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WGO > SEC Filings for WGO > Form 10-Q on 4-Jan-2013All Recent SEC Filings

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Form 10-Q for WINNEBAGO INDUSTRIES INC


4-Jan-2013

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested this management's discussion be read in conjunction with the Financial Statements contained in this Form 10-Q as well as the Management's Discussion and Analysis and Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2012.

Forward-Looking Information

Certain of the matters discussed in this Quarterly Report on Form 10-Q are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. A number of factors could cause actual results to differ materially from these statements, including, but not limited to, increases in interest rates, availability of credit, low consumer confidence, significant increase in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions, integration of operations relating to mergers and acquisitions activities and other factors which may be disclosed throughout this


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report. Although we believe that the expectations reflected in the "forward-looking statements" are reasonable, we cannot guarantee future results, or levels of activity, performance or achievements. Undue reliance should not be placed on these "forward-looking statements," which speak only as of the date of this report. We undertake no obligation to publicly update or revise any "forward-looking statements" whether as a result of new information, future events or otherwise, except as required by law or the rules of the NYSE.

Executive Overview
Winnebago Industries, Inc. is a leading US manufacturer of RVs with a proud
history of manufacturing RV products for more than 50 years. We produce all of
our motorhomes in vertically integrated manufacturing facilities in Iowa and we
produce all travel trailer and fifth wheels ("towables") in Indiana. We
distribute our products primarily through independent dealers throughout the US
and Canada, who then retail the products to the end consumer.
Our retail unit market share, as reported by Stat Surveys based on official
state records, is illustrated below. Note that this data is subject to
adjustment and is continuously updated.
                               Through October 31        Calendar Year
US Retail Motorized:            2012        2011       2011   2010   2009
Class A gas                      23.5 %      22.1 %   22.2 % 23.7 % 22.9 %
Class A diesel                   19.3 %      17.5 %   17.6 % 15.2 % 11.4 %
Total Class A                    21.8 %      20.1 %   20.2 % 19.5 % 16.6 %
Class C                          17.9 %      17.1 %   17.5 % 17.9 % 22.7 %
Total Class A and C              20.1 %      18.8 %   19.0 % 18.8 % 19.1 %

Class B                          16.2 %       6.3 %    7.7 % 15.6 % 18.1 %

                               Through October 31        Calendar Year
Canadian Retail Motorized:      2012        2011       2011   2010   2009
Class A gas                      15.3 %      17.1 %   16.5 % 14.9 % 13.8 %
Class A diesel                   17.0 %      18.1 %   18.0 %  9.9 %  7.0 %
Total Class A                    15.9 %      17.5 %   17.1 % 12.6 % 10.0 %
Class C                          14.6 %      16.0 %   15.9 % 13.8 %  9.5 %
Total Class A and C              15.2 %      16.7 %   16.5 % 13.2 %  9.8 %

Class B                          12.3 %       6.1 %    7.1 %  4.8 %  2.3 %


                        Through October 31      Calendar Year
US Retail Towables:     2012         2011           2011
Travel trailer           0.8 %        0.6 %           0.6 %
Fifth wheel              1.1 %        0.5 %           0.5 %
Total towables           0.9 %        0.6 %           0.6 %


                              Through October 31      Calendar Year
Canadian Retail Towables:     2012         2011           2011
Travel trailer                 0.6 %        0.5 %           0.5 %
Fifth wheel                    1.6 %        0.6 %           0.6 %
Total towables                 0.8 %        0.5 %           0.5 %


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Presented in fiscal quarters, certain key metrics are shown below:

                                    Class A, B & C Motorhomes                             Travel Trailers & Fifth Wheels
                                                         As of Quarter End                                     As of Quarter End
                         Wholesale         Retail        Dealer      Order      Wholesale       Retail         Dealer       Order
(In units)               Deliveries     Registrations   Inventory   Backlog     Deliveries   Registrations    Inventory    Backlog
Q2 2011                      909                 796       2,179       957             85             100           905       151
Q3 2011                    1,283               1,394       2,068       642            326             203         1,028       164
Q4 2011                    1,088               1,198       1,958       681            358             420           966       293
Q1 2012                    1,040               1,053       1,945       618            435             255         1,146       460
Rolling 12 months          4,320               4,441                                1,204             978
(Dec 2010-Nov 2011)

Q2 2012                    1,001                 872       2,074     1,004            562             332         1,376       417
Q3 2012                    1,280               1,414       1,940     1,235            646             652         1,370       505
Q4 2012                    1,321               1,334       1,927     1,473            695             700         1,365       411
Q1 2013                    1,534               1,416       2,045     2,118            557             367         1,555       687
Rolling 12 months          5,136               5,036                                2,460           2,051
(Dec 2011-Nov 2012)

Highlights of our most recent quarter:
Motorized performance:
• We continued to see growing demand for our product during the first quarter of Fiscal 2013 at the wholesale and retail level, as evidenced by the sequential increase of our wholesale deliveries and retail registrations in the table above for the two most recent quarters. We began increasing our weekly production rate this past summer and continued to do so during the fall in response to the growing demand. The ramp up in our production has been accomplished through a combination of overtime and hiring incremental hourly employees; it also required ordering larger quantities of materials. The benefit of the increased production in the first quarter of Fiscal 2013 is evident in our improved operating results, notably due to better absorption of our overhead costs.

• In comparison, we experienced a dramatically different environment one year ago during the first quarter of Fiscal 2012. Demand was very weak and as a result we had multiple shortened work weeks during that quarter, thus production was 64% lower than the first quarter of Fiscal 2013. Conversely, the first quarter of Fiscal 2013 benefited from an additional week of operating performance as the first quarter of Fiscal 2013 was 14-week quarter.

Towables performance:
• Towables generated an operating loss of $1.4 million in the first quarter of Fiscal 2013 compared to an operating loss of $219,000 in the first quarter of Fiscal 2012. The two most significant issues that negatively impacted Towables' operating performance during the first quarter of Fiscal 2013 were increased warranty expense and unfavorable overhead variances due to lower production. Significant changes were made throughout the quarter in key management positions to address the recent performance problems.


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Industry Outlook
Key statistics for the motorhome industry are as follows:
                            US and Canada Industry Class A, B & C Motorhomes
                    Wholesale Shipments(1)                     Retail Registrations(2)
                         Calendar Year                              Calendar Year
                                 Increase                                   Increase
(In units)   2011         2010  (Decrease)   Change      2011        2010  (Decrease)  Change
Q1          6,900        5,800      1,100    19.0  %    5,100       5,000       100     2.0  %
Q2          7,800        7,700        100     1.3  %    8,200       8,400      (200 )  (2.4 )%
Q3          5,300        6,200       (900 ) (14.5 )%    6,100       6,100         -       -  %
Q4          4,800        5,500       (700 ) (12.7 )%    4,600       4,600         -       -  %
Total      24,800       25,200       (400 )  (1.6 )%   24,000      24,100      (100 )  (0.4 )%

                                (Decrease)                                  Increase
(In units)   2012         2011   Increase    Change      2012        2011  (Decrease)  Change
Q1          6,900        6,900          -       -  %    5,700       5,100       600    11.8  %
Q2          7,700        7,800       (100 )  (1.3 )%    8,200       8,200         -       -  %
Q3          6,700        5,300      1,400    26.4  %    6,900       6,100       800    13.1  %
October     2,500        1,900        600    31.6  %    1,800       1,800         -       -  %
November    2,300        1,400        900    64.3  %           (4)  1,500
December    2,100  (3)   1,500        600    40.0  %           (4)  1,300
Q4          6,900  (3)   4,800      2,100    43.8  %           (4)  4,600
Total      28,200  (3)  24,800      3,400    13.7  %               24,000

(1) Class A, B and C wholesale shipments as reported by RVIA, rounded to the nearest hundred.

(2) Class A, B and C retail registrations as reported by Stat Surveys for the US and Canada combined, rounded to the nearest hundred.

(3) December 2012 Class A, B and C wholesale shipments are based upon the forecast prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the RoadSigns RV Winter 2012 Industry Forecast Issue. The revised RVIA annual 2012 wholesale shipment forecast was 27,300 (prior to actual October and November shipments being available) and the annual forecast for 2013 is 28,400.

(4) Stat Surveys has not issued a projection for 2012 retail demand for this period.

The size of the motorized retail market in calendar years 2008 through 2012 has been less than half of what the industry norms had been prior to the recession.

Key statistics for the towable industry are as follows:

                           US and Canada Travel Trailer & Fifth Wheel Industry
                    Wholesale Shipments(1)                     Retail Registrations(2)
                         Calendar Year                              Calendar Year
                                  Increase
(In units)    2011         2010  (Decrease)  Change       2011         2010  Increase  Change
Q1          54,100       49,300      4,800    9.7  %    33,700       31,100     2,600    8.4 %
Q2          66,000       62,300      3,700    5.9  %    79,200       69,400     9,800   14.1 %
Q3          47,500       48,600     (1,100 ) (2.3 )%    63,000       57,200     5,800   10.1 %
Q4          45,300       38,900      6,400   16.5  %    30,000       28,300     1,700    6.0 %
Total      212,900      199,100     13,800    6.9  %   205,900      186,000    19,900   10.7 %

(In units)    2012         2011   Increase   Change       2012         2011  Increase  Change
Q1          60,400       54,100      6,300   11.6  %    39,100       33,700     5,400   16.0 %
Q2          71,100       66,000      5,100    7.7  %    83,900       79,200     4,700    5.9 %
Q3          56,600       47,500      9,100   19.2  %    67,100       63,000     4,100    6.5 %
 October    21,400       16,300      5,100   31.3  %    14,300       13,300     1,000    7.5 %
 November   17,500       14,400      3,100   21.5  %            (4)   9,200
 December   15,300  (3)  14,600        700    4.8  %            (4)   7,500
Q4          54,200  (3)  45,300      8,900   19.6  %            (4)  30,000
Total      242,300  (3) 212,900     29,400   13.8  %                205,900

(1) Towable wholesale shipments as reported by RVIA, rounded to the nearest hundred.

(2) Towable retail registrations as reported by Stat Surveys for the US and Canada combined, rounded to the nearest hundred.

(3) December 2012 towable wholesale shipments are based upon the forecast prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the RoadSigns RV Winter 2012 Industry Forecast Issue. The revised annual


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2012 wholesale shipment forecast was 235,700 (prior to actual October and November shipments being available) and the annual forecast for 2013 is 249,000.
(4) Stat Surveys has not issued a projection for 2012 retail demand for this period.

The towable retail market has not been as negatively impacted in recent years as the motorized market. The size of the towable market was nearly nine times larger than the motorized market on a unit basis in Calendar 2011. This is primarily due to the fact that average price of a towable unit is considerably less than a motorhome.

Company Outlook
Based on our profitable operating results in recent years, we believe that we have demonstrated our ability to maintain our liquidity, cover operations costs, recover fixed assets, and maintain physical capacity at present levels. Now that we have entered into the towable market, we have the potential to grow revenues and earnings in a market significantly larger than the motorized market.

As evidenced in the following table, our sales order backlog at the end of the first quarter of Fiscal 2013 significantly increased as compared to the end of the first quarter of Fiscal 2012. It has also increased sequentially from the end of Fiscal 2012 fourth quarter, as previously illustrated. We believe the increase is a result of the positive dealer response to our new 2013 model year products and increased retail registration activity of our products this past summer and fall.

As a result of the improved demand, we have been increasing our production throughout the past six months. We plan to continue to increase our weekly production schedule in the second quarter of Fiscal 2013 to meet the growing demand for our products, while managing constraints as they present themselves in relation to labor and component parts.

Our motorized sales order backlog of 2,118 as of December 1, 2012 represents orders to be shipped in the next two quarters. Notably, there are a few key reasons that these orders will not all be delivered in the second quarter of Fiscal 2013:
• Timing of new model production: Production of a new Class C model for which orders were taken at the National RV Show at the end of our first fiscal quarter starts in February of 2013 (the last month of our second fiscal quarter), thus a portion of our sales order backlog will not be through the production process and sold until our third fiscal quarter.

• Chassis availability: Due to the limited availability of Class A gas chassis, a portion of our sales order backlog will not be produced and sold until our third fiscal quarter of Fiscal 2013.

• Fewer production days in our second quarter: Production is shut down over the holidays and to perform a physical inventory observation, thus there are 57 days of production in the second quarter. In comparison, there were 67 production days in our first fiscal quarter which did include one additional week as Fiscal 2013 is a 53-week year.

• Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty.

We believe that the level of our dealer inventory at the end of the first quarter of Fiscal 2013 is lower than what it should be given the improved retail demand and increased sales order backlog of our product.

Our unit order backlog was as follows:

                                                                    As Of
                                                                                          Increase        %
(In units)                        December 1, 2012             November 26, 2011         (Decrease)    Change
Class A gas                            884       41.7 %           213          34.5 %          671      315.0  %
Class A diesel                         389       18.4 %           172          27.8 %          217      126.2  %
Total Class A                        1,273       60.1 %           385          62.3 %          888      230.6  %
Class B                                111        5.2 %            47           7.6 %           64      136.2  %
Class C                                734       34.7 %           186          30.1 %          548      294.6  %
Total motorhome backlog(1)           2,118      100.0 %           618         100.0 %        1,500      242.7  %

Travel trailer                         557       81.1 %           280          60.9 %          277       98.9  %
Fifth wheel                            130       18.9 %           180          39.1 %          (50 )    (27.8 )%
Total towable backlog(1)               687      100.0 %           460         100.0 %          227       49.3  %

Approximate backlog revenue in thousands Motorhome $ 226,457 $ 70,546 $ 155,911 221.0 % Towable $ 14,049 $ 10,381 $ 3,668 35.3 %

(1) We include in our backlog all accepted purchase orders from dealers to be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.


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Results of Operations
Current Quarter Compared to the Comparable Quarter Last Year
The following is an analysis of changes in key items included in the statements
of operations:
                                                            Quarter Ended
(In thousands, except
percent                   December 1,       % of        November 26,       % of                         %
and per share data)          2012       Revenues(1)         2011        Revenues(1)      Increase     Change
Net revenues            $     193,554        100.0 %   $     131,837      100.0  %     $   61,717      46.8  %
Cost of goods sold            172,807         89.3 %         123,341       93.6  %         49,466      40.1  %
Gross profit                   20,747         10.7 %           8,496        6.4  %         12,251     144.2  %

Selling                         4,961          2.6 %           4,162        3.2  %            799      19.2  %
General and
administrative                  5,812          3.0 %           3,707        2.8  %          2,105      56.8  %
Loss on assets held for
sale                               28            - %               -          -  %             28       NMF
Operating expenses             10,801          5.6 %           7,869        6.0  %          2,932      37.3  %

Operating income                9,946          5.1 %             627        0.5  %          9,319       NMF
Non-operating income              614          0.3 %             257        0.2  %            357     138.9  %
Income before income
taxes                          10,560          5.5 %             884        0.7  %          9,676       NMF
Provision (benefit) for
taxes                           3,169          1.6 %            (151 )     (0.1 )%          3,320       NMF
Net income              $       7,391          3.8 %   $       1,035        0.8  %     $    6,356       NMF

Diluted income per
share                   $        0.26                  $        0.04                   $     0.22       NMF
Diluted average shares

outstanding 28,361 29,212 (851 ) (2.9 )%

(1) Percentages may not add due to rounding differences. Unit deliveries and ASP, net of discounts, consisted of the following:

                                                               Quarter Ended
                             December 1,    Product      November 26,    Product         Increase         %
(In units)                      2012       Mix % (1)         2011       Mix % (1)       (Decrease)      Change
Motorhomes:
Class A gas                          620       40.4 %             381       36.6 %            239        62.7  %
Class A diesel                       345       22.5 %             232       22.3 %            113        48.7  %
Total Class A                        965       62.9 %             613       58.9 %            352        57.4  %
Class B                               90        5.9 %              79        7.6 %             11        13.9  %
Class C                              479       31.2 %             348       33.5 %            131        37.6  %
Total motorhome deliveries         1,534      100.0 %           1,040      100.0 %            494        47.5  %

ASP (in thousands)         $         112                $         108                $          3         3.2  %

Towables:
Travel trailer                       408       73.2 %             267       61.4 %            141       (11.3 )%
Fifth wheel                          149       26.8 %             168       38.6 %            (19 )      52.8  %
Total towable deliveries             557      100.0 %             435      100.0 %            122        28.0  %

ASP (in thousands) $ 21 $ 23 $ (1 ) (5.0 )%

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


Table of Contents

Net revenues consisted of the following:

                                                    Quarter Ended
                                December 1,          November 26,                    %
(In thousands)                      2012                 2011           Increase  Change
Motorhomes (1)               $ 169,995   87.8 %   $ 111,668   84.7 %   $  58,327   52.2 %
Towables (2)                    12,071    6.2 %      10,081    7.6 %       1,990   19.7 %
Motorhome parts and services     3,833    2.0 %       3,637    2.8 %         196    5.4 %
Other manufactured products      7,655    4.0 %       6,451    4.9 %       1,204   18.7 %
Total net revenues           $ 193,554  100.0 %   $ 131,837  100.0 %   $  61,717   46.8 %

(1) Motorhome unit revenue less discounts, sales promotions and incentives, and accrued loss on repurchase adjustments.

(2) Includes towable units and parts.

The increase in motorhome net revenues of $58.3 million or 52.2% was attributed primarily to a 47.5% increase in unit deliveries, as well as an increase in motorhome ASP of 3.2% and the additional week in the first quarter of Fiscal 2013 as compared to the first quarter of Fiscal 2012.

Towables revenues were $12.1 million in the first quarter of Fiscal 2013, compared to $10.1 million in the first quarter of Fiscal 2012. The increase was due to increased unit deliveries.

Cost of goods sold was $172.8 million, or 89.3% of net revenues for the first quarter of Fiscal 2013 compared to $123.3 million, or 93.6% of net revenues for the first quarter of Fiscal 2012 due to the following:
• Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, decreased to 83.7% this year from 85.2% last year which was primarily due to lower material costs and greater production efficiencies due to increased production levels.

• Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to 5.6% of net revenues compared to 8.4% for Fiscal 2012. This difference was primarily due to higher plant utilization due to the additional week in the first quarter of Fiscal 2013 and significantly higher production run rates in Fiscal 2013.

• All factors considered, gross profit increased from 6.4% to 10.7% of net revenues.

Selling expenses increased $799,000, or 19.2%, in the first quarter of Fiscal 2013. The expense increase was primarily due to advertising expenses associated with the timing of our Louisville show falling in the first quarter of Fiscal 2013 and increased sales compensation expense. As a percent of net revenues, selling expenses were 2.6% and 3.2% in the first quarter of Fiscal 2013 and Fiscal 2012, respectively.
General and administrative expenses increased $2.1 million, or 56.8% in the first quarter of Fiscal 2013. This increase was due primarily to increases of $1.5 million in incentives accrued under annual and long-term bonus plans, $248,000 in stock-based compensation expense associated with the stock grant awarded in the first quarter of Fiscal 2013, and $232,000 in legal expenses. As a percent of net revenues, general and administrative expenses were 3.0% and 2.8% in the first quarter of Fiscal 2013 and Fiscal 2012, respectively. During the first quarter of Fiscal 2013 we realized a loss of $28,000 on the sale of an idled manufacturing facility (Hampton). See Note 6. Non-operating income increased $357,000 or 138.9%, in the first quarter of Fiscal 2013. This difference is primarily due to increased proceeds from COLI policies of $331,000.
The overall effective income tax provision rate for the first quarter of Fiscal 2013 was 30.0% compared to the tax benefit rate of (17.1)% for the first quarter of Fiscal 2012. The increase in tax rate for the first quarter of Fiscal 2013 most notably is a result of a higher level of pretax book income earned during the quarter. We also had a reduced level (in comparison to book income) of benefits recorded for uncertain tax positions during the quarter. Most notably, our effective tax benefit rate for the first quarter of Fiscal 2012 was positively impacted by the relationship of tax-exempt income in relation to book income. The tax-exempt income is primarily tax-free investment income from investments in life insurance assets and ARS. In addition, we recorded tax benefits in the quarter associated with reductions to reserves for uncertain tax positions.
Net income and diluted income per share were $7.4 million and $0.26 per share, respectively, for the first quarter of Fiscal 2013. In the first quarter of Fiscal 2012, the net income was $1,035,000 and diluted income was $0.04 per share. The impact of stock repurchases since July, 2012 on diluted net income per share was an increase of $0.01 for the first quarter of Fiscal 2013. See

Part II, Item 2.


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