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): May 16, 2005
WINNEBAGO INDUSTRIES, INC.
(Exact name of Registrant as specified in Charter)
| Iowa | 001-06403 | 42-0802678 | |||
| (State or Other Jurisdiction | Commission | (I.R.S. Employer | |||
| of Incorporation or | File Number | Identification Number) | |||
| Organization) |
P.O. Box 152
Forest City, IA 50436
(Address of Principal Executive Offices)
(641) 585-3535
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
| On May 16, 2005, management and the Audit Committee of the Board of Directors of Winnebago Industries, Inc. (the “Company”) concluded that a restatement of the consolidated financial statements included in the Company's Form 10-Q for the quarter ended February 26, 2005 is necessary. Subsequent to the Company’s filing the Quarterly Report on Form 10-Q for the quarter ended February 26, 2005, during an internal review of the Company’s annual physical inventory, an error in a formula of an electronic spreadsheet was found which resulted in an overstatement of inventory and an understatement of cost of sales of $2,793,000. The restatement, net of income tax effect, will result in a reduction of net income during the 13 and 26 weeks ended February 26, 2005, of $1,795,000 or $.05 per diluted share. The restatement does not impact either the Company’s cash position at February 26, 2005 or its revenues for the periods affected. |
| As a result of the Company’s determination to restate its financial statements as discussed above, the financial statements included in its previously filed Quarterly Report on Form 10-Q for the period ended February 26, 2005 should no longer be relied upon. |
| On May 17, 2005, the Company issued a press release disclosing the above revisions. The release is attached hereto as Exhibit 99.1 and is hereby incorporated herein by this reference. |
| The Company intends to file a Form 10-Q/A for the quarter ended February 26, 2005 which will include restated consolidated financial statements as soon as practicable. |
| The Company’s management and the Audit Committee have discussed the matters disclosed in this Form 8-K with the Company’s independent registered accounting firm, Deloitte & Touche LLP. |
| Item 9.01. | Financial Statements and Exhibits |
| Item No. | Exhibit Index |
| 99.1* | Press Release of Winnebago Industries, Inc. issued May 17, 2005. |
*Filed herewith.
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 hereunto duly authorized.
| WINNEBAGO INDUSTRIES, INC. (Registrant) |
|||
| Date May 17, 2005 | /s/ Edwin F. Barker | ||
| Edwin F. Barker President and Chief Financial Officer | |||
Exhibit Index
| 99.1 | Press Release of Winnebago Industries, Inc. issued May 17, 2005. |
Exhibit 99.1
Winnebago Industries, Inc.
Forest City, Iowa
| Contact: | Sheila Davis
Public Relations/Investor Relations Manager sdavis@winnebagoind.com 641/585-6803 |
WINNEBAGO INDUSTRIES TO RESTATE SECOND QUARTER AND YEAR-TO-DATE
FISCAL 2005 RESULTS
FOREST CITY, IOWA, May 17, 2005 — Winnebago Industries, Inc. (NYSE: WGO)
today announced that it will restate its second quarter and year-to-date results for the periods ended February 26, 2005.
During an internal review of the Company’s annual physical inventory, an
error was found in a formula of an electronic spreadsheet. The error resulted in an overstatement of inventory and an
understatement of cost of sales of $2,793,000. The restatement, net of income tax effect, will result in a reduction of net income
during the 13 and 26 weeks ended February 26, 2005 of $1,795,000 or $.05 per diluted share.
As a result, the Company’s previously issued financial statements for the
13 and 26 weeks ended February 26, 2005 should no longer be relied upon. Attached hereto are the Company’s unaudited
consolidated balance sheet as of February 26, 2005, the Company’s unaudited consolidated statements of income for the 13 and
26 weeks ended February 26, 2005 and the Company’s unaudited condensed consolidated statement of cash flows for the 26 weeks
ended February 26, 2005, reflecting (i) balances as reflected in the previously filed Form 10-Q for the quarter ended February 26,
2005, (ii) adjustments to reflect the overstatement of inventory valuation and understatement of cost of sales and (iii) balances
as restated to the overstatement of inventory valuation and understatement of cost of sales. The restatements will not have any
impact on the Company’s cash position at February 26, 2005 or its revenues for the periods affected.
The Company intends to file a Form 10-Q/A for the quarter ended February 26,
2005 which will include restated consolidated financial statements as soon as practicable.
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 and Itasca 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.
###
Exhibit 99.1
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
| Dollars in thousands | February 26, 2005 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | Originally Reported | Adjustment | As Restated | ||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | 16,107 | $ | - - - | $ | 16,107 | |||||
| Short-term investments | 97,479 | - - - | 97,479 | ||||||||
| Receivables, less allowance for doubtful | |||||||||||
| accounts ($137 and $161, respectively) | 27,677 | - - - | 27,677 | ||||||||
| Inventories | 146,452 | (2,793 | ) | 143,659 | |||||||
| Prepaid expenses and other assets | 5,035 | - - - | 5,035 | ||||||||
| Deferred income taxes | 12,806 | - - - | 12,806 | ||||||||
| Total current assets | 305,556 | (2,793 | ) | 302,763 | |||||||
| PROPERTY AND EQUIPMENT, at cost | |||||||||||
| Land | 1,000 | - - - | 1,000 | ||||||||
| Buildings | 58,490 | - - - | 58,490 | ||||||||
| Machinery and equipment | 99,775 | - - - | 99,775 | ||||||||
| Transportation equipment | 9,405 | - - - | 9,405 | ||||||||
| 168,670 | - - - | 168,670 | |||||||||
| Less accumulated depreciation | 105,539 | - - - | 105,539 | ||||||||
| Total property and equipment, net | 63,131 | - - - | 63,131 | ||||||||
| DEFERRED INCOME TAXES | 25,228 | - - - | 25,228 | ||||||||
| INVESTMENT IN LIFE INSURANCE | 21,686 | - - - | 21,686 | ||||||||
| OTHER ASSETS | 14,492 | - - - | 14,492 | ||||||||
| TOTAL ASSETS | $ | 430,093 | $ | (2,793 | ) | $ | 427,300 | ||||
Exhibit 99.1
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
| Dollars in thousands, except par value | February 26, 2005 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| LIABILITIES AND STOCKHOLDERS’ EQUITY | Originally Reported | Adjustment | As Restated | ||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable, trade | $ | 40,894 | $ | - - - | $ | 40,894 | |||||
| Income tax payable | 11,650 | (998 | ) | 10,652 | |||||||
| Accrued expenses | |||||||||||
| Accrued compensation | 16,107 | - - - | 16,107 | ||||||||
| Product warranties | 13,152 | - - - | 13,152 | ||||||||
| Promotional | 12,485 | - - - | 12,485 | ||||||||
| Self-insurance | 7,971 | - - - | 7,971 | ||||||||
| Other | 6,916 | - - - | 6,916 | ||||||||
| Total current liabilities | 109,175 | (998 | ) | 108,177 | |||||||
| POSTRETIREMENT HEALTH CARE AND DEFERRED COMPENSATION BENEFITS | 88,069 | - - - | 88,069 | ||||||||
| STOCKHOLDERS’ EQUITY | |||||||||||
| Capital stock, common, par value $.50; authorized | |||||||||||
| 60,000,000 shares: issued 51,776,000 shares | 25,888 | - - - | 25,888 | ||||||||
| Additional paid-in capital | 15,871 | - - - | 15,871 | ||||||||
| Reinvested earnings | 421,627 | (1,795 | ) | 419,832 | |||||||
| 463,386 | (1,795 | ) | 461,591 | ||||||||
| Less treasury stock, at cost | 230,537 | - - - | 230,537 | ||||||||
| Total stockholders’ equity | 232,849 | (1,795 | ) | 231,054 | |||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 430,093 | $ | (2,793 | ) | $ | 427,300 | ||||
Exhibit 99.1
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
| In thousands, except per share data | ||||||||||||||||||||
| Thirteen Weeks Ended February 26, 2005 | Twenty-Six Weeks Ended February 26, 2005 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Originally Reported | Adjustment | As Restated | Originally Reported | Adjustment | As Restated | |||||||||||||||
| Net revenues | $ | 239,359 | $ | - - - | $ | 239,359 | $ | 505,492 | $ | - - - | $ | 505,492 | ||||||||
| Cost of goods sold | 207,305 | 2,793 | 210,098 | 433,374 | 2,793 | 436,167 | ||||||||||||||
| Gross profit | 32,054 | (2,793 | ) | 29,261 | 72,118 | (2,793 | ) | 69,325 | ||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling | 4,564 | - - - | 4,564 | 9,118 | - - - | 9,118 | ||||||||||||||
| General and administrative | 5,798 | - - - | 5,798 | 11,355 | - - - | 11,355 | ||||||||||||||
| Total operating expenses | 10,362 | - - - | 10,362 | 20,473 | - - - | 20,473 | ||||||||||||||
| Operating income | 21,692 | (2,793 | ) | 18,899 | 51,645 | (2,793 | ) | 48,852 | ||||||||||||
| Financial income | 639 | - - - | 639 | 1,133 | - - - | 1,133 | ||||||||||||||
| Income before income taxes | 22,331 | (2,793 | ) | 19,538 | 52,778 | (2,793 | ) | 49,985 | ||||||||||||
| Provision for taxes | 7,965 | (998 | ) | 6,967 | 18,868 | (998 | ) | 17,870 | ||||||||||||
| Net income | $ | 14,366 | $ | (1,795 | ) | $ | 12,571 | $ | 33,910 | $ | (1,795 | ) | $ | 32,115 | ||||||
| Income per share – basic | $ | 0.43 | $ | (0.06 | ) | $ | 0.37 | $ | 1.01 | $ | (0.06 | ) | $ | 0.95 | ||||||
| Income per share – diluted | $ | 0.42 | $ | (0.05 | ) | $ | 0.37 | $ | 0.99 | $ | (0.05 | ) | $ | 0.94 | ||||||
| Weighted average shares of common | ||||||||||||||||||||
| stock outstanding | ||||||||||||||||||||
| Basic | 33,672 | 33,672 | 33,647 | 33,647 | ||||||||||||||||
| Diluted | 34,254 | 34,254 | 34,224 | 34,224 | ||||||||||||||||
Exhibit 99.1
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Dollars in thousands | Twenty-Six Weeks Ended February 26, 2005 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Originally Reported | Adjustment | As Restated | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 33,910 | (1,795 | ) | $ | 32,115 | |||||
| Adjustments to reconcile net income to net cash provided by | |||||||||||
| operating activities | |||||||||||
| Depreciation and amortization | 4,931 | - - - | 4,931 | ||||||||
| Tax benefit of stock options | 687 | - - - | 687 | ||||||||
| Other | 543 | - - - | 543 | ||||||||
| Change in assets and liabilities | |||||||||||
| Decrease (increase) in receivable and other assets | 18,210 | - - - | 18,210 | ||||||||
| Increase in inventories | (15,719 | ) | 2,793 | (12,926 | ) | ||||||
| Increase in deferred income taxes | (3 | ) | - - - | (3 | ) | ||||||
| (Decrease) increase in accounts payable and accrued expenses | (3,419 | ) | - - - | (3,419 | ) | ||||||
| Increase in income taxes payable | 7,316 | (998 | ) | 6,318 | |||||||
| (Decrease) increase in postretirement benefits | (249 | ) | - - - | (249 | ) | ||||||
| Net cash provided by operating activities | 46,207 | - - - | 46,207 | ||||||||
| Cash flows (used in) provided by investing activities | |||||||||||
| Purchases of property and equipment | (4,178 | ) | - - - | (4,178 | ) | ||||||
| Purchases of short-term investments | (147,473 | ) | - - - | (147,473 | ) | ||||||
| Proceeds from the sale of short-term investments | 101,094 | - - - | 101,094 | ||||||||
| Other | (365 | ) | - - - | (365 | ) | ||||||
| Net cash (used in) provided by investing activities | (50,922 | ) | - - - | (50,922 | ) | ||||||
| Cash flows used in financing activities and capital transactions | |||||||||||
| Payments for purchase of common stock | (1,787 | ) | - - - | (1,787 | ) | ||||||
| Payment of cash dividends | (4,712 | ) | - - - | (4,712 | ) | ||||||
| Proceeds from issuance of common and treasury stock | 2,876 | - - - | 2,876 | ||||||||
| Net cash used in financing activities and capital transactions | (3,623 | ) | - - - | (3,623 | ) | ||||||
| Net decrease in cash and cash equivalents | (8,338 | ) | - - - | (8,338 | ) | ||||||
| Cash and cash equivalents – beginning of period | 24,445 | - - - | 24,445 | ||||||||
| Cash and cash equivalents – end of period | $ | 16,107 | - - - | $ | 16,107 | ||||||