SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended March 1, 1997
------------------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from _____________________ to _______________________
Commission file number 1-6403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0803978
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 152, Forest City, Iowa 50436
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 582-3535
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ____.
There were 25,453,179 shares of $.50 par value common stock outstanding on April
9, 1997.
<TABLE>
<CAPTION>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO REPORT ON FORM 10-Q
Page Number
-----------
<S> <C>
PART I. FINANCIAL INFORMATION: (Interim period information unaudited)
Consolidated Balance Sheets 1 & 2
Unaudited Consolidated Statements of Operations 3
Unaudited Consolidated Condensed Statements of Cash Flows 4
Unaudited Condensed Notes to Consolidated Financial Statements 5 & 6
Management's Discussion and Analysis of Financial Condition and Results
of Operations 7 - 9
PART II. OTHER INFORMATION 10 - 12
</TABLE>
Part I Financial Information
<TABLE>
<CAPTION>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Dollars in thousands
MARCH 1, AUGUST 31,
ASSETS 1997 1996
- ------------------------------------------------------ -------- --------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 34,910 $ 797
Marketable securities -- 4,316
Receivables, less allowance for doubtful
accounts ($1,815 and $702, respectively) 36,948 30,029
Dealer financing receivables less allowance
for doubtful accounts ($208 and $197, respectively) 12,696 11,491
Inventories 47,749 63,103
Prepaid expenses 3,212 3,253
Deferred income taxes 6,343 6,343
Current assets of discontinued operations -- 7,285
-------- --------
Total current assets 141,858 126,617
-------- --------
PROPERTY AND EQUIPMENT, at cost
Land 1,500 1,501
Buildings 44,019 43,952
Machinery and equipment 66,930 67,456
Transportation equipment 7,757 7,878
-------- --------
120,206 120,787
Less accumulated depreciation 82,100 80,858
-------- --------
Total property and equipment, net 38,106 39,929
-------- --------
LONG-TERM NOTES RECEIVABLE, less allowances
($997 and $797, respectively) 3,875 3,918
-------- --------
INVESTMENT IN LIFE INSURANCE 16,993 16,821
-------- --------
DEFERRED INCOME TAXES, NET 14,548 14,548
-------- --------
OTHER ASSETS 3,704 3,906
-------- --------
LONG-TERM ASSETS OF DISCONTINUED OPERATIONS -- 14,857
-------- --------
TOTAL ASSETS $219,084 $220,596
======== ========
See Unaudited Condensed Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
<CAPTION>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Dollars in thousands MARCH 1, AUGUST 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
- ------------------------------------------------------------------------ -------- ---------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt $ 154 $ 1,866
Accounts payable, trade 20,933 20,232
Current liabilities of discontinued operations -- 17,532
Provision for loss on disposal of electronic component assembly segment -- 4,074
Income tax payable 6,476 --
Accrued expenses:
Insurance 2,688 2,947
Product warranties 3,386 3,489
Vacation liability 2,832 3,116
Promotional 4,419 2,193
Other 10,362 9,013
-------- --------
Total current liabilities 51,250 64,462
-------- --------
LONG-TERM DEBT 1,496 1,692
-------- --------
POSTRETIREMENT HEALTH CARE AND DEFERRED 47,631 46,937
-------- --------
MINORITY INTEREST IN DISCONTINUED OPERATIONS -- 2,194
-------- --------
STOCKHOLDERS' EQUITY
Capital stock, common, par value $.50; authorized
60,000,000 shares 12,923 12,920
Additional paid-in capital 23,203 23,723
Reinvested earnings 87,182 74,221
-------- --------
123,308 110,864
Less treasury stock, at cost 4,601 5,553
-------- --------
Total stockholders' equity 118,707 105,311
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $219,084 $220,596
======== ========
See Unaudited Condensed Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
<CAPTION>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
=================================================================================================================
IN THOUSANDS EXCEPT PER SHARE DATA
THIRTEEN TWENTY-SIX TWENTY-SEVEN
WEEKS ENDED WEEKS ENDED WEEKS ENDED
------------------------ ----------- ------------
March 1, March 2, March 1, March 2,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues $ 105,702 $ 106,161 $ 219,594 $ 219,896
Cost of goods sold 95,503 92,639 194,316 190,405
--------- --------- --------- ---------
Gross profit 10,199 13,522 25,278 29,491
--------- --------- --------- ---------
Operating expenses:
Selling and delivery 6,663 5,139 13,001 11,578
General and administrative 6,866 5,510 11,751 11,073
--------- --------- --------- ---------
Total operating expenses 13,529 10,649 24,752 22,651
--------- --------- --------- ---------
Operating (loss) income (3,330) 2,873 526 6,840
Financial income 745 384 1,114 707
--------- --------- --------- ---------
Pre-tax (loss) income from continuing operations (2,585) 3,257 1,640 7,547
Provision for taxes 1,089 1,059 2,608 2,677
--------- --------- --------- ---------
(Loss) income from continuing operations (3,674) 2,198 (968) 4,870
Discontinued operations:
Income from discontinued Cycle-Sat operations
(less applicable income tax provisions of $17 and
$157, respectively) -- 40 -- 358
Gain from sale of discontinued Cycle-Sat subsidiary
(includes a loss on operations of 160 less
applicable income tax credits of $123 and a
gain on disposal of $16,632 less income taxes
of $13,462) -- -- 16,472 --
--------- --------- --------- ---------
Net (loss) income $ (3,674) $ 2,238 $ 15,504 $ 5,228
========= ========= ========= =========
Net (loss) income per common share:
Continuing operations $ (.15) $ .09 $ (.04) $ .20
Discontinued operations -- -- -- .01
Gain from sale of Cycle-Sat -- -- .65 --
--------- --------- --------- ---------
Net (loss) income $ (.15) $ .09 $ .61 $ .21
========= ========= ========= =========
Weighted average number of
shares of common stock
outstanding 25,431 25,346 25,405 25,346
========= ========= ========= =========
See Unaudited Condensed Notes to Consolidated Financial Statements.
================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Dollars in thousands
Increase (decrease) in cash and cash equivalents
TWENTY-SIX TWENTY-SEVEN
WEEKS ENDED WEEKS ENDED
----------- ------------
March 1, March 2,
1997 1996
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 15,504 $ 5,228
Adjustments to reconcile net income
to net cash from operating activities:
Pre-tax gain on sale of Cycle-Sat subsidiary (29,811) --
Depreciation and amortization 3,826 3,318
Realized and unrealized gains on investments, net (137) (149)
Investments in trading securities -- (3,157)
Proceeds from sale of trading securities 4,453 1,737
Other 1,616 146
Change in assets and liabilities:
(Increase) decrease in accounts receivable (7,533) 1,523
Decrease (increase) in inventories 15,354 (4,846)
Increase in accounts payable and accrued expenses 4,950 9,679
Increase in postretirement benefits 694 1,549
Other (2,194) (1,269)
-------- --------
Net cash provided by operating activities 6,722 13,759
-------- --------
Cash flows provided (used) by investing activities:
Gross proceeds from the sale of Cycle-Sat subsidiary 55,883 --
Payment to minority shareholder for sale of Cycle-Sat (7,160) --
Purchases of property and equipment (2,039) (3,636)
Investments in dealer receivables (21,695) (20,022)
Collections of dealer receivables 20,078 19,601
Other (440) (500)
-------- --------
Net cash provided (used) by investing activities 44,627 (4,557)
-------- --------
Cash flows used by financing activities and capital transactions:
Payment of long-term debt of discontinued operation (13,220) --
Payments of long-term debt and capital leases (1,908) (646)
Payment of cash dividends (2,542) (2,534)
Other 434 76
-------- --------
Net cash used by financing activities and
capital transactions (17,236) (3,104)
-------- --------
Net increase in cash and cash equivalents 34,113 6,098
Cash and cash equivalents - beginning of period 797 8,508
-------- --------
Cash and cash equivalents - end of period $ 34,910 $ 14,606
======== ========
See Unaudited Condensed Notes to Consolidated Financial Statements.
</TABLE>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, consisting of
normal recurring accruals, necessary to present fairly the consolidated
financial position as of March 1, 1997, the consolidated results of
operations for the 26 and 13 weeks ended March 1, 1997 and the 27 and 13
weeks ended March 2, 1996, and the consolidated cash flows for the 26
weeks ended March 1, 1997 and the 27 weeks ended March 2, 1996. The
results of operations for the 26 weeks ended March 1, 1997, are not
necessarily indicative of the results to be expected for the full year.
2. Inventories are valued at the lower of cost or market, with cost being
determined under the last-in, first-out (LIFO) method and market defined
as net realizable value.
Inventories are composed of the following (dollars in thousands):
March 1, August 31,
1997 1996
------------ ------------
Finished
goods.................... $ 17,704 $ 28,228
Work in process.......... 15,622 13,915
Raw materials............ 31,450 37,537
------------ ------------
64,776 79,680
LIFO (17,027) (16,577)
reserve..................
============ ============
$ 47,749 $ 63,103
============ ============
3. Since March 1992, the Company has had a financing and security agreement
with NationsCredit Corporation (NationsCredit). Terms of the agreement
limit borrowings to the lesser of $30,000,000 or 75 percent of eligible
inventory (fully manufactured recreation vehicles and motor home chassis
and related components). Borrowings are secured by the Company's
receivables and inventory. Borrowings under the agreement bear interest
at the prime rate, as defined in the agreement, plus 50 basis points. The
line of credit is available through March 31, 1998, and continues during
successive one-year periods unless either party provides at least
90-days' notice prior to the end of the one-year period to the other
party that they wish to terminate the line of credit. The agreement also
contains certain restrictive covenants including maintenance of minimum
net worth, working capital and current ratio. As of March 1, 1997, the
Company was in compliance with these covenants. There were no outstanding
borrowings under the line of credit at March 1, 1997 or August 31, 1996.
4. It is customary practice for companies in the recreation vehicle industry
to enter into repurchase agreements with lending institutions which have
provided wholesale floor plan financing to dealers. The Company's
agreements provide for the repurchase of its products from the financing
institution in the event of repossession upon a dealer's default. The
Company was contingently liable for approximately $150,954,000 and
$129,135,000 under repurchase agreements with lending institutions as of
March 1, 1997 and August 31, 1996, respectively. Included in these
contingent liabilities as of March 1, 1997 and August 31, 1996 are
approximately $34,278,000 and $33,216,000, respectively, of certain
dealer receivables subject to recourse agreements with NationsCredit and
Green Tree Financial Corporation.
5. Fiscal year-to-date the Company paid cash for the following (dollars in
thousands):
Twenty-Six Twenty-Seven
Weeks Ended Weeks Ended
----------- ------------
March 1, March 2,
1997 1996
---------- ----------
Interest $ 355 $ 978
Income taxes 10,175 520
6. The Company, as a result of the continuing sluggish RV market conditions
in central Europe, decided to close the rental and retail operations of
its subsidiary, Winnebago Industries Europe GmbH (WIE), located in
Kirkel, Germany. The 13 and 26 weeks ended March 1, 1997 were negatively
impacted by charges aggregating $5 million as a result of this decision.
The $5 million of charges are principally reflected in cost of goods
sold, selling expenses and general and administrative expenses.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Thirteen Weeks Ended March 1, 1997 Compared to Thirteen Weeks Ended March 2,
1996.
Net revenues for the 13 weeks ended March 1, 1997 were $105,702,000, a decrease
of $459,000, or 0.4 percent from the 13 week period ended March 2, 1996. Motor
home shipments (Classes A and C) were 1,828 units, a decrease of 40 units, or
2.1 percent, during the second quarter of fiscal 1997 compared to the second
quarter of fiscal 1996. Even though the Company did record a negative impact to
the financial statements for its German subsidiary, WIE, during the second
quarter of fiscal 1997, the long-term outlook for the motor home sales
domestically appears favorable.
Gross profit, as a percent of net revenues, was 9.6 percent for the 13 weeks
ended March 1, 1997 compared to 12.7 percent for the 13 weeks ended March 2,
1996. This decrease can be attributed primarily to reductions in valuations of
the units and parts inventories at WIE and by an increase in discount programs
to sell specific units into the U.S. marketplace.
Selling and delivery expenses were $6,663,000 or 6.3 percent of net revenues
during the second quarter of fiscal 1997 compared to $5,139,000 or 4.8 percent
of net revenues during the second quarter of fiscal 1996. The increases in
dollars and percentage is due to increases in product promotional expenses.
General and administrative expenses increased by $1,356,000 to $6,866,000
comparing the 13 weeks ended March 1, 1997 to the 13 weeks ended March 2, 1996
and increased as a percentage of net revenues to 6.5 percent from 5.2 percent.
The increases in dollars and percentage were caused primarily by the increases
in legal reserves at WIE and the Company, an increase in the allowance for
doubtful receivables at WIE and an increase in the bad debt reserve at the
Company's finance subsidiary, Winnebago Acceptance Corporation (WAC), partially
offsetting these increases was a reduction in the Company's product liability
reserve.
The Company had net financial income of $745,000 for the second quarter of
fiscal 1997 compared to net financial income of $384,000 for the comparable
quarter of fiscal 1996. During the 13 weeks ended March 1, 1997, the Company
recorded $636,000 of interest income, gains of $93,000 in foreign currency
transactions and $16,000 of realized and unrealized gains in its trading
securities portfolio. During the 13 weeks ended March 2, 1996, the Company
recorded $228,000 of interest income, $188,000 of realized and unrealized gains
in its trading securities portfolio and losses of $32,000 in foreign currency
transactions.
For the 13 weeks ended March 1, 1997, the Company had pre-tax income from
domestic continuing operations of $3,115,000 and a pre-tax loss from WIE of
$5,700,000, of which $5,000,000 was due to the Company's decision to close the
rental and retail operations of WIE (See Note 6). The $5,700,000 pre-tax loss of
WIE is considered an operating loss of a foreign subsidiary that does not
qualify for a tax deduction, therefore, the Company was required to record a
provision for taxes of $1,089,000 resulting in a consolidated net loss of
$3,674,000 or $.15 per share. For the comparable period of fiscal 1996, the
Company had pre-tax income of $3,257,000 from continuing operations and a
provision for taxes of $1,059,000 resulting in income from continuing operations
of $2,198,000 and income from discontinued Cycle-Sat operations of $40,000 (net
of income tax provisions of $17,000) resulting in net income of $2,238,000 or
$.09 per share.
Twenty-Six Weeks Ended March 1, 1997 Compared to Twenty-Seven Weeks Ended March
2, 1996
Net revenues for the 26 weeks ended March 1, 1997 were $219,594,000, a decrease
of $302,000, or 0.1 percent from the 27 week period ended March 2, 1996. Motor
home shipments (Classes A and C) were 3,786 units, a decrease of 146 units, or
3.7 percent, during the 26 weeks ended March 1, 1997 when compared to the 27
weeks ended March 2, 1996. Even though motor home shipments decreased by 3.7
percent, net revenues remained relatively constant due to an increase in the
average motor home sales price when comparing the two periods.
Gross profit, as a percent of net revenues, was 11.5 percent for the 26 weeks
ended March 1, 1997 compared to 13.4 percent for the 27 weeks ended March 2,
1996. This decrease can be attributed primarily to reductions in valuations of
the units and parts inventories at WIE and by an increase in discount programs
to sell specific units into the U.S. marketplace.
Selling and delivery expenses were $13,001,000 or 5.9 percent of net revenues
during the 26 weeks ended March 1, 1997 compared to $11,578,000, or 5.3 percent
of net revenues during the 27 weeks ended March 2, 1996. The increases in
dollars and percentage is due to increases in product promotional expenses.
General and administrative expenses increased by $678,000 to $11,751,000 when
comparing the 26 weeks ended March 1, 1997 to the 27 weeks ended March 2, 1996.
Also, the percentage increased to 5.4 percent of net revenues from 5.0 percent
of net revenues when comparing the same periods. The increases in dollars and
percentage were caused primarily by the increases in legal reserves at WIE and
the Company, an increase in the allowance for doubtful receivables at WIE and an
increase in the bad debt reserve at the Company's finance subsidiary, WAC,
partially offsetting these increases was a reduction in the Company's product
liability reserve.
The Company had net financial income of $1,114,000 for the first half of fiscal
1997 compared to net financial income of $707,000 for the comparable period of
fiscal 1996. During the 26 weeks ended March 1, 1997, the Company recorded
$945,000 of interest income, $137,000 of realized and unrealized gains in its
trading securities portfolio and $32,000 of gains in foreign currency
transactions. During the 27 weeks ended March 2, 1996, the Company recorded
$482,000 of interest income, $148,000 of realized and unrealized gains in its
trading securities portfolio and $77,000 of gains in foreign currency
transactions.
For the 26 weeks ended March 1, 1997, the Company had pre-tax income from
domestic continuing operations of $7,440,000 and a pre-tax loss from WIE of
$5,800,000 of which $5,000,000 was due to the write down of selected assets
caused by excess inventory buildup and the Company's decision to close the
rental and retail operations of WIE (See Note 6). The $5,800,000 pre-tax loss of
WIE is considered an operating loss of a foreign subsidiary that does not
qualify for a tax deduction, therefore, the Company was required to record a
provision for taxes of $2,608,000 resulting in a loss from continuing operations
of $968,000 or $.04 per share.
For the 26 weeks ended March 1, 1997, the Company recorded a gain from the sale
of the discontinued Cycle-Sat subsidiary of $16,472,000 (net of income taxes of
$13,462,000), or $.65 per share.
For the 27 weeks ended March 2, 1996, the Company reported income from
discontinued Cycle-Sat operations of $358,000 (net of income tax provisions of
$157,000), or $.01 per share.
During the 26 weeks ended March 1, 1997, the Company had net income of
$15,504,000, or $.61 per share, compared to $5,228,000, or $.21 per share for
the 27 weeks ended March 2, 1996.
LIQUIDITY AND FINANCIAL CONDITION
The Company meets its working capital and capital equipment requirements and
cash requirements of subsidiaries with funds generated internally and funds from
agreements with financial institutions.
At March 1, 1997, working capital was $90,608,000, an increase of $28,453,000
from the amount at August 31, 1996. The increase in the Company's working
capital was caused primarily by proceeds from the sale of the Cycle-Sat
subsidiary. The Company's principal sources and uses of cash during the 26 weeks
ended March 1, 1997 are set forth in the unaudited consolidated condensed
statement of cash flows for that period.
Principal known demands at March 1, 1997 on the Company's liquid assets for the
remainder of fiscal 1997 include approximately $8,000,000 of income taxes
partially due to the gain on the sale of Cycle-Sat, $3,500,000 of capital
expenditures (primarily equipment replacement) and $2,500,000 of cash dividends
declared by the Board of Directors on March 20, 1997 (payable July 7, 1997).
Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
both short-term and long-term operating requirements.
Part II Other Information
Item 4 Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders was held December 18, 1996.
(b) The election of eight directors was the only shareholder business
transacted at the annual meeting. The breakdown of the votes was
as follows*:
VOTES CAST VOTES CAST VOTES
FOR AGAINST ABSTAINED
-------------- ----------- -----------
Gerald E. Boman 21,048,736 316,120 195,061
Jerry N. Currie 21,150,466 214,390 195,061
Fred G. Dohrmann 20,913,994 450,862 195,061
John V. Hanson 20,909,784 455,072 195,061
Gerald C. Kitch 21,147,556 217,300 195,061
Joseph M. Shuster 21,163,439 201,417 195,061
Frederick M. Zimmerman 21,164,839 200,017 195,061
Francis L. Zrostlik 21,153,863 210,993 195,061
* There were no broker non-votes.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibit - See Exhibit Index on page 12.
(b) The Company filed a current report on Form 8-K on December 4, 1996.
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 thereunto duly authorized.
WINNEBAGO INDUSTRIES, INC.
----------------------------------------
(Registrant)
Date April 10, 1997 /s/ Fred G. Dohrmann
------------------------- -----------------------------------------
Fred G. Dohrmann
Chairman of the Board and Chief
Executive Officer
Date April 10, 1997 /s/ Edwin F. Barker
------------------------- -----------------------------------------
Edwin F. Barker
Vice President - Chief Financial Officer
EHIBIT INDEX
3b. Amended by-laws of the Registrant.
27 Financial Data Schedule.
BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC.
AS AMENDED
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State of Iowa.
The Corporation may have such other offices, either within or without
of the State of Iowa, as the Board of Directors may designate or as the business
of the Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting
The Annual Meeting of the Shareholders shall be held on a date in the
month of December of each year, commencing with the December, 1987 meeting, to
be annually set by the Board of Directors with written notice thereof to be
given not less than ten (10) days prior thereto by the Secretary, to be held in
Forest City, Iowa, at such place as may be designated by the Board of Directors,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers
The business and affairs of this Corporation shall be managed by its
Board of Directors.
Section 2. Number, Tenure and Qualifications
The number of directors constituting the Board of Directors of the
Corporation shall be ten (10) until increased or decreased by proper amendment
thereto. Each director shall hold office until the next annual meeting of the
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Iowa nor shareholders of the
Corporation.
Section 3. Regular Meetings
The regular meeting of the Board of Directors shall be held without
other notice than these By-Laws, immediately after, and at the same place as,
the Annual Meeting of the Shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Iowa, for
the holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the
request of the President or any one director. The persons or person authorized
to call special meetings of the Board of Directors may fix the time for holding
any special meetings of the Board of Directors so called, but the place shall be
the same as the regular meeting place unless another place is unanimously agreed
upon at the time and ratified by appropriate resolution.
Section 5. Notice of Meetings
Notice of any special meeting of the Board of Directors shall be given
at least five (5) days previously thereto by written notice delivered personally
or mailed to each director at his business address, or by telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with sufficient postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company; any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
expressed purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Committees
The Board of Directors may, by resolution adopted by a majority of the
whole board, designate from among its members an Executive Committee and one or
more other committees. Any such committee, to the extent provided in the
resolution, shall have and may exercise all the authority of the Board of
Directors; provided, however, that no such committee shall have such authority
in reference to any matter for which such authority is specifically reserved to
the full Board of Directors by the terms of the Iowa Business Corporation Act,
as amended. Each such committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
ARTICLE IV. OFFICERS
Section 1. Number
The officers of the Corporation shall be a President, Vice President, a
Secretary and a Treasurer. Such other officers, assistant officers and acting
officers as may be deemed necessary, may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person if so
nominated and elected.
Section 2. Election and Term of Office
The officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. The officers of the Corporation
shall hold office until their successors are chosen and qualify or until their
death or resignation. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors in office. Any vacancy occurring in any office in the Corporation
shall be filled by the Board of Directors.
ARTICLE V. FISCAL YEAR
The fiscal year of this Corporation shall begin on the 1st day of
September and end on the last day of August, in each year.
ARTICLE VI. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-30-1997
<PERIOD-END> MAR-01-1997
<CASH> 34,910
<SECURITIES> 0
<RECEIVABLES> 38,763
<ALLOWANCES> 1,815
<INVENTORY> 47,749
<CURRENT-ASSETS> 141,858
<PP&E> 120,206
<DEPRECIATION> 82,100
<TOTAL-ASSETS> 219,084
<CURRENT-LIABILITIES> 51,250
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 123,308
<TOTAL-LIABILITY-AND-EQUITY> 219,084
<SALES> 105,702
<TOTAL-REVENUES> 105,702
<CGS> 95,503
<TOTAL-COSTS> 95,503
<OTHER-EXPENSES> 13,529
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 745
<INCOME-PRETAX> (2,585)
<INCOME-TAX> 1,089
<INCOME-CONTINUING> (3,674)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,674)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> 0
</TABLE>
