Winnebago Industries, Inc. Form 8-K (Dated 03-18-2004)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


Current Report
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): March 18, 2004

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


IOWA
(State of Incorporation)
001-06403
(Commission File Number)
42-0802678
(IRS Employer Identification No.)

P.O. BOX 152
Forest City, Iowa 50436
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: 641-585-3535





ITEM 7.    Financial Statements and Exhibits

        The following exhibits are included herein:

        Ex.99.1   Press Release of Winnebago Industries, Inc. issued on March 18, 2004

ITEM 12.    Results of Operations and Financial Condition

        Winnebago Industries, Inc. (Winnebago) is filing herewith a press release issued on March 18, 2004 as Exhibit 99.1 which is included herein. The press release was issued to report second quarter of fiscal 2004 earnings.




SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 18, 2004

    By:       /s/    Bruce D. Hertzke                 
   Name:  Bruce D. Hertzke 
   Title:    Chief Executive Officer 



EXHIBIT INDEX

Exhibit
Number

Description
99.1   Press release of Winnebago Industries, Inc. dated March 18, 2004.  





Contact:      Sheila Davis
              Public Relations/Investor Relations Manager
              641/585-6803


                          WINNEBAGO INDUSTRIES REPORTS
                  RECORD SECOND QUARTER AND SIX MONTHS RESULTS

FOREST CITY, IOWA, March 18, 2004 -- Winnebago Industries, Inc. (NYSE: WGO), the
nation's leading motor home manufacturer, today reported record net income for
the second quarter ended February 28, 2004 of $15.9 million, a 29 percent
increase compared to net income of $12.3 million for the second quarter of
fiscal 2003. On a per share basis, the Company earned a record 46 cents per
diluted share for the second quarter of fiscal 2004, a 44 percent increase
compared to 32 cents per diluted share for the second quarter of fiscal 2003.
     Record revenues for the second quarter of fiscal 2004 were $266.0 million,
an increase of 43 percent when compared to revenues of $186.0 million for the
second quarter of fiscal 2003.
    Net income for the first six months of fiscal 2004 was a record $33.9
million, a 19 percent increase when compared to net income of $28.6 million for
the first six months of fiscal 2003. On a per share basis, the Company earned a
record 96 cents per diluted share for the first six months of fiscal 2004, a 28
percent increase compared to 75 cents per diluted share for the first six months
of fiscal 2003.
    For the first six months of fiscal 2004, the Company reported record
revenues of $521.0 million, a 24 percent increase compared to $419.3 million for
the first six months of fiscal 2003.
    "We are extremely pleased with our strong earnings performance for the
second quarter and first six months of fiscal 2004," said Winnebago Industries'
Chairman, CEO and President Bruce D. Hertzke. "Sales of our 2004 Class A diesel
products have been particularly strong since their debut last fall, resulting in
an increase in Class A diesel unit volume of 96 percent in the second quarter of
fiscal 2004 compared to the volume for the same period in fiscal 2003. Winnebago
Industries also saw growth in Class C sales, with an increase of 41 percent in
unit volume compared to the second quarter last year."
    The results of the quarter benefited from strong motor home sales, which
were offset in part by a mix of more competitively priced products, an accrual
of three cents a share for costs associated with an impending product recall,
relatively higher manufacturing expense levels, and higher stock-based incentive
compensation expense.
    "Based on our sales order backlog, we are looking forward to the spring and
summer selling season," Hertzke said. "On February 28, 2004, Winnebago
Industries had 2,933 orders on hand for the Company's motor homes, an increase
of 55 percent from the sales order backlog we reported at the end of the second
quarter last year of 1,890 motor homes. Our 2004 products continue to perform
extremely well in the marketplace. We also continue to believe long-term
prospects remain extremely positive. Economic factors have improved since last
year at this time. Demographic trends also continue to be in our favor for
long-term growth. According to the University of Michigan `Consumer Demographic
Profile' study published in 2002 and conducted for the RV industry, long-term
prospects for the industry will be favorably impacted due to the increased
popularity of RVs, the growth in the prime target audience of people over age
50, and broadening age range of people who are buying motor homes."

On March 5, 2004, Winnebago Industries completed the two for one stock split announced on January 14, 2004. All per share information in this release has been adjusted to reflect the stock split. Winnebago Industries will conduct a conference call in conjunction with this release at 10 a.m. ET today, Thursday, March 18, 2004. Members of the news media, investors and the general public are invited to access a live broadcast of the conference call via the Investor Relations page of Company's website at www.winnebagoind.com, at www.shareholder.com/winnebago/medialist.cfm or www.vcall.com. The event will be archived and available for replay for the next 90 days. ABOUT WINNEBAGO INDUSTRIES Winnebago Industries, Inc. is the leading United States manufacturer of motor homes, self-contained recreation vehicles used primarily in leisure travel and outdoor recreation activities. The Company builds quality motor homes under the Winnebago, Itasca, Rialta and Ultimate brand names with state-of-the-art computer-aided design and manufacturing systems on automotive-styled assembly lines. The Company's common stock is listed on the New York, Chicago and Pacific Stock Exchanges and traded under the symbol WGO. Options for the Company's common stock are traded on the Chicago Board Options Exchange. For access to Winnebago Industries investor relations material, to add your name to an automatic email list for Company news releases or for information on a dollar-based stock investment service for the Company's stock, visit, http://www.winnebagoind.com/html/company/investorRelations.html This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements, including, but not limited to reactions to actual or threatened terrorist attacks, the availability and price of fuel, a significant increase in interest rates, a slowdown in the economy, availability of chassis, sales order cancellations, slower than anticipated sales of new or existing products, new products introduced by competitors and other factors. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the Company's filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or from the Company upon request. - more -

WINNEBAGO INDUSTRIES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) QUARTER ENDED SIX MONTHS ENDED 2/28/2004 3/1/2003 2/28/2004 3/1/2003 --------- -------- --------- -------- Net revenues $266,033 $185,958 $520,966 $419,305 Cost of goods sold 231,004 159,590 446,472 357,865 ----------------------------------------- Gross profit 35,029 26,368 74,494 61,440 ----------------------------------------- Operating expenses Selling 4,461 4,068 9,022 8,755 General and administrative 6,039 2,932 11,777 8,036 ----------------------------------------- Total operating expenses 10,500 7,000 20,799 16,791 ----------------------------------------- Operating income 24,529 19,368 53,695 44,649 Financial income 283 420 586 695 ----------------------------------------- Pre-tax income 24,812 19,788 54,281 45,344 Provision for taxes 8,932 7,898 20,334 17,576 ----------------------------------------- Income from continuing operations 15,880 11,890 33,947 27,768 Income from discontinued operations (net of taxes) -- 419 -- 819 ----------------------------------------- Net income $ 15,880 $ 12,309 $ 33,947 $ 28,587 ========================================= Income per share (basic) From continuing operations $ .47 $ .32 $ .98 $ .74 From discontinued operations -- .01 -- .02 ----------------------------------------- Net income $ .47 $ .33 $ .98 $ .76 ========================================= Number of shares used in per share calculations - basic 33,928 37,550 34,613 37,500 ========================================= Income per share (diluted) From continuing operations $ .46 $ .31 $ .96 $ .73 From discontinued operations -- .01 -- .02 ----------------------------------------- Net income $ .46 $ .32 $ .96 $ .75 ========================================= Number of shares used in per share calculations - diluted 34,545 38,224 35,196 38,226 ========================================= On January 14, 2004, the Company's Board of Directors declared a two-for-one stock split effected in the form of a 100% stock dividend distributed on March 5, 2004 to shareholders of record as of February 20, 2004. All share and per share amounts have been restated to reflect the retroactive effect of the stock split. Certain prior period information has been reclassified to conform to the current year presentation.

WINNEBAGO INDUSTRIES, INC. UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS) FEB. 28, 2004 AUG. 30, 2003 ------------- ------------- ASSETS Current assets Cash and cash equivalents $ 56,716 $ 99,381 Receivables 41,165 30,885 Inventories 137,383 114,282 Other 14,027 12,741 ----------------------- Total current assets 249,291 257,289 Property and equipment, net 63,412 63,318 Deferred income taxes 23,165 22,491 Investment in life insurance 22,421 22,794 Other assets 12,891 11,570 ----------------------- Total assets $371,180 $377,462 ======================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 50,598 $ 52,239 Income taxes payable 6,060 -- Accrued expenses 52,368 40,159 ----------------------- Total current liabilities 109,026 92,398 Post retirement health care and deferred compensation benefits 78,523 74,438 Stockholders' equity 183,631 210,626 ----------------------- Total liabilities and stockholders' equity $371,180 $377,462 =======================

WINNEBAGO INDUSTRIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS) SIX MONTHS ENDED 2/28/2004 3/1/2003 ----------- ----------- Cash flows from operating activities Net income $ 33,947 $ 28,587 Income from discontinued operations -- (819) ----------- ----------- Income from continuing operations 33,947 27,768 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 4,759 4,017 Tax benefit of stock options 2,328 867 Other 504 389 Change in assets and liabilities (Increase) decrease in receivable and other assets (11,446) 10,479 Increase in inventories (23,101) (13,751) Increase in deferred income taxes (2,248) (1,412) Increase (decrease) in accounts payable and accrued expenses 10,568 (1,604) Increase in income taxes payable 7,485 1,737 Increase in postretirement benefits 2,891 2,343 ----------- ----------- Net cash provided by continuing operations 25,687 30,833 Net cash provided by discontinued operations -- 8 ----------- ----------- Net cash provided by operating activities 25,687 30,841 ----------- ----------- Cash flows used in investing activities Purchases of property and equipment (4,967) (17,559) Other (115) (1,458) ----------- ----------- Net cash used in continuing operations (5,082) (19,017) Net cash used in discontinued operations -- (4,255) ----------- ----------- Net cash used in investing activities (5,082) (23,272) ----------- ----------- Cash flows used in financing activities and capital transactions Payments for purchase of common stock (63,979) (10,521) Payment of cash dividends (3,517) (1,887) Proceeds from issuance of common and treasury stock 4,226 2,121 ----------- ----------- Net cash used in financing activities and capital transactions (63,270) (10,287) ----------- ----------- Net decrease in cash and cash equivalents (42,665) (2,718) Cash and cash equivalents-beginning of period 99,381 42,225 ----------- ----------- Cash and cash equivalents-end of period $ 56,716 $ 39,507 =========== ===========

WINNEBAGO INDUSTRIES, INC. UNAUDITED MOTOR HOME DELIVERIES (VOLUME IN UNITS) QUARTER ENDED SIX MONTHS ENDED 2/28/2004 3/1/2003 2/28/2004 3/1/2003 -------------- ------------ ------------- ------------ Unit deliveries Class A gas 1,268 1,157 2,610 2,677 Class A diesel 716 366 1,245 773 Class C 1,038 736 2,129 1,734 -------------- ------------ ------------- ------------ Total deliveries 3,022 2,259 5,984 5,184 WINNEBAGO INDUSTRIES, INC. UNAUDITED BACKLOG AND DEALER INVENTORY (VOLUME IN UNITS) AS OF 2/28/2004 3/1/2003 --------------- ------------- Sales order Backlog Class A gas 1,234 732 Class A diesel 794 297 Class C 905 861 --------------- ------------- Total backlog* 2,933 1,890 Dealer inventory 5,359 4,944 * The Company includes in its backlog all accepted orders from dealers shippable within the next six months. Orders in backlog can be cancelled or postponed at the option of the purchaser at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales. # # #