Business Combination, Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Nov. 25, 2017

Schedule of Business Acquisitions, by Acquisition [Table Text Block]



(In thousands)	November 8, 2016
Cash	$	1,748
Accounts receivable	32,834
Inventories	15,300
Prepaid expenses and other assets	3,037
Property, plant and equipment	8,998
Goodwill	243,456
Other intangible assets	253,100
Total assets acquired	558,473

Accounts payable	11,163
Accrued compensation	3,615
Product warranties	12,904
Promotional	3,976
Other	1,496
Deferred tax liabilities	4,811
Total liabilities assumed	37,965

Total purchase price	$	520,508

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

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 November 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			7,021
Backlog	0.5	18,000			18,000
Non-compete agreements	4.0	4,600			1,437
Leasehold interest-favorable	8.1	2,000			257
Total		253,100			$	26,715
Accumulated amortization		(26,715		)
Net book value of intangible assets		$	226,385

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 2018		5,799
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 three months ended November 25, 2017 and November 26, 2016 following the November 8, 2016 closing date:



	Three Months Ended
(In thousands)	November 25, 2017		November 26, 2016
Net revenues	$	221,229	$	25,836
Operating income	26,507		760

Unaudited pro forma information is as follows:



	Three Months Ended
(In thousands, except per share data)	November 25, 2017		November 26, 2016⁽¹⁾
Net revenues	$	450,021	$	340,975
Net income	18,066		20,269
Income per share - basic	0.57		0.64
Income per share - diluted	0.57		0.64

⁽¹⁾ Net income and income per share include the increased benefit of $8.4 million, net of tax, associated with the termination of the postretirement health care plan in the first quarter of Fiscal 2017.

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
(In thousands)	November 25, 2017			November 26, 2016
Amortization of intangibles (1 year or less useful life)	$	(122	)	$	(1,941	)
Increase in amortization of intangibles	—			1,551
Expenses related to business combination (transaction costs) ⁽¹⁾	(50		)	(5,519		)
Interest to reflect new debt structure	—			3,672
Taxes related to the adjustments to the pro forma data and to the income of Grand Design	64			5,011

⁽¹⁾ Pro forma transaction costs include $0.1 million incurred by Grand Design prior to acquisition.