XML 37 R24.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Business Combination, Goodwill and Other Intangible Assets (Tables) | 6 Months Ended
--- | ---
Feb. 25, 2017
Business Combinations [Abstract] |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | We acquired 100% of the ownership interests of Grand Design on November 8, 2016 in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.5 million, which was paid in cash and Winnebago shares as follows:
(In thousands, except shares) |  | November 8, 2016
Cash |  | $ | 396,442 |
Winnebago shares: 4,586,555 at $27.05 per share |  | 124,066 |
Total |  | $ | 520,508 |
The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows:
(in thousands) |  | November 8, 2016
Cash |  | $ | 1,748 |
Accounts receivable |  | 32,834 |
Inventories |  | 15,300 |
Prepaid expenses and other assets |  | 2,593 |
Property, plant and equipment |  | 8,998 |
Goodwill |  | 244,164 |
Other intangible assets |  | 253,100 |
Total assets acquired |  | 558,737 |
Accounts payable |  | 11,163 |
Accrued compensation |  | 3,615 |
Product warranties |  | 12,904 |
Promotional |  | 3,976 |
Other |  | 1,569 |
Deferred tax liabilities |  | 5,002 |
Total liabilities assumed |  | 38,229 |
Total purchase price |  | $ | 520,508 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets with fair value on the closing date of November 8, 2016 and amortization accumulated from the closing date through February 25, 2017 as follows:
(in thousands) |  | Weighted Average Life- Years |  | Fair Value Amount |  | Accumulated Amortization
Trade name |  | Indefinite |  | $ | 148,000 |  |  | $ | — |
Dealer network |  | 12.0 |  | 80,500 |  |  | 2,003 |
Backlog |  | 0.5 |  | 18,000 |  |  | 9,924 |
Non-compete agreements |  | 4.0 |  | 4,600 |  |  | 418 |
Leasehold interest-favorable |  | 8.1 |  | 2,000 |  |  | 73 |
Total |  |  |  | 253,100 |  |  | $ | 12,418 |
Accumulated amortization |  |  |  | (12,418 | ) |  |
Net book value of intangible assets |  |  |  | $ | 240,682 |  |  |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remaining estimated aggregate annual amortization expense by fiscal year is as follows:
(in thousands) |  | Amount
Remainder of 2017 |  | $ | 12,242 |
2018 |  | 7,854 |
2019 |  | 7,733 |
2020 |  | 7,733 |
2021 |  | 7,733 |
2022 |  | 7,106 |
Thereafter |  | 42,281 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during the six months ended February 25, 2017 following the November 8, 2016 closing date:
|  | Six Months Ended
(in thousands) |  | February 25, 2017
Net revenues |  | $ | 169,421 |
Operating income |  | 8,130 |
Unaudited pro forma information is as follows:
|  | Three Months Ended |  | Six Months Ended
(In thousands, except per share data) |  | February 25, 2017 |  | February 27, 2016 |  | February 25, 2017 |  | February 27, 2016
Net revenues |  | $ | 370,510 |  |  | $ | 319,355 |  |  | $ | 711,485 |  |  | $ | 619,738 |
Net income |  | 20,884 |  |  | 6,960 |  |  | 41,153 |  |  | 8,157 |
Income per share - basic |  | 0.66 |  |  | 0.22 |  |  | 1.30 |  |  | 0.26 |
Income per share - diluted |  | 0.66 |  |  | 0.22 |  |  | 1.30 |  |  | 0.26 |
The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Grand Design had been completed on August 30, 2015:
|  | Three Months Ended |  | Six Months Ended
(In thousands) |  | February 25, 2017 |  | February 27, 2016 |  | February 25, 2017 |  | February 27, 2016
Amortization of intangibles (1 year or less useful life) |  | $ | (8,435 | ) |  | $ | 8,435 |  |  | $ | (10,376 | ) |  | $ | 17,143 |
Increase in amortization of intangibles |  | — |  |  | 1,933 |  |  | 1,551 |  |  | 3,866 |
Expenses related to business combination (transaction costs) (1) |  | (463 | ) |  | 463 |  |  | (5,982 | ) |  | 6,303 |
Interest to reflect new debt structure |  | — |  |  | 4,937 |  |  | 3,672 |  |  | 9,895 |
Taxes related to the adjustments to the pro forma data and to the income of Grand Design |  | 3,292 |  |  | (1,407 | ) |  | 8,303 |  |  | (5,730 | )
(1) Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition.

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1486-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275 + Details
Name: | us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration