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 for a limited number of the Company's dealers.
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.
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PRINCIPAL PRODUCTS
The Company determined it was appropriate to define its operations into two
business segments for fiscal 1998 (See Note 16, "Business Segment Information"
in the Company's Annual Report to Shareholders for the year ended August 29,
1998). 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 29, August 30, August 31, August 26, August 27,
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
Motor Homes (Class A and C) .... $ 468,004 $ 381,191 $ 432,212 $ 402,435 $ 385,319
89.1% 87.0% 89.2% 87.5% 88.9%
Other Recreation
Vehicle Revenues (2) ...... 18,014 19,771 17,166 19,513 21,903
3.5% 4.5% 3.5% 4.2% 5.1%
Other Manufactured Products
Revenues (3) .............. 37,000 35,750 34,020 36,961 25,184
7.0% 8.2% 7.0% 8.0% 5.8%
------------ ------------ ------------ ------------ ------------
Total Manufactured
Products Revenues .. 523,018 436,712 483,398 458,909 432,406
99.6% 99.7% 99.7% 99.7% 99.8%
Finance Revenues (4) ........... 2,076 1,420 1,406 1,220 831
.4% .3% .3% .3% .2%
------------ ------------ ------------ ------------ ------------
Total Net Revenues ............. $ 525,094 $ 438,132 $ 484,804 $ 460,129 $ 433,237
100.0% 100.0% 100.0% 100.0% 100.0%
(1) The fiscal year ended August 31, 1996 contained 53 weeks; all other fiscal
years in the table contained 52 weeks. All years prior to fiscal 1998 are
appropriately restated to exclude the Company's discontinued Cycle-Sat,
Inc. (Cycle-Sat) subsidiary's revenues from satellite courier and tape
duplication services.
(2) Primarily EuroVan Campers, recreation vehicle related parts and recreation
vehicle service revenue.
(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 29, August 30, August 31, August 26, August 27,
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
Unit Sales:
Class A .............................. 5,381 4,834 5,893 5,993 6,820
Class C .............................. 3,390 2,724 2,857 2,853 1,862
--------- --------- --------- --------- ---------
Total Motor Homes .............. 8,771 7,558 8,750 8,846 8,682
Class B Conversions (EuroVan Camper) . 978 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.
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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's products are generally manufactured against orders from the
Company's dealers. As of August 29, 1998, the Company's backlog of orders for
Class A and Class C motor homes was approximately 1,700 units compared to
approximately orders for 1,300 units August 30, 1997. The Company includes in
its backlog all accepted purchase orders from dealers shippable within the next
six months. Orders in backlog can be canceled at the option of the purchaser at
any time without penalty and, therefore, backlog may not necessarily be a
measure of future sales.
Presently, the Company meets its working capital requirements, capital equipment
requirements and cash requirements of subsidiaries with funds generated
internally. Since March 26, 1992, the Company has had a financing and security
agreement with Nations Bank Specialty Lending Unit (formerly NationsCredit
Corporation) (See Note 7, "Notes Payable" in the Company's Annual Report to
Shareholders for the year ended August 29, 1998).
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 Class 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 Class A and Class C motor homes
primarily under the Winnebago, Itasca, Vectra, Rialta and Ultimate brand names.
These 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
Ultimate motor home, a comprehensive 12-month/15,000-mile warranty, a
3-year/36,000-mile warranty on sidewalls, floors and slide-out room assemblies,
and a 10-year fiberglass roof warranty. The Rialta has a 2-year/24,000-mile
warranty. The EuroVan Camper has a 2-year/ 24,000-mile warranty on the
conversion portion of the unit. Estimated warranty costs are provided at the
time of sale of the warranted products. Estimates of future warranty costs are
based on prior experience and known current events.
The Company's Class A and Class C motor homes are sold by dealers in the retail
market at prices ranging from approximately $45,000 to more than $225,000,
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 40 feet and 22 to 31 feet, respectively. Class B motor homes
converted by the Company (EuroVan Camper) are 17 feet in length.
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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,
fiberglass components, panel lamination, electro-deposition painting of steel
and sewn or upholstered items to outside manufacturers.
Commercial Vehicles - Commercial vehicles sales are custom shells primarily
designed for the buyer's special needs and requirements.
Other Products - Sales of molded plastic docks for marine applications.
WINNEBAGO ACCEPTANCE CORPORATION (WAC) - 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 29, 1998.
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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, a sewing operation in Lorimor, Iowa and
a chassis modification facility in Charles City, Iowa. At August 29, 1998, the
Company was in the process of setting up a cabinet door manufacturing facility
in Charles City, 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. Certain components, however, are
produced by only a small group of quality suppliers which have the capacity to
supply large quantities on a national basis. This is especially true in the case
of motor home chassis, where Ford Motor Company and General Motors Corporation
are the dominant suppliers. Shortages, production delays or work stoppages by
the employees of such suppliers could have a material adverse effect on the
Company's business. The inability of the Company to obtain an adequate chassis
supply could have a material adverse effect on the Company's results of
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 1998, Ford Motor Company and General Motors Corporation (approximately 32
percent, in the aggregate).
On September 3, 1998, General Motors (GM) announced that it will discontinue the
manufacture of its motor home chassis products. GM has signed a letter of intent
with Union City Body Company (UCBC) of Union City, Indiana to sell certain
assets used for chassis production. GM plans to cease chassis production by the
end of 1998. Upon closing of the sale transaction, UCBC will produce its own
version of chassis products. UCBC has informed the Company that it expects to
begin production of chassis in the first quarter of 1999. A transition team
comprised of key GM and UCBC representatives has been formed to assure an
orderly business transition. The Company has placed orders with GM which will
allow it to basically have chassis available for its fiscal 1999 production
schedule. The Company uses current GM chassis in approximately 25 percent of its
products. The Company is currently working with UCBC but at this time does not
know what effect this sale transaction will have on its future results of
operations.
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 Company 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 120
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. Foreign sales, including Canada, were less than five
percent of net revenues in fiscal 1998. As of August 29, 1998 and August 30,
1997, the motor home dealer organization in the United States and Canada
included approximately 350 and 340 dealers, respectively. During fiscal 1998, 13
dealers accounted for approximately 25 percent of motor home unit sales, and
only one dealer accounted for more than four percent (4.4%) of motor home unit
sales.
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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 29, 1998). All international
sales (except Canada) are now handled by five distributors who market the
Company's recreation vehicles within eight 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 29, 1998, the Company had a staff of 33 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 $132,540,000 and
$115,637,000 at August 29, 1998 and August 30, 1997, respectively. Included in
these contingent liabilities are approximately $18,623,000 and $24,868,000,
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 29, 1998). 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, 1998, Recreation Vehicle Industry Association (RVIA) reported factory
shipments of 41,200 Class A motor homes, 3,600 Class B motor homes and 15,600
Class C motor homes. Unit sales of such products by the Company for the last
five fiscal years are shown on page 2 of this report. The Company has numerous
competitors and potential competitors in this industry. The five largest
manufacturers represented approximately 71 percent of the Class A motor home and
Class C motor home market for the 12 months ended August 31, 1998, including the
Company's sales, which represented 16 percent of the market. As the Company does
not manufacture Class B motor homes but only completes a conversion package on
these units, the Class B motor home comparison is not included 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.
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REGULATION, TRADEMARKS AND PATENTS
The Company is subject to a variety of federal, state and local regulations,
including the National Traffic and Motor Vehicle Safety Act, under which the
National Highway Traffic Safety Administration may require manufacturers to
recall recreational vehicles that contain safety-related defects, and numerous
state consumer protection laws and regulations relating to the operation of
motor vehicles, including so-called "Lemon Laws." The Company is subject to
regulations promulgated by the Occupational Safety and Health Administration
(OSHA). The Company's facilities are periodically inspected by federal or state
agencies, such as OSHA, concerned with workplace health and safety. The Company
believes that its products and facilities comply in all material respects with
the applicable vehicle safety, consumer protection, RVIA and OSHA regulations
and standards. Amendments to any of these regulations and the implementation of
new regulations, however, could significantly increase the cost of
manufacturing, purchasing, operating or selling the Company's products and could
have a material adverse effect on the Company's results of operations. The
failure of the Company to comply with present or future regulations could result
in fines being imposed on the Company, potential civil and criminal liability,
suspension of sales or production, or cessation of operations. In addition, a
major product recall could have a material adverse effect on the Company's
results of operations.
The Company's operations are subject to a variety of federal and state
environmental regulations relating to the use, generation, storage, treatment,
emission and disposal of hazardous materials and wastes and noise pollution.
Although the Company believes that it is currently in material compliance with
applicable environmental regulations, the failure of the Company to comply with
present or future regulations could result in fines being imposed on the
Company, potential civil and criminal liability, suspension of production or
operations, alterations to the manufacturing process, or costly cleanup or
capital expenditures.
The Company has several registered trademarks, including Winnebago, Itasca,
Minnie Winnie, Brave, Chieftain, Sunrise, Adventurer, Spirit, Sunflyer,
Suncruiser, Sundancer, Vectra Grand Tour, Luxor, Rialta and Minnie.
RESEARCH AND DEVELOPMENT
During fiscal 1998, 1997 and 1996, the Company spent approximately $1,128,000,
$1,695,000 and $801,000, respectively, on research and development activities.
These activities involved the equivalent of 16, 24 and 12 full-time employees
during fiscal 1998, 1997 and 1996, respectively.
HUMAN RESOURCES
As of September 1, 1998, 1997 and 1996, the Company employed approximately
3,010, 2,830 and 3,150 persons, respectively. Of these, approximately 2,410,
2,270 and 2,250 persons, respectively, were engaged in manufacturing and
shipping functions. None of the Company's employees are covered under a
collective bargaining agreement.
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