manufacturer, today reported financial results for the Company's fourth quarter and full year Fiscal 2024.

Fourth Quarter Fiscal 2024 Financial Summary

•Revenues of $720.9 million

•Gross profit of $94.2 million, representing 13.1% gross margin

•Net loss per diluted share of $1.01 (includes goodwill impairment)

•Adjusted net earnings per diluted share of $0.28(1)

•Net cash from operations of $40.7 million

Full Year Fiscal 2024 Financial Summary

•Revenues of $2,973.5 million

•Gross profit of $433.5 million, representing 14.6% gross margin

•Net earnings per diluted share of $0.44 (includes goodwill impairment and loss on note repurchase)

•Adjusted net earnings per diluted share of $3.40(1)

•Net cash from operations of $143.9 million

CEO Commentary

“Winnebago Industries’ fourth quarter performance fell short of our expectations, primarily reflecting the sluggish retail demand environment and operating inefficiencies within our Winnebago branded businesses,” said Michael Happe, the Company’s President and Chief Executive Officer. “The RV industry continues to face various headwinds, including uncertain retail conditions, higher inventory carrying costs and slightly elevated inventories in the motorhome segment, leading to continued dealer hesitancy and increased promotional efforts. Despite the challenging operating conditions, in the fourth quarter we continued to focus on the variables within our control. We prioritized profitability and cash generation, aggressively managed inventory, and invested in new products and technologies to drive future growth.

“As evidenced by the recent launch of the Lineage Series M, Grand Design’s first motorized RV, product innovation remains a centerpiece of our long-term strategy,” Happe said. “We are continuously evolving our offerings to strike the right balance between cutting-edge features and the growing consumer preference for affordability, highlighted by products such as the Grand

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Design Reflection 100 Series, the Grand Design Influence and the Winnebago Access. As we begin Fiscal 2025, our RV and marine brands are intensifying their efforts to deliver exceptional value to consumers across a range of price points.

“In recent weeks, we have implemented leadership changes to enhance our Winnebago Motorhome and Winnebago Towables businesses, both of which have underperformed in recent quarters,” Happe said. “Chris West, who previously served as Senior Vice President of Enterprise Operations and Barletta Boats, has been named President of the Winnebago branded Motorhome and Specialty Vehicles business. Don Clark, President of Grand Design and a proven leader with an unmatched track record of success and understanding of the RV industry over the last 40 years, has been promoted to Group President and will augment his responsibilities by providing executive oversight for the Winnebago Towables business. The extensive industry knowledge and leadership skills Chris and Don bring to their new roles will be invaluable in further enhancing Winnebago brand’s influence, impact, and market share through new products and technology innovations.”

Fourth Quarter Fiscal 2024 Results

Revenues were $720.9 million, a decrease of 6.5% compared to $771.0 million in the fourth quarter of last year, driven primarily by product mix, partially offset by higher unit volume.

Gross profit was $94.2 million, a decrease of 26.1% compared to $127.5 million in the fourth quarter of last year. Gross profit margin decreased 340 basis points in the quarter to 13.1%, reflecting higher warranty expense, operational challenges, and deleverage.

Operating expenses were $112.0 million, an increase of 60.4% compared to $70.0 million in the fourth quarter of last year. This increase was primarily driven by a $30.3 million impairment charge associated with the Chris-Craft reporting unit, start-up costs associated with the launch of the Grand Design motorized business, and strategic investments in engineering, digital technology development and increased data and information technology capabilities. The decline in fair value of the Chris-Craft reporting unit was driven primarily by softening in the marine industry as a result of sustained macroeconomic challenges impacting consumer demand, such as inflationary pressures and elevated interest rates, and the current uncertainty regarding the timing and degree of an economic recovery.

Operating loss was $17.8 million compared to operating income of $57.5 million in the fourth quarter of last year.

Net loss was $29.1 million, compared to net income of $43.8 million in the fourth quarter of last year. Reported net loss per diluted share was $1.01, compared to reported net earnings per diluted share of $1.28 in the fourth quarter of last year. Adjusted earnings per diluted share was $0.28(1), a decrease of 80.1% compared to adjusted earnings per diluted share of $1.41(1) in the fourth quarter of last year.

Consolidated Adjusted EBITDA was $28.7 million, a decrease of 60.6%, compared to $72.9 million last year.

Full Year Fiscal 2024 Results

Revenues were $3.0 billion, a decrease of 14.8% compared to $3.5 billion in Fiscal 2023, driven primarily by product mix and lower unit sales related to market conditions.

Gross profit was $433.5 million, a decrease of 26.0% compared to $586.1 million in Fiscal 2023. Gross profit margin decreased 220 basis points year-over-year to 14.6% as a result of deleverage, higher warranty expense, and operational challenges.

Operating expenses were $333.3 million, an increase of 16.8% compared to $285.4 million in Fiscal 2023. The increase was primarily due to the goodwill impairment charge associated with the Chris-Craft reporting unit, a full year of Lithionics operations and increased intangible amortization, start-up costs associated with the launch of the Grand Design motorized business, and strategic investments in engineering, digital technology development, and increased data and information technology capabilities, partially offset by lower incentive-based compensation.

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Operating income was $100.2 million, a decrease of 66.7% compared to $300.7 million in Fiscal 2023.

Net income was $13.0 million, compared to net income of $215.9 million in Fiscal 2023. Reported earnings per diluted share was $0.44, compared to reported earnings per diluted share of $6.23 in the same period last year. Adjusted earnings per diluted share was $3.40(1), a decrease of 49.8% compared to adjusted earnings per diluted share of $6.77(1) in Fiscal 2023.

Consolidated Adjusted EBITDA was $190.6 million, a decrease of 46.3%, compared to $354.7 million last year.

Fourth Quarter and Fiscal 2024 Segments Summary

Towable RV

			Three Months Ended
($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Net revenues			$	317.0					$	341.4					(7.2)		%
Adjusted EBITDA			$	20.6					$	42.7					(51.9)		%
Adjusted EBITDA Margin			6.5		%				12.5		%				(600) bps

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

•Revenues for the Towable RV segment were down compared to the prior year, primarily driven by a reduction in average selling price per unit related to product mix, partially offset by an increase in unit volume.

•Segment Adjusted EBITDA margin decreased compared to the prior year, primarily driven by higher warranty expense due to a favorable prior year trend, deleverage from a reduction in average selling price per unit related to product mix, and operational challenges in our Winnebago branded towable business.

			Year Ended
($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Net revenues			$	1,318.8					$	1,415.3					(6.8)		%
Adjusted EBITDA			$	122.4					$	172.1					(28.9)		%
Adjusted EBITDA Margin			9.3		%				12.2		%				(290) bps

($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Backlog			$	137.1					$	208.1					(34.1)		%

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

•Revenues for the Towable RV segment were down compared to the prior year, primarily driven by a reduction in average selling price per unit related to product mix and targeted price reductions, partially offset by an increase in unit volume.  

•Segment Adjusted EBITDA margin decreased compared to the prior year, primarily driven by deleverage, higher warranty expense due to a favorable prior year trend, and operational challenges at our Winnebago branded towable business.

•Backlog decreased due to current market conditions and a cautious dealer network as well as reduced order lead times due to production capacity.

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Motorhome RV

			Three Months Ended
($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Net revenues			$	308.0					$	317.7					(3.1)		%
Adjusted EBITDA			$	13.0					$	22.4					(41.9)		%
Adjusted EBITDA Margin			4.2		%				7.0		%				(280) bps

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

•Revenues for the Motorhome RV segment were down from the prior year due to product mix and a decline in unit volume related to market conditions, partially offset by price increases related to higher motorized chassis costs.

•Segment Adjusted EBITDA margin decreased compared to the prior year primarily due to deleverage, operational challenges, and higher warranty expense.

			Year Ended
($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Net revenues			$	1,279.8					$	1,560.1					(18.0)		%
Adjusted EBITDA			$	73.7					$	142.0					(48.1)		%
Adjusted EBITDA Margin			5.8		%				9.1		%				(330) bps

($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Backlog			$	234.4					$	688.6					(66.0)		%

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

•Revenues for the Motorhome RV segment were down from the prior year due to a decline in unit volume related to market conditions and higher levels of discounts and allowances, partially offset by price increases related to higher motorized chassis cost.

•Segment Adjusted EBITDA margin decreased compared to the prior year, primarily due to deleverage, higher warranty expense, and operational challenges, partially offset by cost containment efforts.

•Backlog decreased due to current market conditions and a cautious dealer network.

Marine

			Three Months Ended
($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Net revenues			$	80.5					$	96.4					(16.6)		%
Adjusted EBITDA			$	5.5					$	10.3					(45.7)		%
Adjusted EBITDA Margin			6.9		%				10.6		%				(370) bps

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

•Revenues for the Marine segment were down from the prior year, primarily driven by product mix, and a decline in unit volume related to market conditions and dealer destocking, partially offset by targeted price increases.

•Segment Adjusted EBITDA margin decreased compared to the prior year, primarily due to deleverage, and higher discounts and allowances, partially offset by targeted price increases.

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			Year Ended
($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Net revenues			$	325.5					$	469.7					(30.7)		%
Adjusted EBITDA			$	25.6					$	60.5					(57.6)		%
Adjusted EBITDA Margin			7.9		%				12.9		%				(500) bps

($, in millions)			August 31, 2024						August 26, 2023						Change(1)
Backlog			$	260.0					$	194.7					33.5		%

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

•Revenues for the Marine segment were down from the prior year, primarily driven by a decline in unit volume related to market conditions and product mix.

•Segment Adjusted EBITDA margin decreased compared to the prior year, primarily due to deleverage, partially offset by lower incentive-based compensation and cost containment efforts.

•Backlog increased primarily driven by the improvement in inventory position with dealers and continued market share growth.

Balance Sheet and Cash Flow

As of August 31, 2024, cash and cash equivalents were $330.9 million, compared with $309.9 million as of the end of Fiscal 2023. Total outstanding debt was $696.2 million ($709.3 million of debt, net of debt issuance costs of $13.1 million) with working capital of $584.0 million. Cash flow provided by operations was $40.7 million in the Fiscal 2024 fourth quarter. With a cash balance of $330.9 million and an undrawn asset-backed revolving credit facility of $350.0 million, the Company maintains meaningful financial flexibility, supported by its strong balance sheet and robust liquidity.

Quarterly Cash Dividend and Share Repurchases

On August 15, 2024, the Company’s Board of Directors approved a 10% increase in the quarterly cash dividend of $0.34 per share. The dividend was paid on September 25, 2024, to common stockholders of record at the close of business on September 11, 2024. In addition, Winnebago Industries executed share repurchases of $10.0 million during the Fiscal 2024 fourth quarter, bringing its total share repurchases for the Fiscal year to $70.0 million.

Business Outlook and Financial Guidance

For calendar year 2025, Winnebago Industries anticipates total North American RV wholesale shipments in the range of 320,000 to 350,000 units. Based on this outlook and the current business environment, the Company expects Fiscal 2025 consolidated revenues in the range of $2.9 billion to $3.2 billion, reported earnings per diluted share of $2.40 to $3.90(2) and adjusted earnings per diluted share of $3.00 to $4.50(2). The Company’s outlook takes into account prevailing trends in the RV sector, including competitive dynamics, shifts in consumer preferences, and key macroeconomic factors that may influence overall demand.

“We enter Fiscal 2025 confident in the long-term prospects of our business, optimism that is grounded in the strong market potential of our latest product innovations,” Happe said. “Although the recent easing of interest rates is expected to bolster consumer demand as we move into the second half of the 2025 calendar year, near-term visibility remains limited due to the potential for further economic instability and the likelihood of continued industry-wide destocking within the motorhome RV category.

“Amid this complex and dynamic market environment, we are managing capacity, output, and cost in a highly disciplined manner," said Bryan Hughes, the Company’s Senior Vice President and Chief Financial Officer. "We are focused on leveraging

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our strengths, optimizing our product mix, and maintaining operational flexibility to capitalize on opportunities that position our portfolio of premium brands to gain share as market conditions improve. We are committed to investing in our core competencies and enhancing the customer experience through new products and technologies, while maintaining a balanced approach to capital allocation that we believe will enable us to create value for our shareholders over the long term.”

Q4 FY 2024 Conference Call

Winnebago Industries, Inc. will discuss fourth quarter and full year Fiscal 2024 earnings results during a conference call scheduled for 9:00 a.m. Central Time today. Members of the news media, investors and the general public are invited to access a live broadcast of the conference call and view the accompanying presentation slides via the Investor Relations page of the Company's website at http://investor.wgo.net. The event will be archived and available for replay for the next 90 days.

About Winnebago Industries

Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. The Company builds high-quality motorhomes, travel trailers, fifth-wheel products, outboard and sterndrive powerboats, pontoons, and commercial community outreach vehicles. Committed to advancing sustainable innovation and leveraging vertical integration in key component areas, Winnebago Industries has multiple facilities in Iowa, Indiana, Minnesota and Florida. The Company’s common stock is listed on the New York Stock Exchange and traded under the symbol WGO. For access to Winnebago Industries' investor relations material or to add your name to an automatic email list for Company news releases, visit http://investor.wgo.net.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the business outlook and financial guidance for Fiscal 2025. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements, including, but not limited to general economic uncertainty in key markets and a worsening of domestic and global economic conditions or low levels of economic growth; availability of financing for RV and marine dealers and retail purchasers; competition and new product introductions by competitors; ability to innovate and commercialize new products; ability to manage our inventory to meet demand; risk related to cyclicality and seasonality of our business; risk related to independent dealers; risk related to dealer consolidation or the loss of a significant dealer; significant increase in repurchase obligations; ability to retain relationships with our suppliers and obtain components; business or production disruptions; inadequate management of dealer inventory levels; increased material and component costs, including availability and price of fuel and other raw materials; ability to integrate mergers and acquisitions; ability to attract and retain qualified personnel and changes in market compensation rates; exposure to warranty claims and product recalls; ability to protect our information technology systems from data security, cyberattacks, and network disruption risks and the ability to successfully upgrade and evolve our information technology systems; ability to retain brand reputation and related exposure to product liability claims; governmental regulation, including for climate change; increased attention to environmental, social, and governance ("ESG") matters, and our ability to meet our commitments; impairment of goodwill and trade names; risks related to our 2025 Convertible Notes, 2030 Convertible Notes, and Senior Secured Notes, including our ability to satisfy our obligations under these notes; and changes in recommendations or a withdrawal of coverage by third party security analysts. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the Company's filings with the Securities and Exchange Commission ("SEC") over the last 12 months, copies of which are available from the SEC or from the Company upon request. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any

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forward-looking statements contained in this release or to reflect any changes in the Company's expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Contacts

Investors: Ray Posadas

[e-mail]

Media: Dan Sullivan

[e-mail]

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Winnebago Industries, Inc.

Footnotes to News Release

Footnotes:

(1)     Beginning in the fourth quarter of Fiscal 2024, the Company updated its definition of Adjusted EPS to no longer adjust for the impact of a call spread overlay that was put in place upon the issuance of convertible notes, and which economically offsets dilution risk. Prior period amounts have been revised to conform to current year presentation.

(2)    Fiscal 2025 adjusted EPS guidance excludes the pretax impact of intangible amortization of approximately $22 million.

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Winnebago Industries, Inc.

Condensed Consolidated Statements of Income

(Unaudited and subject to reclassification)

			Three Months Ended
(in millions, except percent and per share data)			August 31, 2024												August 26, 2023
Net revenues			$	720.9					100.0		%				$	771.0					100.0		%
Cost of goods sold			626.7						86.9		%				643.5						83.5		%
Gross profit			94.2						13.1		%				127.5						16.5		%
Selling, general, and administrative expenses			75.6						10.5		%				64.3						8.3		%
Amortization			6.1						0.8		%				5.7						0.7		%
Goodwill impairment			30.3						4.2		%				—						—		%
Total operating expenses			112.0						15.6		%				70.0						9.1		%
Operating (loss) income			(17.8)						(2.5)		%				57.5						7.5		%
Interest expense, net			5.9						0.8		%				4.1						0.5		%
Non-operating loss (income)			2.2						0.3		%				(1.3)						(0.2)		%
(Loss) income before income taxes			(25.9)						(3.6)		%				54.7						7.1		%
Provision for income taxes			3.2						0.4		%				10.9						1.4		%
Net (loss) income			$	(29.1)					(4.0)		%				$	43.8					5.7		%
(Loss) earnings per common share:
Basic			$	(1.01)											$	1.46
Diluted			$	(1.01)											$	1.28
Weighted average common shares outstanding:
Basic			28.8												30.0
Diluted			28.8												35.1
			Year Ended
(in millions, except percent and per share data)			August 31, 2024												August 26, 2023
Net revenues			$	2,973.5					100.0		%				$	3,490.7					100.0		%
Cost of goods sold			2,540.0						85.4		%				2,904.6						83.2		%
Gross profit			433.5						14.6		%				586.1						16.8		%
Selling, general, and administrative expenses			280.0						9.4		%				267.7						7.7		%
Amortization			23.0						0.8		%				17.7						0.5		%
Goodwill impairment			30.3						1.0		%				—						—		%
Total operating expenses			333.3						11.2		%				285.4						8.2		%
Operating income			100.2						3.4		%				300.7						8.6		%
Interest expense, net			21.1						0.7		%				20.5						0.6		%
Loss on note repurchase			32.7						1.1		%				—						—		%
Non-operating loss			8.0						0.3		%				1.0						—		%
Income before income taxes			38.4						1.3		%				279.2						8.0		%
Provision for income taxes			25.4						0.9		%				63.3						1.8		%
Net income			$	13.0					0.4		%				$	215.9					6.2		%
Earnings per common share:
Basic			$	0.44											$	7.12
Diluted			$	0.44											$	6.23
Weighted average common shares outstanding:
Basic			29.2												30.3
Diluted			29.5												35.4

Amounts in tables are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

In addition, percentages may not add in total due to rounding.

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Winnebago Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited and subject to reclassification)

(in millions)			August 31, 2024						August 26, 2023
Assets
Current assets
Cash and cash equivalents			$	330.9					$	309.9
Receivables, net			183.5						178.5
Inventories, net			438.7						470.6
Prepaid expenses and other current assets			35.6						37.7
Total current assets			988.7						996.7
Property, plant, and equipment, net			338.9						327.3
Goodwill			484.2						514.5
Other intangible assets, net			479.0						502.0
Investment in life insurance			29.6						29.3
Operating lease assets			46.6						42.6
Other long-term assets			17.2						20.0
Total assets			$	2,384.2					$	2,432.4
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable			$	144.7					$	146.9
Current maturities of long-term debt, net			59.1						—
Accrued expenses			200.9						249.1
Total current liabilities			404.7						396.0
Long-term debt, net			637.1						592.4
Deferred income tax liabilities, net			3.0						11.7
Unrecognized tax benefits			5.4						6.1
Long-term operating lease liabilities			45.6						42.0
Deferred compensation benefits, net of current portion			6.6						7.9
Other long-term liabilities			8.5						8.2
Total liabilities			1,110.9						1,064.3
Shareholders' equity			1,273.3						1,368.1
Total liabilities and shareholders' equity			$	2,384.2					$	2,432.4

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Winnebago Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited and subject to reclassification)

			Year Ended
(in millions)			August 31, 2024						August 26, 2023
Operating activities
Net income			$	13.0					$	215.9
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation			35.6						29.2
Amortization			23.0						17.7
Amortization of debt issuance costs			3.2						3.1
Last in, first-out expense			4.2						0.5
Stock-based compensation			14.6						10.9
Deferred income taxes			8.1						16.3
Deferred compensation expense			0.9						0.7
Goodwill impairment			30.3						—
Loss on note repurchase			32.7						—
Contingent consideration fair value adjustment			1.1						0.6
Payments of earnout liability above acquisition-date fair value			(14.7)						(13.3)
Other, net			5.4						0.8
Change in operating assets and liabilities, net of assets and liabilities acquired
Receivables, net			(5.2)						76.7
Inventories, net			27.2						63.8
Prepaid expenses and other assets			1.7						9.7
Accounts payable			(3.9)						(67.5)
Income taxes and unrecognized tax benefits			5.0						(8.9)
Accrued expenses and other liabilities			(38.3)						(61.7)
Net cash provided by operating activities			143.9						294.5
Investing activities
Purchases of property, plant, and equipment			(45.0)						(83.2)
Acquisition of business, net of cash acquired			—						(87.5)
Proceeds from the sale of property, plant, and equipment			0.4						0.4
Other, net			(1.3)						0.3
Net cash used in investing activities			(45.9)						(170.0)
Financing activities
Borrowings on long-term debt			2,652.2						3,718.0
Repayments on long-term debt			(2,596.0)						(3,718.0)
Payments for convertible note bond hedge			(68.7)						—
Proceeds from issuance of convertible note warrant			31.3						—
Proceeds from partial unwind of convertible note bond hedge			55.8						—
Payments for partial unwind of convertible note warrant			(25.3)						—
Payments of cash dividends			(36.8)						(33.2)
Payments for repurchases of common stock			(74.5)						(55.1)
Payments of debt issuance costs			(10.4)						—
Payments of earnout liability up to acquisition-date fair value			(5.8)						(8.7)
Other, net			1.2						0.2
Net cash used in financing activities			(77.0)						(96.8)
Net increase in cash and cash equivalents			21.0						27.7
Cash and cash equivalents at beginning of period			309.9						282.2
Cash and cash equivalents at end of period			$	330.9					$	309.9

11

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Supplemental Disclosures
Income taxes paid, net			$	14.4					$	57.8
Interest paid			29.0						24.2
Non-cash investing and financing activities
Capital expenditures in accounts payable			$	4.6					$	3.0
Dividends declared not yet paid			10.9						10.2
Increase in lease assets in exchange for lease liabilities:
Operating leases			9.8						5.6
Financing leases			1.8						2.4

12

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Winnebago Industries, Inc.

Supplemental Information by Reportable Segment - Towable RV

(in millions, except unit data)

(Unaudited and subject to reclassification)

			Three Months Ended
			August 31, 2024						% of Revenues(1)						August 26, 2023						% of Revenues(1)						$ Change(1)						% Change(1)
Net revenues			$	317.0											$	341.4											$	(24.4)					(7.2)		%
Adjusted EBITDA			20.6						6.5		%				42.7						12.5		%				(22.2)						(51.9)		%
			Three Months Ended
Unit deliveries			August 31, 2024						Product Mix(2)						August 26, 2023						Product Mix(2)						Unit Change						% Change
Travel trailer			5,649						69.0		%				5,303						68.8		%				346						6.5		%
Fifth wheel			2,534						31.0		%				2,408						31.2		%				126						5.2		%
Total Towable RV			8,183						100.0		%				7,711						100.0		%				472						6.1		%
			Year Ended
			August 31, 2024						% of Revenues(1)						August 26, 2023						% of Revenues(1)						$ Change(1)						% Change(1)
Net revenues			$	1,318.8											$	1,415.3											$	(96.5)					(6.8)		%
Adjusted EBITDA			122.4						9.3		%				172.1						12.2		%				(49.7)						(28.9)		%
			Year Ended
Unit deliveries			August 31, 2024						Product Mix(2)						August 26, 2023						Product Mix(2)						Unit Change						% Change
Travel trailer			21,636						67.5		%				21,352						68.8		%				284						1.3		%
Fifth wheel			10,403						32.5		%				9,701						31.2		%				702						7.2		%
Total Towable RV			32,039						100.0		%				31,053						100.0		%				986						3.2		%
			August 31, 2024						August 26, 2023						Change(1)						% Change(1)
Backlog(3)
Units			4,850						5,111						(261)						(5.1)		%
Dollars			$	137.1					$	208.1					$	(71.0)					(34.1)		%
Dealer Inventory
Units			15,940						16,744						(804)						(4.8)		%

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

(2)    Percentages may not add due to rounding differences.

(3)    Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

13

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Winnebago Industries, Inc.

Supplemental Information by Reportable Segment - Motorhome RV

(in millions, except unit data)

(Unaudited and subject to reclassification)

			Three Months Ended
			August 31, 2024						% of Revenues(1)						August 26, 2023						% of Revenues(1)						$ Change(1)						% Change(1)
Net revenues			$	308.0											$	317.7											$	(9.8)					(3.1)		%
Adjusted EBITDA			13.0						4.2		%				22.4						7.0		%				(9.4)						(41.9)		%
			Three Months Ended
Unit deliveries			August 31, 2024						Product Mix(2)						August 26, 2023						Product Mix(2)						Unit Change						% Change
Class A			356						23.0		%				408						25.7		%				(52)						(12.7)		%
Class B			463						30.0		%				612						38.5		%				(149)						(24.3)		%
Class C			726						47.0		%				570						35.8		%				156						27.4		%
Total Motorhome RV			1,545						100.0		%				1,590						100.0		%				(45)						(2.8)		%
			Year Ended
			August 31, 2024						% of Revenues(1)						August 26, 2023						% of Revenues(1)						$ Change(1)						% Change(1)
Net revenues			$	1,279.8											$	1,560.1											$	(280.4)					(18.0)		%
Adjusted EBITDA			73.7						5.8		%				142.0						9.1		%				(68.3)						(48.1)		%
			Year Ended
Unit deliveries			August 31, 2024						Product Mix(2)						August 26, 2023						Product Mix(2)						Unit Change						% Change
Class A			1,625						24.0		%				2,142						25.5		%				(517)						(24.1)		%
Class B			2,278						33.7		%				3,845						45.8		%				(1,567)						(40.8)		%
Class C			2,854						42.2		%				2,407						28.7		%				447						18.6		%
Total Motorhome RV			6,757						100.0		%				8,394						100.0		%				(1,637)						(19.5)		%
			August 31, 2024						August 26, 2023						Change(1)						% Change(1)
Backlog(3)
Units			897						3,828						(2,931)						(76.6)		%
Dollars			$	234.4					$	688.6					$	(454.1)					(66.0)		%
Dealer Inventory
Units			3,933						4,068						(135)						(3.3)		%

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

(2)    Percentages may not add due to rounding differences.

(3)    Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

14

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Winnebago Industries, Inc.

Supplemental Information by Reportable Segment - Marine

(in millions, except unit data)

(Unaudited and subject to reclassification)

			Three Months Ended
			August 31, 2024						% of Revenues(1)						August 26, 2023						% of Revenues(1)						$ Change(1)						% Change(1)
Net revenues			$	80.5											$	96.4											$	(16.0)					(16.6)		%
Adjusted EBITDA			5.5						6.9		%				10.3						10.6		%				(4.7)						(45.7)		%
			Three Months Ended
Unit deliveries			August 31, 2024						August 26, 2023						Unit Change						% Change
Boats			1,042						1,162						(120)						(10.3)		%
			Year Ended
			August 31, 2024						% of Revenues(1)						August 26, 2023						% of Revenues(1)						$ Change(1)						% Change(1)
Net revenues			$	325.5											$	469.7											$	(144.2)					(30.7)		%
Adjusted EBITDA			25.6						7.9		%				60.5						12.9		%				(34.8)						(57.6)		%
			Year Ended
Unit deliveries			August 31, 2024						August 26, 2023						Unit Change						% Change
Boats			4,149						5,714						(1,565)						(27.4)		%
			August 31, 2024						August 26, 2023						Change(1)						% Change(1)
Backlog(2)
Units			3,403						2,545						858						33.7		%
Dollars			$	260.0					$	194.7					$	65.2					33.5		%
Dealer Inventory(3)
Units			2,564						3,376						(812)						(24.1)		%

(1)    Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

(2)    Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

(3)    Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.

15

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Winnebago Industries, Inc.

Non-GAAP Reconciliation

(Unaudited and subject to reclassification)

Non-GAAP financial measures, which are not calculated or presented in accordance with accounting principles generally accepted in the United States (“GAAP”), have been provided as information supplemental and in addition to the financial measures presented in the accompanying news release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the news release. The non-GAAP financial measures presented may differ from similar measures used by other companies.

The following table reconciles diluted earnings per share to Adjusted diluted earnings per share:

			Three Months Ended												Year Ended
			August 31, 2024						August 26, 2023						August 31, 2024						August 26, 2023
Diluted (loss) earnings per share			$	(1.01)					$	1.28					$	0.44					$	6.23
Acquisition-related costs(1)			—						0.06						0.05						0.21
Litigation reserves(1)			—						(0.01)						—						(0.01)
Amortization(1)			0.21						0.16						0.78						0.50
Change in fair value of note receivable and other investments(1)			0.10						—						0.20						—
Contingent consideration fair value adjustment(1)			—						(0.04)						0.04						0.02
Tax impact of adjustments(2)			(0.07)						(0.04)						(0.25)						(0.17)
Goodwill impairment(3)			1.05						—						1.03						—
Loss on note repurchase			—						—						1.11						—
Adjusted diluted earnings per share(4,5)			$	0.28					$	1.41					$	3.40					$	6.77

(1)    Represents a pre-tax adjustment.

(2)    Income tax charge calculated using the statutory tax rate for the U.S. of 23.0% and 24.1% for Fiscal 2024 and Fiscal 2023, respectively.

(3)    Represents a non-cash impairment charge associated with the Chris-Craft reporting unit.

(4)    Beginning in the fourth quarter of Fiscal 2024, the Company updated its definition of Adjusted EPS to no longer adjust for the impact of a call spread overlay that was put in place upon the issuance of convertible notes, and which economically offsets dilution risk. Prior period amounts have been revised to conform to current year presentation.

(5)    Per share numbers may not foot due to rounding.

The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA:

			Three Months Ended												Year Ended
(in millions)			August 31, 2024						August 26, 2023						August 31, 2024						August 26, 2023
Net (loss) income			$	(29.1)					$	43.8					$	13.0					$	215.9
Interest expense, net			5.9						4.1						21.1						20.5
Provision for income taxes			3.2						10.9						25.4						63.3
Depreciation			10.1						8.3						35.6						29.2
Amortization			6.1						5.7						23.0						17.7
EBITDA			(3.8)						72.8						118.1						346.6
Acquisition-related costs			—						1.9						1.5						7.5
Litigation reserves			—						(0.4)						—						(0.4)
Change in fair value of note receivable and other investments			3.0						—						6.0						—
Contingent consideration fair value adjustment			—						(1.4)						1.1						0.6
Goodwill impairment			30.3						—						30.3						—
Loss on note repurchase			—						—						32.7						—
Non-operating (income) loss			(0.8)						—						0.9						0.4
Adjusted EBITDA			$	28.7					$	72.9					$	190.6					$	354.7

16

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Non-GAAP performance measures of Adjusted diluted earnings per share, EBITDA, and Adjusted EBITDA have been provided as comparable measures to illustrate the effect of non-recurring transactions occurring during the reported periods and to improve comparability of our results from period to period. Adjusted diluted earnings per share is defined as diluted earnings per share adjusted for after-tax items that impact the comparability of our results from period to period. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense and other pretax adjustments made in order to present comparable results from period to period. Management believes Adjusted diluted earnings per share and Adjusted EBITDA provide meaningful supplemental information about our operating performance because these measures exclude amounts that we do not consider part of our core operating results when assessing our performance.

Management uses these non-GAAP financial measures (a) to evaluate historical and prospective financial performance and trends as well as assess performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our Board of Directors to enable our Board of Directors to have the same measurement basis of operating performance as is used by management in its assessments of performance and in forecasting and budgeting for the Company; (d) to evaluate potential acquisitions; and (e) to ensure compliance with restricted activities under the terms of our ABL credit facility and outstanding notes. Management believes these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry.

17

Cover page Cover page	Oct. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 23, 2024
Entity Registrant Name	Winnebago Industries, Inc.
Entity Incorporation, State or Country Code	MN
Entity File Number	001-06403
Entity Tax Identification Number	42-0802678
Entity Address, Address Line One	13200 Pioneer Trail
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	952
Local Phone Number	829-8600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 par value per share
Trading Symbol	WGO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000107687

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