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 May 27, 2000
-------------------------------------------------
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 21,272,601 shares of $.50 par value common stock outstanding on July
6, 2000.
<PAGE>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO REPORT ON FORM 10-Q
Page Number
-----------
PART I. FINANCIAL INFORMATION:
Consolidated Balance Sheets (Interim period information 1 & 2
unaudited)
Unaudited Consolidated Statements of Income 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 7 - 9
and Results of Operations
PART II. OTHER INFORMATION 10 - 12
<PAGE>
Part I Financial Information
Item 1.
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Dollars in thousands
MAY 27, AUGUST 28,
ASSETS 2000 1999
----------------------------------------------------- ------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 59,725 $ 48,160
Receivables, less allowance for doubtful
accounts ($1,224 and $960, respectively) 32,030 33,342
Dealer financing receivables, less allowance
for doubtful accounts ($97 and $73, respectively) 31,887 24,573
Inventories 87,040 87,031
Prepaid expenses 3,944 3,593
Deferred income taxes 6,982 6,982
------------ ------------
Total current assets 221,608 203,681
------------ ------------
PROPERTY AND EQUIPMENT, at cost
Land 1,176 1,150
Buildings 44,429 41,136
Machinery and equipment 77,755 73,839
Transportation equipment 5,416 5,345
------------ ------------
128,776 121,470
Less accumulated depreciation 83,877 83,099
------------ ------------
Total property and equipment, net 44,899 38,371
------------ ------------
LONG-TERM NOTES RECEIVABLE, less allowances
($289 and $262, respectively) 853 787
------------ ------------
INVESTMENT IN LIFE INSURANCE 20,750 19,749
------------ ------------
DEFERRED INCOME TAXES, NET 18,654 18,654
------------ ------------
OTHER ASSETS 6,763 4,647
------------ ------------
TOTAL ASSETS $ 313,527 $ 285,889
============ ============
</TABLE>
See Unaudited Condensed Notes to Consolidated Financial Statements
1
<PAGE>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Dollars in thousands
MAY 27, AUGUST 28,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
--------------------------------------------------------- ------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable, trade $ 31,916 $ 38,604
Income tax payable 9,166 10,201
Accrued expenses:
Insurance 5,526 3,962
Product warranties 8,610 6,407
Accrued compensation 13,455 13,204
Promotional 7,731 2,629
Other 5,438 4,954
------------ ------------
Total current liabilities 81,842 79,961
------------ ------------
POSTRETIREMENT HEALTH CARE AND DEFERRED
COMPENSATION BENEFITS 60,593 56,544
------------ ------------
STOCKHOLDERS' EQUITY
Capital stock, common, par value $.50; authorized
60,000,000 shares: issued 25,878,000 and 25,874,000
shares, respectively 12,939 12,937
Additional paid-in capital 21,994 21,907
Reinvested earnings 189,781 151,482
------------ ------------
224,714 186,326
Less treasury stock, at cost 53,622 36,942
------------ ------------
Total stockholders' equity 171,092 149,384
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 313,527 $ 285,889
============ ============
</TABLE>
See Unaudited Condensed Notes to Consolidated Financial Statements
2
<PAGE>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
================================================================================
IN THOUSANDS EXCEPT PER SHARE DATA
<TABLE>
<CAPTION>
THIRTEEN THIRTY-NINE
WEEKS ENDED WEEKS ENDED
--------------------------- ---------------------------
May 27, May 29, May 27, May 29,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenues $ 211,137 $ 191,546 $ 580,832 $ 503,342
Cost of goods sold 174,363 157,804 482,393 420,355
------------ ------------ ------------ ------------
Gross profit 36,774 33,742 98,439 82,987
------------ ------------ ------------ ------------
Operating expenses:
Selling and delivery 6,517 5,997 18,418 16,593
General and administrative 6,544 6,129 21,245 16,112
------------ ------------ ------------ ------------
Total operating expenses 13,061 12,126 39,663 32,705
------------ ------------ ------------ ------------
Operating income 23,713 21,616 58,776 50,282
Financial income 831 670 2,389 1,816
------------ ------------ ------------ ------------
Pre-tax income 24,544 22,286 61,165 52,098
Provision for taxes 8,287 7,675 20,676 17,884
------------ ------------ ------------ ------------
Net income $ 16,257 $ 14,611 $ 40,489 $ 34,214
============ ============ ============ ============
Earnings per common share (Note 7):
-----------------------------------
Basic $ .76 $ .66 $ 1.86 $ 1.54
Diluted $ .74 $ .65 $ 1.83 $ 1.52
Weighted average common shares outstanding (Note 7):
----------------------------------------------------
Basic 21,531 22,190 21,808 22,186
Diluted 21,848 22,517 22,176 22,483
</TABLE>
See Unaudited Condensed Notes to Consolidated Financial Statements.
================================================================================
3
<PAGE>
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Dollars in thousands THIRTY-NINE WEEKS ENDED
-------------------------------
May 27, May 29,
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 40,489 $ 34,214
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 4,826 4,212
Other 431 545
Change in assets and liabilities:
Decrease (increase) in receivable and other assets 606 (24,877)
Increase in inventories (9) (7,589)
Increase in accounts payable and accrued expenses 2,916 9,396
(Decrease) increase in income taxes payable (1,035) 16,746
Increase in postretirement benefits 3,862 3,609
Other -- (238)
------------ ------------
Net cash provided by operating activities 52,086 36,018
------------ ------------
Cash flows used by investing activities:
Purchases of property and equipment (11,715) (8,711)
Investments in dealer receivables (81,963) (74,494)
Collections of dealer receivables 74,634 57,560
Other (2,696) 2,067
------------ ------------
Net cash used by investing activities (21,740) (23,578)
------------ ------------
Cash flows used by financing activities and capital transactions:
Payments for purchase of common stock (17,747) (8,975)
Payment of cash dividends (2,189) (2,221)
Other 1,155 1,349
------------ ------------
Net cash used by financing activities and
capital transactions (18,781) (9,847)
------------ ------------
Net increase in cash and cash equivalents 11,565 2,593
Cash and cash equivalents - beginning of period 48,160 53,859
------------ ------------
Cash and cash equivalents - end of period $ 59,725 $ 56,452
============ ============
</TABLE>
See Unaudited Condensed Notes to Consolidated Financial Statements.
4
<PAGE>
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 May 27, 2000, the consolidated results of
operations for the 39 and 13 weeks ended May 27, 2000 and May 29, 1999,
and the consolidated cash flows for the 39 weeks ended May 27, 2000 and
May 29, 1999. The statements of income for the 39 weeks ended May 27,
2000, are not necessarily indicative of the results to be expected for the
full year. The balance sheet data as of August 28, 1999 was derived from
audited financial statements, but does not include all disclosures
contained in the Company's Annual Report to Shareholders for the year
ended August 28, 1999. The interim consolidated financial statements
should be read in conjunction with the audited financial statements and
notes thereto appearing in the Company's Annual Report to Shareholders for
the year ended August 28, 1999.
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):
May 27, August 28,
2000 1999
----------- -----------
Finished goods........... $ 33,620 $ 25,622
Work in process.......... 22,463 24,822
Raw materials............ 51,064 55,076
----------- -----------
107,147 105,520
LIFO reserve............. (20,107) (18,489)
----------- -----------
$ 87,040 $ 87,031
=========== ===========
3. Since March 1992, the Company has had a financing and security agreement
with Bank of America Specialty Group (formerly NationsBank Specialty
Lending Unit). 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
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
May 27, 2000, the Company was in compliance with these financial
covenants. There were no outstanding borrowings under the line of credit
at May 27, 2000 or August 28, 1999.
4. It is customary practice for companies in the recreation vehicle industry
to enter into repurchase agreements with financing 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 $243,441,000 and
$168,552,000 under repurchase agreements with lending institutions as of
May 27, 2000 and August 28, 1999, respectively. Included in these
contingent liabilities as of May 27, 2000 and August 28, 1999 are
approximately $7,076,000 and $7,480,000, respectively, of certain dealer
receivables subject to recourse agreements with Bank of America Specialty
Group and Conseco Finance Servicing Group (formerly Green Tree Financial).
5. For the periods indicated, the Company paid cash for the following
(dollars in thousands):
THIRTY-NINE WEEKS ENDED
--------------------------
May 27, May 29,
2000 1999
--------- ---------
Interest $ 236 $ 97
Income taxes 21,930 18,800
5
<PAGE>
6. On March 15, 2000, the Board of Directors authorized the repurchase of
outstanding shares of the Company's common stock for an aggregate purchase
price of up to $15,000,000. As of May 27, 2000, 162,200 shares had been
repurchased for an aggregate consideration of $2,747,651 under this
authorization.
7. The following table reflects the calculation of basic and diluted earnings
per share for the 13 and 39 weeks ended May 27, 2000 and May 29, 1999:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
---------------------------- ----------------------------
MAY 27, MAY 29, MAY 27, MAY 29,
IN THOUSANDS EXCEPT PER SHARE DATA 2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
EARNINGS PER SHARE - BASIC:
---------------------------
Net income $ 16,257 $ 14,611 $ 40,489 $ 34,214
------------ ------------ ------------ ------------
Weighted average shares outstanding 21,531 22,190 21,808 22,186
------------ ------------ ------------ ------------
Earnings per share - basic $ .76 $ .66 $ 1.86 $ 1.54
------------ ------------ ------------ ------------
EARNINGS PER SHARE - ASSUMING DILUTION:
---------------------------------------
Net income $ 16,257 $ 14,611 $ 40,489 $ 34,214
------------ ------------ ------------ ------------
Weighted average shares outstanding 21,531 22,190 21,808 22,186
Dilutive impact of options outstanding 317 327 368 297
------------ ------------ ------------ ------------
Weighted average shares & potential
dilutive shares outstanding 21,848 22,517 22,176 22,483
------------ ------------ ------------ ------------
Earnings per share - assuming dilution $ .74 $ .65 $ 1.83 $ 1.52
------------ ------------ ------------ ------------
</TABLE>
There were options to purchase 166,800 shares of common stock outstanding
at a price of $18.50 per share during the 13 weeks ended May 27, 2000 and
options to purchase 14,000 shares of common stock outstanding at a price
of $15.375 per share during the 13 weeks ended May 29, 1999. These options
were not included in the computation of diluted earnings per share because
the options' exercise price was greater than the average market price of
the common shares.
8. The Company defines its operations into two business segments:
Recreational vehicles and other manufactured products and dealer
financing. Recreation vehicles and other manufactured products includes
all data relative to the manufacturing and selling of the Company's Class
A, B and C motor home products as well as sales of component products for
other manufacturers and recreation vehicle related parts and service
revenue. Dealer financing includes floorplan unit financing for the
Company's dealers whom have limited floorplan financing resources.
Management focuses on operating income as a segment's measure of profit or
loss when evaluating a segment's financial performance. Operating income
is before interest expense, interest income, and income taxes. A variety
of balance sheet ratios are used by management to measure the business.
Identifiable assets are those assets used in the operations of each
industry segment. General corporate assets consist of cash and cash
equivalents, deferred income taxes and other corporate assets not related
to the two business segments. General corporate income and expenses
include administrative costs. Inter-segment sales and expenses are not
significant.
For the 39 weeks ended May 27, 2000 and May 29, 1999, the Company's
segment information is as follows:
<TABLE>
<CAPTION>
RECREATION VEHICLES
& OTHER
MANUFACTURED DEALER GENERAL
(DOLLARS IN THOUSANDS) PRODUCTS FINANCING CORPORATE TOTAL
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
39 WEEKS ENDED MAY 27, 2000
Net revenues $ 577,956 $ 2,876 $ -- $ 580,832
Operating income (loss) 56,651 2,695 (570) 58,776
Identifiable assets 191,612 32,603 89,312 313,527
39 WEEKS ENDED MAY 29, 1999
Net revenues $ 501,065 $ 2,277 $ -- $ 503,342
Operating income (loss) 47,509 3,208 (435) 50,282
Identifiable assets 152,100 31,201 84,436 267,737
</TABLE>
6
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Thirteen Weeks Ended May 27, 2000 Compared to Thirteen Weeks Ended May 29, 1999
Net revenues for manufactured products for the 13 weeks ended May 27, 2000 were
$210,056,000, an increase of $19,379,000 or 10.2 percent from the 13-week period
ended May 29, 1999. Motor home shipments (Class A and C) during the third
quarter of fiscal 2000 were 3,033 units, an increase of 52 units, or 1.7
percent, compared to the third quarter of fiscal 1999. As a result of the
Company's shipments of more units with slideout features, the percentage
increase in net revenues for manufactured products in the third quarter of
fiscal 2000 was greater than the percentage increase in motor home shipments for
that period. The Company is bracing for a slowdown in sales in light of slipping
consumer confidence levels and rising interest rates and gasoline prices.
Nonetheless, long-term prospects for the Company remain favorable as demographic
studies show that the industry's prime target market of people age 50 and older
is growing and will continue to grow over the next 20 years. Order backlog for
the Company's Class A and Class C motor homes was approximately 1,800 orders and
2,200 orders at May 27, 2000 and May 29, 1999, respectively. 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.
Net revenues for dealer financing of Winnebago Acceptance Corporation (WAC) were
$1,081,000 for the 13 weeks ended May 27, 2000, an increase of $211,000 or 24.4
percent from the 13-week period ended May 29, 1999. Increased revenues for
dealer financing reflect an increase in average dealer receivable balances and
to a lesser extent an increase in interest rates charged when comparing the
third quarter of fiscal 2000 to the comparable period of fiscal 1999.
Gross profit, as a percent of net revenues, was 17.4 percent for the 13 weeks
ended May 27, 2000 compared to 17.6 percent for the 13 weeks ended May 29, 1999.
The Company's gross profit percentage decreased as a result of increases in raw
material costs during the 13 weeks ended May 27, 2000 when compared to the 13
weeks ended May 29, 1999.
Selling and delivery expenses were $6,517,000 or 3.1 percent of net revenues
during the third quarter of fiscal 2000 compared to $5,997,000 or 3.1 percent of
net revenues during the third quarter of fiscal 1999. The increase in dollars
can be attributed primarily to increases in the Company's promotional programs
and advertising costs.
General and administrative expenses were $6,544,000 or 3.1 percent of net
revenues during the 13 weeks ended May 27, 2000 compared to $6,129,000 or 3.2
percent of net revenues during the 13 weeks ended May 29, 1999. The increase in
dollars when comparing the two quarters was primarily due to increases in
Company-wide employee incentive programs.
The Company had net financial income of $831,000 for the third quarter of fiscal
2000 compared to net financial income of $670,000 for the comparable quarter of
fiscal 1999. The increase in net financial income when comparing the two periods
was attributed primarily to an increase in net interest income.
For the third quarter of fiscal 2000, the Company had net income of $16,257,000,
or $.74 per diluted share, compared to the third quarter of fiscal 1999's net
income of $14,611,000, or $.65 per diluted share. Net income and earnings per
diluted share increased by 11.3 percent and 13.8 percent, respectively, when
comparing the third quarter of fiscal 2000 to the third quarter of fiscal 1999.
Thirty-Nine Weeks Ended May 27, 2000 Compared to Thirty-Nine Weeks Ended May 29,
1999
Net revenues for manufactured products for the 39 weeks ended May 27, 2000 were
$577,956,000, an increase of $76,891,000, or 15.3 percent from the 39-week
period ended May 29, 1999. Motor home shipments (Class A and C) were 8,250
units, an increase of 518 units, or 6.7 percent, during the 39 weeks ended May
27, 2000 when compared to the 39 weeks ended May 29, 1999. The difference in
percentages when comparing the percent increase in revenue for manufactured
products to the percent increase in unit shipments for the 39 weeks ended May
27, 2000 was caused by the
7
<PAGE>
shipments of more units with slideout features and to a lesser extent due to a
greater number of higher priced diesel-powered Class A vehicles. Industry demand
for motorized recreation vehicles remained strong during the 39 weeks ended May
27, 2000 but due to lower levels of consumer confidence and rising interest
rates and gasoline prices, the Company is bracing for a slowdown in sales which
could make the next quarter or two challenging.
Net revenues for dealer financing of WAC were $2,876,000 for the 39 weeks ended
May 27, 2000; an increase of $599,000 or 26.3 percent from the 39 weeks ended
May 29, 1999. Increased revenues for dealer financing reflect an increase in
average dealer receivable balances and to a lesser extent, an increase in
interest rates charged when comparing year to date of fiscal 2000 to the
comparable period of fiscal 1999.
Gross profit, as a percent of net revenues, was 16.9 percent for the 39 weeks
ended May 27, 2000 compared to 16.5 percent for the 39 weeks ended May 29, 1999.
The Company's favorable product mix change and increased volume of motor homes
during the 39 weeks ended May 27, 2000 were the primary causes of the improved
gross margin percentage.
Selling and delivery expenses were $18,418,000 or 3.2 percent of net revenues
during the first nine months of fiscal 2000 compared to $16,593,000 or 3.3
percent of net revenues during the comparable period of fiscal 1999. The
increase in dollars can be attributed primarily to increases in the Company's
promotional programs and advertising costs.
General and administrative expenses were $21,245,000 or 3.7 percent of net
revenues during the 39 weeks ended May 27, 2000 compared to $16,112,000 or 3.2
percent of net revenues during the 39 weeks ended May 29, 1999. Increases in
Company-wide employee incentive programs and in insurance costs during the 39
weeks ended May 27, 2000 were the primary reasons for the increases in both
dollars and percentages in general and administrative expenses when comparing to
the comparable period of fiscal 1999. Also contributing to the increase between
the two thirty-nine week periods were monies the Company received and recorded
during the 39 weeks ended May 29, 1999 on a previously fully reserved
receivable.
The Company had net financial income of $2,389,000 for the 39 weeks ended May
27, 2000 compared to net financial income of $1,816,000 for the 39 weeks ended
May 29, 1999. The increase in net financial income when comparing the two
periods was attributed primarily to an increase in net interest income.
For the thirty-nine weeks ended May 27, 2000, the Company recorded net income of
$40,489,000, or $1.83 per diluted share, compared to net income for the
thirty-nine weeks ended May 29, 1999 of $34,214,000, or $1.52 per diluted share.
Net income and earnings per diluted share increased by 18.3 percent and 20.4
percent, respectively, when comparing the two thirty-nine week periods.
LIQUIDITY AND FINANCIAL CONDITION
The Company meets its working capital requirements, capital equipment
requirements and cash requirements with funds generated internally.
At May 27, 2000, working capital was $139,766,000, an increase of $16,046,000
from the amount at August 28, 1999. The Company's principal uses of cash during
the 39 weeks ended May 27, 2000 were $81,963,000 of dealer receivable
investments, $17,747,000 for the purchase of shares of the Company's Common
Stock and $11,715,000 for the purchase of property and equipment. The Company's
principal sources of cash during the 39 weeks ended May 27, 2000 were the
collection of $74,634,000 in dealer receivables and income from operations. The
Company's sources and uses of cash during the 39 weeks ended May 27, 2000 are
set forth in the unaudited consolidated condensed statement of cash flows for
that period.
8
<PAGE>
Principal known demands at May 27, 2000 on the Company's liquid assets for the
remainder of fiscal 2000 include approximately $3,500,000 of capital
expenditures and funds for payment of cash dividends. On March 15, 2000, the
Board of Directors declared a cash dividend of $.10 per common share payable
July 10, 2000, to shareholders of record on June 9, 2000.
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.
ACCOUNTING CHANGES
Recognition of Derivative Instruments and Hedging Activities
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" was
issued in June 1998 and must be adopted by the Company no later than fiscal
2001. This statement requires that an entity recognizes all derivatives as
either assets or liabilities in the balance sheet and measure these instruments
at fair value. The Company has not completed the process of evaluating the
effect of SFAS No. 133 on its financial statements.
FORWARD LOOKING INFORMATION
Except for the historical information contained herein, certain of the matters
discussed in this report are "forward looking statements" as defined in the
Private Securities Litigation Reform Act of 1995, which involve risks and
uncertainties, including, but not limited to availability of chassis, slower
than anticipated sales of new or existing products, a significant increase in
interest rates, a general slowdown in the economy, or new product introductions
by competitors and other factors which may be disclosed throughout this Form
10-Q or in the Company's Annual Report on Form 10-K for the year ended August
28, 1999. Any forecasts and projections in this report are "forward looking
statements," and are based on management's current expectations of the Company's
near-term results, based on current information available pertaining to the
Company; actual results could differ materially.
9
<PAGE>
Part II Other Information
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits - See Exhibit Index on page 12.
(b) On May 10, 2000, the Company filed a report on Form 8-K
relative to Winnebago Industries, Inc.'s Rights Plan
Agreement.
10
<PAGE>
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 July 6, 2000 /s/ Bruce D. Hertzke
----------------------- -----------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer, and President
(Principal Executive Officer)
Date July 6, 2000 /s/ Edwin F. Barker
----------------------- -----------------------------------------
Edwin F. Barker
Vice President - Chief Financial Officer
(Principal Financial Officer)
11
<PAGE>
EXHIBIT INDEX
3a. Articles of Incorporation.
27. Financial Data Schedule.
12
