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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
( X ) Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required) for the fiscal year ended August 27, 1994; or
( ) Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) For the transition period from
_____________________ to _______________________
Commission File Number 1-6403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0802678
(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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
--------------------- ---------------------------------
Common Stsock ($.50) par value) The New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Annual Report on Form 10-K or any
amendment to this Annual Report on Form 10-K _X_ .
Aggregate market value of the common stock held by non-affiliates of the
Registrant on October 17, 1994: $105,696,399 (13,421,765 shares at closing price
on New York Stock Exchange of $7.875).
Common stock outstanding on November 14, 1994, 25,242,203 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1. The Winnebago Industries, Inc. Annual Report to Shareholders for the fiscal
year ended August 27, 1994, portions of which are incorporated by reference
into Part II hereof.
2. The Winnebago Industries, Inc. Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 14, 1994, portions of which are
incorporated by reference into Part III hereof.
WINNEBAGO INDUSTRIES, INC.
FORM 10-K
Report for the Fiscal Year Ended August 27, 1994
PART I
ITEM 1. Business
GENERAL
Winnebago Industries, Inc. is a leading U.S. manufacturer of motor homes,
self-contained recreation vehicles used primarily in leisure travel and outdoor
recreation activities. Motor home and van conversion sales by the Company
represented more than 80 percent of its revenues in each of the past five fiscal
years. The Company's motor homes are sold through dealer organizations primarily
under the Winnebago, Itasca, Vectra, Rialta and Luxor brand names.
During fiscal 1994, 1993 and 1992, other products manufactured by the Company
consisted principally of extruded aluminum and a variety of component products
for other manufacturers. Service revenues during fiscal 1994, 1993 and 1992
consisted principally of revenues from satellite courier and tape duplication
services. Service revenues, in fiscal 1994 and 1993 also includes revenues from
floor plan financing of dealer inventories of the Company's products.
Additionally in fiscal years prior to 1994, service revenues included revenues
from contract assembly of a variety of electronic products.
The Company was incorporated under the laws of the state of Iowa on February 12,
1958, and adopted its present name on February 28, 1961. The Company's executive
offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Unless
the context indicates otherwise, the term "Company" refers to Winnebago
Industries, Inc. and its subsidiaries.
PRINCIPAL PRODUCTS
The Company determined it was appropriate to define its operations into three
business segments for fiscal 1994, (See Note 19, "Business Segment Information"
in the Company's Annual Report to Shareholders for the year ended August 27,
1994). However, during each of the last five fiscal years, at least 88% of the
revenues of the Company were derived from recreational vehicle products.
The following table sets forth the respective contribution to the Company's net
revenues by product class for each of the last five fiscal years (dollars in
thousands):
Fiscal Year Ended (1)
August 27, August 28, August 29, August 31, August 25,
1994 1993 1992 1991 1990
Motor Homes $ 385,319 $ 326,861 $ 245,908 $ 180,878 $ 286,713
85.2% 85.1% 83.4% 81.2% 86.2%
Other Recreation
Vehicle Revenues (2) 21,903 17,655 17,126 15,586 22,039
4.8% 4.6% 5.8% 7.0% 6.6%
Other Manufactured Products
Revenues (3) 25,184 20,344 18,090 13,974 11,423
5.6% 5.3% 6.1% 6.3% 3.4%
Total Manufactured
Products Revenues 432,406 364,860 281,124 210,438 320,175
95.6% 95.0% 95.3% 94.5% 96.2%
Service Revenues (4) 19,710 19,223 13,870 12,210 12,658
4.4% 5.0% 4.7% 5.5% 3.8%
Total Net Revenues $ 452,116 $ 384,083 $ 294,994 $ 222,648 $ 332,833
100.0% 100.0% 100.0% 100.0% 100.0%
(1) The fiscal year ended August 31, 1991 contained 53 weeks; all other fiscal
years in the table contained 52 weeks.
(2) Primarily recreation vehicle related parts and service and van conversions.
(3) Principally sales of extruded aluminum and component products for other
manufacturers.
(4) Principally Cycle-Sat, Inc. (Cycle-Sat) revenues from satellite courier and
tape duplication services. Also includes in years prior to August 27, 1994,
North Iowa Electronics, Inc. (NIE) revenues from contract assembly of a
variety of electronic products; and in years ended August 27, 1994, August
28, 1993 and August 25, 1990, Winnebago Acceptance Corporation (WAC)
revenues from dealer financing.
Unit sales of the Company's principal recreation vehicles for the last five
fiscal years were as follows:
Fiscal Year Ended (1)
August 27, August 28, August 29, August 31, August 25,
1994 1993 1992 1991 1990
Motor Homes
Class A 6,820 6,095 4,161 2,814 4,613
Class B 376 - - - - - - - - - - - -
Class C 1,862 1,998 2,425 2,647 3,820
Total 9,058 8,093 6,586 5,461 8,433
Van Conversions (2) 1,020 1,103 876 842 1,789
(1) The fiscal year ended August 31, 1991 contained 53 weeks; all other fiscal
years in the table contained 52 weeks.
(2) Subsequent to August 27, 1994, the Company discontinued its van conversion
operations.
The primary use of recreation vehicles for leisure travel and outdoor recreation
has historically led to a peak retail selling season concentrated in the spring
and summer months. The Company's sales of recreation vehicles are generally
influenced by this pattern in retail sales, but can also be affected by the
level of dealer inventory. The Company has generally manufactured recreation
vehicles during the entire year, both for immediate delivery and for inventory
to satisfy the peak selling season. During fiscal years when interest rates are
high and/or market conditions are uncertain, the Company attempts to maintain a
lower level of inventory of recreation vehicles. Order backlog information is
not deemed significant to understand the Company's business.
Presently, the Company meets its working capital and capital equipment
requirements and cash requirements of subsidiaries with funds generated
internally and funds from agreements with financial institutions. Since March
26, 1992, the Company has had a financing and security agreement with
NationsCredit Corporation, formerly Chrysler First Commercial Corporation.
Additionally, on February 24, 1994, the Company and Cycle-Sat entered into a
$3,000,000 line of credit with Firstar Bank Cedar Rapids. (See Note 8, Notes
Payable, in the Company's Annual Report to Shareholders for the year ended
August 27, 1994.)
RECREATION VEHICLES
MOTOR HOMES - A motor home is a self-propelled mobile dwelling used primarily as
a temporary dwelling during vacation and camping trips.
Among the Recreation Vehicle Industry Association (RVIA) classifications of
motor homes, Winnebago currently manufactures and sells three types:
Class A models are conventional motor homes constructed directly on
medium-duty truck chassis which include the engine and drive components.
The living area and driver's compartment are designed and produced by the
recreation vehicle manufacturer.
Class B models are a panel-type truck to which sleeping, kitchen and toilet
facilities are added. These models also have a top extension added to them
for more head room.
Class C models are mini motor homes built on van-type chassis onto which
the manufacturer constructs a living area with access to the driver's
compartment. Certain models of the Company's Class C units include van-type
driver's compartments built by the Company.
The Company currently manufactures and sells motor homes primarily under the
Winnebago, Itasca, Vectra, Rialta and Luxor brand names. The Class A and Class C
motor homes generally provide living accommodations for four to seven persons
and include kitchen, dining, sleeping and bath areas, and in some models, a
lounge. Optional equipment accessories include, among other items, air
conditioning, electric power plant, stereo system and a wide selection of
interior equipment.
A subsidiary, Winnebago Industries Europe GmbH, a wholly-owned subsidiary, was
formed in fiscal 1992 to expand the Company's presence in Europe. (See Note 19,
Business Segment Information, in the Company's Annual Report to Shareholders for
the year ended August 27, 1994.)
Except for the Company's new Rialtas, the Company's motor homes are sold with a
basic warranty against defects in workmanship or materials for a period of 12
months or 15,000 miles, whichever occurs first. The Company's new Rialtas are
sold with a basic warranty package for a period of 24 months or 24,000 miles,
whichever occurs first. At the expiration of the basic warranty period, the
first owner receives a 36-month or 36,000-mile, whichever occurs first,
structure warranty against delamination on the sidewalls and back walls. This
36-month or 36,000-mile extension does not apply to the Winnebago Warrior and
Itasca Passage models.
The Company's motor homes are sold by dealers in the retail market at prices
ranging from approximately $32,000 to more than $170,000, depending on size and
model, plus optional equipment and delivery charges.
The Company currently manufactures Class A and Class C motor homes ranging in
length from 23 to 37 feet and 21 to 29 feet, respectively. The Company's Class B
motor homes are 17 feet in length.
COMPONENT PARTS AND ACCESSORIES - The Company manufactures or purchases
component parts and accessory items primarily for its and, to a lesser extent,
other recreation vehicle manufacturers' units. These parts and accessories are
sold to distributors, manufacturers and dealers.
NON-RECREATION VEHICLE ACTIVITIES
OEM - Original equipment manufacturer sales of component parts such as aluminum
extrusions, metal stamping, rotational moldings, vacuum formed plastics and
fiberglass to outside manufacturers.
CYCLE-SAT, INC. - Through the use of the latest innovations in satellite, fiber
optic and digital technologies, Cycle-Sat has grown to become a leading
high-speed distributor of television and radio commercials. To this end,
Cycle-Sat employs a satellite-assisted duplication center in Memphis, Tennessee
and a patented satellite network in place at approximately 545 television
stations in the U.S. and Canada. The Company's patented Cyclecypher equipment
allows the direct and automatic distribution of television commercials and
traffic instructions to specific television and radio stations. Ancillary
services include audio and video post production services and the operation of
two satellite news gathering vehicles, which are leased to provide spot news
coverage of sports events and for corporate videoconferences.
WINNEBAGO ACCEPTANCE CORPORATION - Prior to the sale of its dealer floor plan
receivables in February 1990, WAC provided financing for selected Winnebago
dealers for floor plan and rental units. Subsequent to the February 1990 sale of
its dealer floor plan receivables, WAC has only engaged in floor plan financing
for a limited number of dealers during fiscal years 1993 and 1994.
DISCONTINUED ACTIVITIES - The Company discontinued its van conversion operations
subsequent to August 27, 1994.
The Company sold a majority of the assets of North Iowa Electronics, Inc., a
contract assembler of a variety of electronic products, on August 8, 1993. See
Note 3 in the Company's Annual Report to Shareholders for the year ended August
27, 1994.
On September 20, 1991, the Company discontinued its Commercial Vehicle Division
operations (manufacturing of route delivery vans). See Note 2 in the Company's
Annual Report to Shareholders for the year ended August 27, 1994.
PRODUCTION
The Company's Forest City facilities have been designed to provide vertically
integrated production line manufacturing. The Company also operates a fiberglass
manufacturing facility in Hampton, Iowa, and a sewing operation in Lorimor,
Iowa. The Company manufactures the majority of the components utilized in its
motor homes, with the exception of the chassis, engines, auxiliary power units
and appliances.
Most of the raw materials and components utilized by the Company are obtainable
from numerous sources. The Company believes that substitutes for raw materials
and components, with the exception of chassis, would be obtainable with no
material impact on the Company's operations. The Company purchases Class A and C
chassis and engines from General Motors Corporation - Chevrolet Division and
Ford Motor Company; Class C chassis and engines from Volkswagen of America,
Inc.; and Class A chassis and engines from Oshkosh Truck Corporation and Spartan
Motors, Inc. Only two vendors accounted for as much as five percent of the
Company's purchases in fiscal 1994, General Motors Corporation and Ford Motor
Company (approximately 17 percent, in the aggregate).
Class B chassis and engines from Volkswagen of America, Inc. are utilized in the
Company's EuroVan Camper.
Motor home bodies are made principally of Thermo-Panel materials: the lamination
of aluminum and/or fiberglass, extruded polystyrene foam and plywood into
lightweight rigid structural panels by a process developed by the Company. These
panels are cut to form the floor, roof and sidewalls. Additional structural
strength is provided by Thermo-Steel(R) construction, which combines
Thermo-Panel materials and a framework of heavy gauge steel reinforcement at
structural stress points. The body is designed to meet rigid Winnebago safety
standards, with most models subjected to computer stress analysis. Certain
models of motor homes are made in part of other materials such as aluminum,
fiberglass and plastic.
The Company manufactures tip-out windows, lavatories, and all of the doors,
cabinets, shower pans, waste holding tanks, wheel wells and sun visors used in
its recreation vehicles. In addition, the Company produces most of the doors,
bucket seats, upholstery items, lounge and dinette seats, seat covers,
mattresses, decorator pillows, curtains and drapes.
The Company produces substantially all of the raw, anodized and powder-painted
aluminum extrusions used for interior and exterior trim in its recreation
vehicles. The Company also sells aluminum extrusions to over 130 customers.
DISTRIBUTION AND FINANCING
The Company markets its recreation vehicles on a wholesale basis to a broadly
diversified dealer organization located throughout the United States and, to a
limited extent, in Canada and other foreign countries. Foreign sales, including
Canada, were less than ten percent of net revenues in fiscal 1994. As of August
27, 1994, the motor home dealer organization included approximately 325 dealers,
compared to approximately 310 dealers at August 28, 1993. During fiscal 1994, 13
dealers accounted for approximately 25 percent of motor home unit sales, and
only one dealer accounted for more than four percent (4.3%) of motor home unit
sales.
The Company has sales agreements with dealers which are renewed on an annual or
bi-annual basis. Many of the dealers are also engaged in other areas of
business, including the sale of automobiles, and many dealers carry one or more
competitive lines. The Company continues to place high emphasis on the
capability of its dealers to provide complete service for its recreation
vehicles. Dealers are obligated to provide full service for owners of the
Company's recreation vehicles, or in lieu thereof, to secure such service at
their own expense from other authorized firms.
At August 27, 1994, the Company had a staff of 34 people engaged in field sales
and service to the motor home dealer organization.
The Company advertises and promotes its products through national RV magazines
and cable TV networks and on a local basis through trade shows, television,
radio and newspapers, primarily in connection with area dealers.
Substantially all sales of recreation vehicles to dealers are made on cash
terms. Most dealers are financed on a "floor plan" basis under which a bank or
finance company lends the dealer all, or substantially all, of the purchase
price, collateralized by a lien upon, or title to, the merchandise purchased.
Upon request of a lending institution financing a dealer's purchases of the
Company's products, and after completion of a credit investigation of the dealer
involved, the Company will execute a repurchase agreement. These agreements
provide that, in the event of default by the dealer on the dealer's agreement to
pay the lending institution, the Company will repurchase the financed
merchandise. The agreements provide that the Company's liability will not exceed
100 percent of the invoice price and provide for periodic liability reductions
based on the time since the date of the invoice. The Company's contingent
liability on all repurchase agreements was approximately $118,954,000 and
$101,445,000 at August 27, 1994 and August 28, 1993, respectively. Included in
these contingent liabilities are approximately $36,231,000 and $27,758,000,
respectively, of certain dealer receivables subject to recourse, (See Note 11 in
the Company's Annual Report to Shareholders for the year ended August 27, 1994).
The Company's contingent liability under repurchase agreements varies
significantly from time to time, depending upon seasonal shipments, competition,
dealer organization, gasoline supply and availability of bank financing.
Since fiscal 1984, the Company has made available to retail customers a retail
financing program which provides loans with up to 15-year terms for motor home
financing at favorable rates through participation with a financial institution.
The Company, from time to time, offers retail financing incentives in the form
of lower interest rates to attract customers to purchase motor homes.
COMPETITION
The recreation vehicle market is highly competitive, both as to price and
quality of the product. The Company believes its principal marketing advantages
are the quality of its products, its dealer organization, its warranty and
service capability and its marketing techniques. The Company also believes that
its prices are competitive with those of units of comparable size and quality.
The Company is a leading manufacturer of motor homes. For the 12 months ended
August 31, 1994, RVIA reported factory shipments of 36,300 Class A motor homes
and 16,900 Class C motor homes. Unit sales of such products by the Company for
the last five fiscal years are shown elsewhere in this report. The Company is
not a significant factor in the markets for its other recreation vehicle
products and its non-recreation vehicle products and services, except for the
markets serviced by Cycle-Sat, which is a major factor in the satellite courier
and tape duplication business.
REGULATION, TRADEMARKS AND PATENTS
The plumbing, heating and electrical systems manufactured and installed in all
of the Company's motor homes are manufactured and installed to meet National
Fire Protection Association 501C (American National Standards Institute 119.2)
as well as Federal Motor Vehicle Safety Standards applicable to motor homes. A
variety of other federal and state regulations pertaining to safety in
recreation vehicles have been adopted or are proposed from time to time. The
Company believes that it is in compliance with all such existing regulations and
while it is not able to predict what effect the adoption of any such future
regulations will have on its business, it is confident of its ability to equal
or exceed any reasonable safety standards.
The Company has several registered trademarks, including Winnebago, Itasca,
Chieftain, Minnie Winnie, Brave, Passage, Sunrise, Adventurer, Spirit,
Suncruiser, Sundancer, Sunflyer, Warrior, Elante', Vectra, Thermo-Panel and
Thermo-Steel, .
RESEARCH AND DEVELOPMENT
During fiscal 1994, 1993 and 1992, the Company spent approximately $1,704,000,
$1,077,000 and $1,820,000, respectively, on research and development activities.
These activities involved the equivalent of 30, 17 and 34 full-time employees
during fiscal 1994, 1993 and 1992, respectively. Figures for fiscal 1992 have
been restated to exclude expenses for the discontinued Commercial Vehicle
Division.
HUMAN RESOURCES
As of September 1, 1994, 1993 and 1992, the Company employed approximately
3,150, 2,770 and 2,530 persons, respectively. Of these, approximately 2,300,
2,090 and 1,820 persons, respectively, were engaged in manufacturing and
shipping functions. None of the Company's employees are covered under a
collective bargaining agreement.
ITEM 2. Properties
The Company's manufacturing, maintenance and service operations are conducted in
multi-building complexes, containing an aggregate of approximately 1,417,000
square feet in Forest City, Iowa. The Company also owns 698,000 square feet of
warehouse facilities located in Forest City. The Company leases approximately
235,000 square feet of its unoccupied manufacturing facilities in Forest City to
others. In fiscal 1989, the Company purchased a 308,000 square foot shopping
mall on 30 acres in Temple, Texas. At August 27, 1994, a customer service
facility operation occupied approximately 75,000 square feet of the mall and the
Company had leased a majority of the remainder of the mall to various retail
stores. The Company also leases a manufacturing facility and a storage facility
in Hampton, Iowa (74,000 square feet and 10,000 square feet) and a manufacturing
facility in Lorimor, Iowa (17,200 square feet). Leases on the above facilities
expire at various dates, the earliest of which is March, 1996. In fiscal 1993,
Winnebago Industries Europe GmbH purchased a distribution and service facility
in Kirkel, Germany. The facility has approximately 16,700 square feet and is
located on approximately six acres of land. The Company also owns a 14,400
square foot facility in Forest City which is leased to Cycle-Sat. The Company's
facilities in Forest City are located on approximately 784 acres of land, all
owned by the Company.
Most of the Company's buildings are of steel or steel and concrete construction
and are fire resistant with high-pressure sprinkler systems, dust collector
systems, automatic fire doors and alarm systems. The Company believes that its
facilities and equipment are well maintained, in excellent condition, suitable
for the purposes for which they are intended and adequate to meet the Company's
needs for the foreseeable future.
ITEM 3. Legal Proceedings
On April 23, 1991, the Federal Trade Commission ("FTC") issued to the Company
Civil Investigative Demands to produce documents and answers to written
interrogatories in connection with an investigation of whether the Company
engaged in deceptive practices in selling approximately 7,800 diesel powered
LeSharo and Phasar motor homes and Centauri and utility vans which were produced
between 1983 and 1986. After narrowing the FTC's Civil Investigative Demands
through a motion to quash and subsequent stipulated order, the Company produced
responsive documents at its corporate offices in December, 1991 and January,
1992. The Company had no further contact with the FTC for approximately 26
months when the Company's FTC Counsel in Washington, D.C. received a letter
dated March 22, 1994 from the FTC staff in which it was suggested that the FTC
staff had concluded that the Company had engaged in violations of Section 5 of
the FTC Act in connection with the marketing and sale of certain of the diesel
and gasoline LeSharo and Phasar motor homes and Centauri and utility vans. The
FTC staff letter also suggested a willingness to pursue consent negotiations
with the Company or otherwise that the FTC staff would be preparing a
recommendation to the commission that it issue a complaint against the Company
seeking consumer redress and other equitable relief. Any recommendation made by
the FTC staff would have to be approved by the Commission itself. If the FTC
should decide to issue such a complaint, the Company believes it would have
meritorious defenses to the same and further believes that the FTC would have
several significant hurdles to overcome including the statute of limitations
issues. Contemporaneously, the Company has contacted Regie Nationale Des Unises
Renault, the manufacturer of a majority of the component parts under
investigation by the FTC, relative to the most recent action taken by the FTC's
staff.
In addition to the foregoing, the Company is involved in various legal
proceedings which are ordinary routine litigation incident to its business, many
of which are covered in whole or in part by insurance. Counsel for the Company
based on his present knowledge of pending legal proceedings and after
consultation with trial counsel, has advised the Company that, while the outcome
of such litigation is uncertain, he is of the opinion that it is unlikely that
these proceedings will result in any recovery which will materially exceed the
Company's reserve for estimated losses. On the basis of such advice, Management
is of the opinion that the pending legal proceedings will not have any material
adverse effect on the Company's financial position, results of operations or
liquidity.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Executive Officers of the Registrant
NAME OFFICE (YEAR FIRST ELECTED AN OFFICER) AGE
John K. Hanson + Chairman of the Board (1958) 81
Fred G. Dohrmann + President & Chief Executive Officer (1989) 62
Raymond M. Beebe Vice President, General Counsel & Secretary (1974) 52
Edwin F. Barker Vice President, Controller & Chief Financial Officer (1980) 47
Jerome V. Clouse Vice President, Treasurer & International Development (1980) 51
Sharon L. Hansen Vice President, Administration (1989) 57
Bruce D. Hertzke Vice President, Operations (1989) 43
Paul D. Hanson Vice President, Strategic Planning (1993) 48
James P. Jaskoviak Vice President, Sales and Marketing (1994) 42
+ Director
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Reference is made to information concerning the market for the Company's common
stock and related stockholder matters on page 14 and the inside back cover of
the Company's Annual Report to Shareholders for the year ended August 27, 1994,
which information is incorporated by reference herein. The Company has not paid
any dividends during fiscal years 1994, 1993 or 1992 but in October, 1994, the
board declared a $.10 per common share dividend to shareholders of record as of
December 5, 1994.
ITEM 6. Selected Financial Data
Reference is made to the information included under the caption "Selected
Financial Data" on page 10 of the Company's Annual Report to Shareholders for
the year ended August 27, 1994, which information is incorporated by reference
herein.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Reference is made to the information under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 11
through 13 of the Company's Annual Report to Shareholders for the year ended
August 27, 1994, which information is incorporated by reference herein.
ITEM 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company and the report of the
independent accountants which appear on pages 15 through 32, and the
supplementary data under "Interim Financial Information (Unaudited)" on page 10
of the Company's Annual Report to Shareholders for the year ended August 27,
1994, are incorporated by reference herein.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Reference is made to the information included under the caption "Election of
Directors" in the Company's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 14, 1994, which information is
incorporated by reference herein.
Officers are elected annually by the Board of Directors. All of the foregoing
officers have been employed by the Company as officers or in other responsible
positions for at least the last five years.
The only executive officers of the Company who are related are John K. Hanson
and Paul D. Hanson. Paul D. Hanson is the son of John K. Hanson.
ITEM 11. Executive Compensation
Reference is made to the information included under the caption "Executive
Compensation" in the Company's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 14, 1994, which information is
incorporated by reference herein.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Reference is made to the share ownership information included under the caption
"Voting Securities and Principal Holders Thereof" in the Company's Proxy
Statement for the Annual Meeting of Shareholders scheduled to be held December
14, 1994, which information is incorporated by reference herein.
ITEM 13. Certain Relationships and Related Transactions
Reference is made to the information included under the caption "Certain
Transactions with Management" in the Company's Proxy Statement for the Annual
Meeting of Shareholders scheduled to be held December 14, 1994, which
information is incorporated by reference herein.
PART IV
ITEM 14. Exhibits, Consolidated Financial Statement Schedules and Reports on
Form 8-K
(a) 1. The consolidated financial statements of the Company are incorporated by
reference in ITEM 8 and an index to financial statements appears on page
13 of this report.
2. Consolidated Financial Statement Schedules Winnebago Industries, Inc.
and Subsidiaries
Page
Report of Independent Public Accountants on
Supplemental Financial Schedules 14
V. Property and Equipment 15
VI. Accumulated Depreciation of Property and Equipment 16
VIII. Valuation and Qualifying Accounts 17
IX. Short-Term Borrowings 18
All schedules, other than those indicated above, are omitted because
of the absence of the conditions under which they are required or
because the information required is shown in the consolidated
financial statements or the notes thereto.
(a) 3. Exhibits
See Exhibit Index on page 19.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into registrant's Registration Statements on Form S-8 Nos. 2-40316
(which became effective on or about June 10, 1971), 2-73221 (which became
effective on or about August 5, 1981), 2-82109 (which became effective on or
about March 15, 1983), 33-21757 (which became effective on or about May 31,
1988), and 33-59930 (which became effective on or about March 24, 1993):
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnifi-cation by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By /s/ John K. Hanson
Chairman of the Board
Date: November 16, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on November 16, 1994, by the following persons on behalf
of the Registrant and in the capacities indicated.
SIGNATURE TITLE
John K. Hanson Chairman of the Board and Director
Fred G. Dohrmann President, Chief Executive Officer and Director
Edwin F. Barker Vice President, Controller and Chief Financial Officer
Gerald E. Boman Director
Keith D. Elwick Director
David G. Croonquist Director
Joseph M. Shuster Director
Frederick M. Zimmerman Director
Francis L. Zrostlik Director
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES *Page
Independent Auditors' Report 32
Consolidated Balance Sheets 16 - 17
Consolidated Statements of Operations 15
Consolidated Statements of Changes in
Stockholders' Equity 19
Consolidated Statements of Cash Flows 18
Notes to Consolidated Financial Statements 20 - 31
* Refers to respective pages in the Company's 1994 Annual Report to
Shareholders, a copy of which is attached hereto, which pages are
incorporated herein by reference.
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Winnebago Industries, Inc.
Forest City, Iowa
We have audited the consolidated financial statements of Winnebago Industries,
Inc. and subsidiaries (the Company) as of August 27, 1994 and August 28, 1993
and for each of the three years in the period ended August 27, 1994 and have
issued our report thereon dated October 21, 1994 which report includes an
explanatory paragraph as the Company changed its method of accounting due to
required new accounting standards for individual deferred compensation contracts
during the year ended August 29, 1992, changed its method of accounting for
income taxes during the year ended August 28, 1993, and changed its method of
accounting for postretirement health care and other benefits during the year
ended August 27, 1994; such consolidated financial statements and report are
included in your fiscal 1994 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedules of Winnebago Industries, Inc. and subsidiaries, listed in
Item 14(a) 2. These consolidated financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 21, 1994
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE V -- PROPERTY AND EQUIPMENT
(Dollars in thousands)
Column A Column B Column C Column D Column E Column F
Balance at
Beginning of Additions at Balance at
Classifications Period Cost Retirements Transfers End of Period
Year Ended August 27, 1994:
Land $ 2,153 $ - - - $ 28 $ (586) $ 1,539
Buildings 38,373 1,922 3 613 40,905
Machinery and equipment 72,505 6,597 3,936 (27) 75,139
Transportation equipment 5,609 3,458 1,082 - - - 7,985
$ 118,640 $ 11,977 $ 5,049 $ - - - $ 125,568
Year Ended August 28, 1993:
Land $ 1,273 $ 920 $ 40 $ - - - $ 2,153
Buildings 38,591 522 740 - - - 38,373
Machinery and equipment 70,257 5,943 3,627 (68) 72,505
Transportation equipment 5,525 286 304 102 5,609
$ 115,646 $ 7,671 $ 4,711 $ 34 $ 118,640
Year Ended August 29, 1992:
Land $ 1,278 $ - - - $ 5 $ - - - $ 1,273
Buildings 40,164 377 1,950 - - - 38,591
Machinery and equipment 70,305 2,716 2,764 - - - 70,257
Transportation equipment 5,445 414 398 64 5,525
$ 117,192 $ 3,507 $ 5,117 $ 64 $ 115,646
Depreciation of property and equipment is computed by the straight-line method
on the cost of the assets, less allowance for salvage value where appropriate,
at rates based upon their estimated service lives. The estimated service lives
used in the above schedule are buildings 10-45 years, machinery and equipment
3-10 years and transportation equipment 3-6 years.
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT
(Dollars in thousands)
Column Column Column Column Column Column
A B C D E F
Additions
Balance at Charged to Balance at
Beginning Cost and End of
of Period Expenses Retirements Transfers Period
Classifications
Year Ended August 27, 1994:
Buildings $ 20,174 $ 1,454 $ - - - $- - - $ 21,628
Machinery and equipment 56,994 5,834 3,939 - - - 58,889
Transportation equipment 3,844 460 851 - - - 3,453
$ 81,012 $ 7,748 $ 4,790 $- - - $ 83,970
Year Ended August 28, 1993:
Buildings $ 19,067 $ 1,531 $ 424 $- - - $ 20,174
Machinery and equipment 54,777 5,882 3,728 63 56,994
Transportation equipment 3,747 354 257 - - - 3,844
$ 77,591 $ 7,767 $ 4,409 $ 63 $ 81,012
Year Ended August 29, 1992:
Buildings $ 19,341 $ 1,677 $ 1,951 $- - - $ 19,067
Machinery and equipment 51,113 6,105 2,441 - - - 54,777
Transportation equipment 3,773 316 342 - - - 3,747
$ 74,227 $ 8,098 $ 4,734 $- - - $ 77,591
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Column Column Column Column Column Column
A B C D E F
Additions
Balance at Charged to Balance
Beginning Cost and Bad Debts Deductions at End
Period and Description of Period Expenses Re-coveries Charge-Offs Other* of Period
Year Ended August 27, 1994:
Allowance for doubtful
accounts receivable 2,798 (443) - - - 260 (550) 1,545
Allowance for doubtful
dealer receivables 290 (40) 29 - - - - - - 279
Allowance for excess and
obsolete inventory 939 1,051 - - - 620 - - - 1,370
Allowance for doubtful
notes receivable 1,362 122 210 220 550 2,024
Year Ended August 28, 1993:
Allowance for doubtful
accounts receivable $ 1,146 $ 540 $ 1 $ 273 $ 1,384 $ 2,798
Allowance for doubtful
dealer receivables - - - 113 3 143 317 290
Allowance for excess and
obsolete inventory 1,562 777 - - - 1,400 - - - 939
Allowance for doubtful
notes receivable 1,427 843 - - - 232 (676) 1,362
Year Ended August 29, 1992:
Allowance for doubtful
accounts receivable 998 756 12 120 (500) 1,146
Allowance for excess and
obsolete inventory 1,450 1,432 - - - 1,320 - - - 1,562
Allowance for finished
goods valuation 268 - - - - - - 268 - - - - - -
Allowance for doubtful
notes receivable 771 156 - - - - - - 500 1,427
* Includes transfers of reserves from doubtful dealer receivables to doubtful
accounts and from doubtful accounts to long-term notes receivable.
WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
(Dollars in thousands)
Column A Column B Column C Column D Column E Column F
Weighted
Maximum Amount Average Amount Average
Weighted Outstanding Outstanding Interest
Period and Category of Aggregate Balance at Average during the during the Rate during
Short-Term Borrowings End of Period Interest Rate Period Period (1) the Period
(2)
Year Ended August 27, 1994:
NationsCredit $ - - - - - -% $ 7,000 $ 951 6.1%
Firstar Bank 2,300 9.0% 2,300 1,030 8.4%
Year Ended August 28, 1993:
NationsCredit - - - - - -% 10,500 3,937 7.1%
Year Ended August 29, 1992:
ITT - - - - - -% 2,509 96 10.7%
Chrysler First - - - - - -% 3,000 173 6.7%
(1) Total of daily outstanding principal balances divided by days in the year.
(2) Actual interest divided by the average amount outstanding.
EXHIBIT INDEX
3a. Articles of Incorporation previously filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 27, 1988, and
incorporated by reference herein.
3b. Amended Bylaws of the Registrant.
4a. Amendment to Inventory Floor Plan Financing Agreement between Winnebago
Industries, Inc. and NationsCredit Corporation.
4b. Financing and Security Agreement dated March 26, 1992, between Winnebago
Industries, Inc. and NationsCredit Corporation (formerly Chrysler First
Commercial Corporation) previously filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 29, 1992 and amended
on the Registrant's Quarterly Reports on Form 10-Q for the quarters ended
May 29, 1993 and February 26, 1994, and incorporated by reference herein.
4c. Line of Credit Agreement dated February 24, 1994, among Winnebago
Industries, Inc., Cycle-Sat and Firstar Bank Cedar Rapids previously filed
with the Registrant's quarterly report on Form 10-Q for the quarter ended
February 26, 1994, and incorporated by referenced herein.
10a. Winnebago Industries, Inc. Stock Option Plan for Outside Directors
previously filed with the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 29, 1992, and incorporated by reference herein.
10b. Winnebago Industries, Inc. Deferred Compensation Plan previously filed with
the Registrant's Quarterly Report on Form 10-Q for the quarter ended March
2, 1991, and incorporated by reference herein.
10c. Winnebago Industries, Inc. Profit Sharing and Deferred Saving Investment
Plan previously filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1985 and incorporated by reference herein.
10d. Winnebago Industries, Inc. Book Unit Rights Plan previously filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended August
29, 1987, and incorporated by reference herein.
10e. Winnebago Industries, Inc. 1987 Non-Qualified Stock Option Plan previously
filed with the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 29, 1987, and incorporated by reference herein.
10f. Winnebago Industries, Inc. RV Incentive Compensation Plan.
13. Winnebago Industries, Inc. Annual Report to Shareholders for the year ended
August 27, 1994.
21. List of Subsidiaries.
23. Consent of Independent Accountants.
BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC.
AS AMENDED
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State of Iowa.
The Corporation may have such other offices, either within or without of
the State of Iowa, as the Board of Directors may designate or as the business of
the Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting
The Annual Meeting of the Shareholders shall be held on a date in the month
of December of each year, commencing with the December, 1987 meeting, to be
annually set by the Board of Directors with written notice thereof to be given
not less than ten (10) days prior thereto by the Secretary, to be held in Forest
City, Iowa, at such place as may be designated by the Board of Directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers
The business and affairs of this Corporation shall be managed by its Board
of Directors.
Section 2. Number, Tenure and Qualifications
The number of directors constituting the Board of Directors of the
Corporation shall be eight (8) until increased or decreased by proper amendment
hereto. Each director shall hold office until the next annual meeting of the
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Iowa nor shareholders of the
Corporation.
Section 3. Regular Meetings
The regular meeting of the Board of Directors shall be held, without other
notice than these by-laws, immediately after, and at the same place as, the
Annual Meeting of the Shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Iowa, for
the holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the
request of the President or any one director. The persons or person authorized
to call special meetings of the Board of Directors may fix the time for holding
any special meetings of the Board of Directors so called, but the place shall be
the same as the regular meeting place unless another place is unanimously agreed
upon at the time and ratified by appropriate resolution.
Section 5. Notice of Meeting
Notice of any special meeting of the Board of Directors shall be given at
least five (5) days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with sufficient postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company; any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
expressed purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Committees
The Board of Directors may, by resolution adopted by a majority of the
whole board, designate from among its members an Executive Committee and one or
more other committees. Any such committee, to the extent provided in the
resolution, shall have and may exercise all the authority of the Board of
Directors; provided, however, that no such committee shall have such authority
in reference to any matter for which such authority is specifically reserved to
the full Board of Directors by the terms of the Iowa Business Corporation Act,
as amended. Each such committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
ARTICLE IV. OFFICERS
Section 1. Number
The officers of the Corporation shall be a President, Vice President, a
Secretary and a Treasurer. Such other officers, assistant officers and acting
officers as may be deemed necessary, may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person if so
nominated and elected.
Section 2. Election and Term of Office
The officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. The officers of the Corporation
shall hold office until their successors are chosen and qualify or until their
death or resignation. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors in office. Any vacancy occurring in any office in the Corporation
shall be filled by the Board of Directors.
ARTICLE V. FISCAL YEAR
The fiscal year of this Corporation shall begin on the 1st day of September
and end on the last day of August, in each year.
ARTICLE VI. AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
RESTATED INVENTORY FLOOR-PLAN FINANCE AGREEMENT
THIS RESTATED INVENTORY FLOOR-PLAN FINANCE AGREEMENT is made and entered
into this 27th day of October , 1994, between WINNEBAGO INDUSTRIES, INC., an
Iowa corporation, with its principal place of business at 605 West Crystal Lake
Road, Forest City, Iowa 50436 ("Client"), and NATIONSCREDIT COMMERCIAL
CORPORATION, a North Carolina corporation, assignee of Chrysler First Commercial
Corporation and Winnebago Acceptance Corporation, a North Carolina corporation,
with their principal place of business at 1105 Hamilton Street, Allentown,
Pennsylvania 18101 (collectively referred to as "NationsCredit").
RECITALS
A. Client manufactures motorized recreational vehicles under various brand
names, including but not limited to "Winnebago", "Itasca", "Vectra", "Luxor",
and "Rialta" ("Product").
B. Client and Chrysler First Commercial Corporation ("Chrysler First")
entered into a Finance Agreement dated March 26, 1992 (the "Finance Agreement"),
pursuant to which Chrysler First and/or a wholly-owned subsidiary thereof agreed
to provide financing and other credit services to Dealers of Client approved by
NationsCredit and advance money to Client for the sale of new recreation
vehicles manufactured by Client;
C. As part of the sale of substantially all of the assets of Chrysler First
to NationsCredit Corporation on February 1, 1993, NationsCredit succeeded to the
rights and assumed the obligations of Chrysler First under the terms of the
Finance Agreement;
D. NationsCredit through one or more wholly-owned subsidiaries is agreeable
to continue providing such financing and other credit services to Client
pursuant to the terms and conditions set forth in the Inventory Floor Plan
Finance Agreement as amended and restated herein;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound, Client and NationsCredit hereby amend and
restate the Agreement as follows:
1. DEFINITIONS
(a) "Accounting Month" shall mean the period from the last Friday of a
calendar month to and including the last Thursday of the following calendar
month. If a calendar month ends on Thursday, then the accounting month for the
next successive period shall be from the first Friday of a calendar month to and
including the last Thursday of the same calendar month.
(b) "Agreement" shall mean this Restated Inventory Floor-Plan Finance
Agreement.
(c) "Dealer" shall mean any Dealer of Client who is recommended to
NationsCredit by Client in writing for financing (by NationsCredit) of purchases
of Eligible Products and who is approved and accepted by NationsCredit for such
financing. To be approved by NationsCredit for financing of used Product, a
Dealer must be a (i) seller of Client's Product and (ii) have an approved line
of credit for the purchase of new Product, which line has been utilized for such
Purchases.
(d) "Eligible Products" shall mean (i) new Product purchased by a
Dealer from Client for resale to retail customers and for which Client receives
payment from NationsCredit, (ii) new Product purchased by a Dealer from Client
for rental to customers and for which Client receives payment from
NationsCredit, or (iii) used Product acquired by a Dealer as trades on the
purchase of new Product which are to be held in Dealer's inventory for future
resale and not for rental or lease.
(e) "Finance Transactions" shall mean the obligations of Dealers to
repay NationsCredit (i) for advances of money made by NationsCredit to Client on
behalf of Dealers for the financing of sales of Eligible Products by Client to
its Dealers, and (ii) advances of money made by NationsCredit to qualified
Dealers for the acquisition of used Eligible Product by a Dealer from a retail
customer which are acquired as trades upon the purchase by the customer of new
Eligible Product. Unless otherwise indicated, the term Finance Transactions
shall include Rental Transactions.
(f) "Loan Agreement" means the Financing and Security Agreement dated
March 26. 1992. between Client and NationsCredit.
(g) "Loss" or "Losses" shall mean any unpaid principal amounts owing to
NationsCredit, plus accrued and unpaid charges, on any Finance Transaction in
default because the Eligible Products are not found in the possession of the
defaulting Dealer or, in the case of Rental Transactions, because the Finance
Transactions are in default in their repayment schedule or are "sold and
unpaid".
(h) "Prime Rate" shall be the Prime Rate as announced by NationsBank of
North Carolina N.A. on the last day of an Accounting Month effective for
outstanding balances in the successive Accounting Month. When a change in the
Prime Rate is announced, a change will take effect as of the first day of the
successive Accounting Month. The new Prime Rate will apply to new advances as
well as to existing balances from the first day of the Accounting Month in which
the new Prime Rate is effective.
(i) "Rental Transactions" shall mean those Finance Transactions where
the Dealer's obligation to repay NationsCredit is for new Eligible Products
intended to be rented to retail customers.
2. COMPENSATION OF NATIONSCREDIT
(a) Finance charges to Client and Dealers, terms of payment by Client
and Dealers and all other terms with respect to all Finance Transactions shall
be as agreed upon from time to time by NationsCredit and Client.
Beginning rates, terms and fees shall be as follows:
(i) NationsCredit will receive Prime Rate minus 2.00% per annum
computed on the average daily outstanding balances due
NationsCredit on Finance Transactions for new Eligible
Product that are not Rental Transactions.
(ii) A monthly service fee, in an amount equal to 3.5% per annum
(calculated on a 30-day period) computed upon the average
daily outstanding balances in any month due NationsCredit
from Dealers under the Finance Program. The average daily
outstanding balances shall be arrived at by computing the
daily outstanding balances adding each day's balance for any
given accounting month and dividing the sum by the number of
days in that accounting month.
(iii) All charges shall be billed monthly to the Client and/or
Dealers and payable upon receipt on the basis of a 360 day
year for the actual number of days elapsed. Monthly charges
shall be calculated by multiplying the corresponding daily
rate by the number of days in the Accounting Month,
multiplying the resulting product by the average daily
balance of all Finance Transactions. The average daily
balance shall be computed by adding the ending balance for
each day in the Accounting Month and dividing the sum by the
number of days in that Accounting Month.
(iv) Notwithstanding changes in the Prime Rate which may
fluctuate from time to time, the minimum Prime Rate to be
used in calculating charges shall be 6.5% per annum.
(c) Client will pay to NationsCredit a fee of Forty-five Dollars
($45.00) for each Dealer visited by a NationsCredit representative for the
purpose of obtaining signed documents pursuant to 3(b) of this Agreement. This
fee may be increased from time to time at the sole discretion of NationsCredit.
3. NATIONSCREDIT'S OBLIGATIONS
(a) NationsCredit agrees to finance the purchase of Eligible Products
by Dealers .
(b) NationsCredit will supply to Client a security agreement in
substantially the form attached hereto as Exhibit A and all other forms required
to be signed by Dealers prior to NationsCredit's entering into any Finance
Transactions. If used Eligible Product is to be financed for the Dealer, the
security agreement will be in substantially the form of Exhibit B attached
hereto. Upon the agreement of the parties, NationsCredit will attempt to obtain
from Dealers a signed security agreement and all other forms required to be
signed by Dealers in consideration of the payment of the fees set forth in
paragraph 2(c).
(c) NationsCredit agrees to review the recommendation of Client for
approval of any dealer proposed by Client for financing by NationsCredit of
Eligible Products. NationsCredit shall have the ultimate right to approve or
disapprove any such recommendations, to determine and establish credit lines and
limits for any proposed dealer and to terminate or reduce any previously
approved credit line for any Dealer without in any way diminishing the liability
of Client for Losses or to repurchase Eligible Products.
(d) NationsCredit will promptly advance funds by wire transfer to
Client on behalf of any Dealer in an amount equal to the net invoice price of
each unit of new Eligible Product(s) shown on copies of invoices submitted to
it; provided, however, that NationsCredit may deduct from the proceeds of those
advances any amounts owing to it by Client pursuant to this Agreement, the Loan
Agreement between NationsCredit and Client, or any other agreement between the
parties.
NationsCredit will advance funds to Dealers and/or to any lien
holders on the Dealers behalf for the purchase of used Eligible Product upon
receipt from the Dealer of a request for an advance in writing with such
information and representations as shall be required by NationsCredit.
(e) NationsCredit will provide the following administrative, accounting
and information services for Client in connection with all Finance Transactions.
(i) Accounting
Establish accounting records for each Dealer to record all
sales made by Client to that Dealer pursuant to the Finance
Program, payments made by Dealer on its purchases under the
Finance Program, and other appropriate debits and credits;
and, generally, keeping those data records necessary to
service the Finance Program.
(ii) Billing
Mail or deliver to each Dealer a statement reflecting debits
and credits on the Dealer's account promptly following the
first business day of each Accounting Month, and such other
statements as required from time to time to reflect any
payment then due or to become due on that account.
(iii) Reports
Produce reports for each Dealer as it generates in the
normal course of conducting its business for service only
clients and which are being produced currently by
NationsCredit's data processing system ("NationsCredit's
System").
(iv) Provide access to its host computer so that Client can have
access to all of the information regarding all Dealer
accounts at the same time such information is available to
NationsCredit provided Client bears all out-of-pocket costs.
(f) NationsCredit will use reasonable efforts to collect outstanding
Finance Transactions. Those efforts shall consist of sending notices and making
demands for payment upon Dealers as NationsCredit shall determine to be
necessary in its discretion. NationsCredit shall not be required, prior to
making demand upon Client for payment of Losses, nor as a condition to Client's
liability, to commence litigation for the collection of any Finance Transactions
outstanding with any Dealer in default or to enforce or attempt to enforce any
rights it may have as a secured creditor holding a security interest in Eligible
Products, its proceeds or any other collateral.
(g) NationsCredit shall not be required to repossess or attempt to
repossess any Eligible Products, proceeds or other collateral constituting
security for Finance Transactions, but NationsCredit will, at the request of
Client, proceed with the Client to repossess or attempt to repossess by
providing personnel or other facilities whenever it is in a position to do so.
(h) NationsCredit will commence in its name proceedings to obtain
possession of Eligible Products by replevin or similar litigation upon the
request of Client whenever a repossession of Eligible Products is not possible
to be made peaceably.
(i) NationsCredit will take all steps necessary in order to perfect its
security interest in new Eligible Products, including searching to ascertain
whether any Dealer had previously granted a security interest in the Eligible
Products to third persons, notifying the holders of any such security interests
of NationsCredit's intention to take a purchase money security interest in
Eligible Products, filing of financing statements covering the Eligible Products
where required and notifying the Client that it may then ship new Eligible
Product to its Dealer. In the State of Louisiana, NationsCredit will take all
steps necessary to obtain a security interest in or lien upon new Eligible
Products provided, however, NationsCredit will not obtain a first purchase more
security interest requiring notification to prior filed parties or
subordinations by prior filed collateral chattel mortgagees unless it may agree
to do so, in writing, separate and apart from this Agreement. NationsCredit
makes no warranties or representations that it will prevail in the enforcement
of a security interest in Eligible Products which are the subject of the Rental
Transactions or used Eligible Product which is the subject of a Finance
Transaction. For the purposes of this subsection, NationsCredit shall be
entitled to rely on the accuracy and completeness of all information concerning
any Dealer submitted by Client to NationsCredit.
Prior to advancing on used Eligible Product, NationsCredit will obtain
termination or subordination of any prior filed financing statements with a
collateral description which would include used Eligible Product. NationsCredit
will attempt to obtain the certificate of title for each unit of used Eligible
Product which may show as owner either the Dealer's customers from whom the unit
was purchased as a trade, or the Dealer, with all liens released. NationsCredit
will not be required to determine whether the Dealer has complied with any state
certificate of title laws necessary to have a valid title issued.
(j) NationsCredit will make or cause to be made a physical inspection
of Eligible Products constituting inventory of each Dealer with whom it shall
have outstanding Finance Transactions including but not limited to, Eligible
Product which is the subject of a Rental Transaction and which is on Dealer's
premises. Inspections shall be once each thirty (30) days plus a grace period of
fifteen (15) days, but in any event not less than ten (10) times per year.
NationsCredit's duties shall consist of verifying the physical presence at the
location of Dealer of all items of Eligible Products included in any outstanding
Finance Transactions, and if any items are not present, demanding payment for
them from the Dealer. NationsCredit may, but shall not be required, to inspect
the Dealer's business records or to otherwise determine or verify the status of
any item of Eligible Product if it is present on the Dealer's premises.
NationsCredit will not perform the inventory inspection services for Dealers
located in Alaska and Hawaii; however, NationsCredit will arrange for inspection
by a third party contractor with all costs of such inspection services
reimbursed by Client. Client agrees to waive any claim against NationsCredit
arising out of the inspection services performed by the third party contractor.
In the case of new Eligible Product that was acquired by Client's Dealer for
rental or was converted into a Rental Transaction, and such item is not present
on the Dealer's premises at the time of an inventory inspection, NationsCredit
may, but shall not be required to, obtain a copy of the rental agreement entered
into between the Dealer and its customer for that Product. NationsCredit shall
have no obligation whatsoever to determine the genuineness or validity of any
rental agreement.
(k) NationsCredit will monitor the insurance coverage to assure that
personal property insurance is being maintained on the Eligible Product by
Dealers and that no lapses occur; if lapses occur, NationsCredit may, but shall
not be required, to obtain insurance coverage for such premiums to the Dealer as
may be required. In the event that these premiums are not paid by the Dealer,
NationsCredit will notify Client of the Dealer's default. Client agrees that any
accrued and unpaid premiums shall be the responsibility of Client pursuant to
Section 5.
(I) NationsCredit agrees to finance Rental Transactions as follows:
(i) The invoices submitted for new Eligible Product intended to
be rented to a retail customer must be noted as "rental" and
the Rental Transaction is to be repayable in twelve (12)
substantially equal and consecutive monthly installments of
principal plus interest, after which period any remaining
principal balance and accrued and unpaid charges shall be
immediately due and payable in full.
(ii) A Rental Transaction will mature and any remaining principal
balance, accrued interest, and charges will be immediately
due and payable in full upon (1) the sale of the Eligible
Product which is the subject of the Rental Transaction; or
(2) upon NationsCredit's physical verification that the
mileage of the Eligible Product has reached 25,000 miles, or
(iii)At the election of the Dealer and with the prior approval of
NationsCredit, a Finance Transaction for new Eligible
Product may be converted into a Rental Transaction upon (1)
written notification by Dealer to NationsCredit of Dealer's
intent to convert new Eligible Product to a Rental
Transaction; and (2) delivery of the Certificate of Title
showing NationsCredit as the first lienholder on the
Eligible Product; and (3) delivery of evidence of liability
insurance with respect to rental of the Eligible Product to
a customer. NationsCredit will not be required to determine
whether the Dealer has complied with any state certificate
of title laws necessary to have a valid title issued or
state insurance laws necessary to have required insurance
coverage. Upon rental the Dealer shall pay for the same in
accordance with the terms of Rental Transactions which are
contained herein. Once converted, the Rental Transaction may
not revert to a Finance Transaction which is not a Rental
Transaction. To evidence the conversion of a Finance
Transaction to a Rental Transaction, NationsCredit and
Client shall require the Dealer promptly to send any rental
agreements entered into by them with customers to the
NationsCredit service location as designated by
NationsCredit. In the event any Dealer fails to do so, and
it is discovered by NationsCredit at the time of its next
physical inspection of that Dealer's inventory that any unit
of Eligible Product is missing and has not been paid for,
and for which NationsCredit has not theretofore received a
rental agreement covering the same, payment therefor shall
be due in full. The only form of rental agreement which
shall be considered acceptable by NationsCredit for the
purpose of this paragraph shall be agreed upon in writing by
Client and NationsCredit and shall be the only form so
considered acceptable.
4. OBLIGATIONS OF CLIENT
(a) Client shall submit its recommendation to NationsCredit for credit
lines to be approved or disapproved by NationsCredit for proposed Dealers whom
Client wishes NationsCredit to finance. As part of those recommendations, Client
will submit credit information and history, financial statements, and any other
information NationsCredit shall require for its review.
(b) With respect to any shipment of new Eligible Products to any Dealer
that Client wishes to become the subject of a Finance Transaction, Client shall
send a copy of the invoice(s) representing such shipment(s) to NationsCredit,
which invoice(s) shall contain the model, serial number and total purchase price
to the Dealer for each unit of new Eligible Products. In addition to the
foregoing information, if new Eligible Products are to become the subject of a
Rental Transaction, the invoice copy sent to NationsCredit shall be noted
"Rental" and shall include a statement of the terms of payment due by Dealers.
If used Eligible Product is to be the subject of a Finance Transaction, Client
agrees that the terms of the financing including the advance amount and the
rates of charges, shall be determined by NationsCredit in its sole discretion.
(c) Client shall submit to NationsCredit a Security Agreement properly
signed by the Dealer in the form attached hereto as Exhibit "A" or "B" and such
other documents as NationsCredit may require unless NationsCredit agrees to
obtain such pursuant to paragraph 3(b).
(d) It shall be Client's obligation to repossess any Eligible Products
found in the possession of a defaulting Dealer and be responsible for its resale
or disposition, until its repurchase from NationsCredit as provided in Section
5. Client agrees that it acts as NationsCredit's agent or as its bailee in
arranging for repossession, storage, repair, shipment, or acting in any way with
respect to the Eligible Product.
(e) As to any items of Eligible Product which NationsCredit repossesses or
otherwise for any reason acts to protect a security interest in Eligible Product
against third parties, Client will pay to NationsCredit any out-of-pocket
expenses NationsCredit incurs in repossessing or protecting such claim,
including but not limited to handling, moving and storage expenses, reasonable
attorney's fees and court costs.
(f) Client agrees to pay all NationsCredit's filing and recording fees,
attorney's fees and costs which relate to the perfection of a first purchase
money security interest in Louisiana on Eligible Product; and all taxes or
stamps for recording purposes wherever required.
(g) Client will communicate to Dealers all rates and terms that have been
agreed upon from time to time between NationsCredit and Client and shall be
responsible to obtain from Dealers their agreement to pay the same.
(h) Client agrees that as long as there are any Finance Transactions
outstanding, it will furnish NationsCredit:
(i) Annual Report. Within one hundred twenty (120) days after the
close of each fiscal year end of the Client, a copy of an annual audit
report of the Client, prepared on a consolidated basis and in conformity
with generally accepted accounting principles applied on a consistent
basis, and duly certified by independent certified public accountants of
recognized standing.
(ii) Interim Reports. Within forty-five (45) days after each quarter,
except the last quarter of each fiscal year of the Client, a copy of an
unaudited financial statement of the Client, prepared in the same manner as
the audit report referred to above and consisting of at least a balance
sheet as of the close of that quarter and statements of earnings and their
source and the application of funds for that quarter and for the period
from the beginning of that fiscal year to the close of that quarter.
(i) Client agrees to change the name of its subsidiary "Winnebago
Acceptance Corporation" so that the name becomes available for use by
NationsCredit where required. Client authorizes NationsCredit to use the name
"Winnebago" for purposes of executing its obligations under this Agreement, and
authorizes its continued use by NationsCredit until all transactions and
obligations under the Agreement are satisfied by Client.
5. LIABILITY OF CLIENT
(a) Following the default of any Dealer in the payment of any Finance
Transaction, Client will repurchase from NationsCredit any Eligible Products
found in the possession of the defaulting Dealer for an amount equal to the
unpaid principal balance, plus all accrued and unpaid charges and insurance
premiums owing on the related Finance Transactions. There shall be no limit to
this repurchase obligation.
(b) All Finance Transactions entered into by NationsCredit shall be with
full recourse to Client so that following the default of any Dealer in payment
of any amounts required to be paid by the Dealer, and following reasonable
efforts by NationsCredit to collect same without having to resort to litigation,
Client shall pay to NationsCredit on demand all Losses of NationsCredit.
(c) In the event that NationsCredit files an action against a Dealer or any
other party (other than the Client) which may be directly or contingently liable
for payment of the Finance Transaction, Client will pay all of NationsCredit's
out-of-pocket expenses, fees and costs incurred. If NationsCredit is made a
party to any action brought by a third party against the Client, Client will
defend NationsCredit and hold it harmless from any judgment, claim or expense
which it might suffer as a result of the action (unless such judgment, claim or
expense is determined to be due to NationsCredit's failure to perform its duties
and responsibilities under this Agreement). Client also agrees to pay any
attorney's fees and court costs incurred by NationsCredit in enforcing Client's
obligations under this Agreement.
6. NATURE AND SCOPE OF CLIENT'S LIABILITY FOR LOSSES
(a) This Section 6 and Section 5 shall establish, determine and control
Client's liability for Losses in respect to all Finance Transactions.
Client's liability for Losses and its obligation to repurchase Eligible
Products shall not be avoided or limited for any reason, including,
without limitation, usury, or any other defenses to payment claimed or
alleged by any defaulting Dealer.
(b) Client waives presentment for payment, acceptance, protest and notice
of protest and all other notices to which it might be entitled by law,
except as provided in this Agreement. NationsCredit may compromise or
adjust the amounts due upon any Finance Transactions and upon the
Eligible Products to which they relate only with the written approval
of Client if Client is not then in breach of its obligations hereunder
or under the Loan Agreement. In the event Client is in breach of its
obligations hereunder or under the Loan Agreement, NationsCredit may so
compromise or adjust without affecting Client's liability for Losses or
to repurchase Eligible Products which shall continue unaffected
thereby.
7. RESERVE ACCOUNT
An account shall be established by NationsCredit (the "Reserve
Account") and credits and charges shall be made in accordance with the
following:
(a) NationsCredit will credit the Reserve Account in an amount equal to all
charges collected from Dealers in excess of the charges due NationsCredit set
forth in Section 2.
(b) Any amounts required to be paid by Client may be charged by
NationsCredit against any balance in the Reserve Account. However, the Reserve
Account shall in no manner affect the liability of Client to pay Losses of
NationsCredit, nor shall NationsCredit debit the account for Losses as may be
owing by Client so long as Client is not in default with respect to its
obligation to pay NationsCredit's Losses or to perform its obligations under
this Finance Agreement or is not in default under the Loan Agreement.
(c) NationsCredit shall provide Client with a monthly report of any credits
or charges to the Reserve Account.
8. SUBROGATION
In the event Client is required to pay NationsCredit any amount by reason
of any default by a Dealer in meeting obligations to NationsCredit and upon
Client's payment in full of all of such obligations, Client shall be subrogated
to all rights which NationsCredit may have against such Dealer under any Finance
Transaction covering such obligations and NationsCredit shall execute without
recourse, any assignment or other documents as may be reasonably required by
Client.
9. ASSIGNMENT
This Agreement shall not be assigned by either party without written
consent of the other provided, however, that NationsCredit may assign this
Agreement in whole or in part to the corporation created pursuant to 3(j) or to
any affiliated company or wholly owned subsidiary of NationsCredit without the
written consent of the Client.
10. TERM AND TERMINATION
The term of this Agreement shall be three (3) years from March 26, 1992 to
March 25, 1995, and shall thereafter continue from year to year, provided,
however, that either party may terminate this agreement at any time after the
initial three (3) year term by giving the other party one hundred eighty (180)
days written notice of such termination. Termination of this Agreement shall not
affect obligations existing between the parties at the time of termination.
11. AUTOMATIC TERMINATION AND BUYOUT
This Agreement will terminate immediately and without notice upon the
occurrence of any of the following:
(a) Client defaults in the prompt payment of any amounts when due under
this Agreement or any other agreement between the parties;
(b) Client defaults or there occurs an event which with the passage of time
will constitute a default under the Loan Agreement between NationsCredit and
Client.
(c) Client sustains a substantial adverse change in its financial condition
as determined by NationsCredit in its sole discretion, or sells, leases,
transfers or otherwise disposes of substantially all of its assets, or
consolidates with or merges with any other entity, or permits any other entity
to consolidate or merge into Client;
(d) Client or NationsCredit commences a case or an order of relief is
entered under the federal bankruptcy laws, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy, insolvency, or
other similar law; or the consent by either of them to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Client or NationsCredit or of any
substantial part of their property, or the making by either of them of any
assignment for the benefit of creditors, or the failure of Client or
NationsCredit generally to pay their debts as such debts become due, or the
taking of corporate action by Client or NationsCredit in furtherance of any of
the foregoing.
Upon termination due to the occurrence of events set forth above,
Client shall purchase from NationsCredit all Finance Transactions for the
present balance outstanding plus accrued charges and insurance fees, all as
reflected on the Statements of Account of NationsCredit. NationsCredit shall
execute such bills of sale and assignment as shall be necessary to complete such
sale.
12. REMEDIES AND WAIVERS
Both NationsCredit and Client shall have the right to enforce any remedies
available to it under this Agreement partially, successively or concurrently and
any such action shall not prevent NationsCredit from pursuing any further remedy
it may have hereunder or by law. No delay or failure on the part of
NationsCredit to exercise any right or remedy hereunder upon any default or
breach by Client of any provision hereof shall be considered to be an
abandonment thereof so long as Client's default or breach continues, nor shall
any waiver of a single default or breach be deemed a waiver of any subsequent
default or breach.
13. NOTICES
Any notice of demand required to be given or made in writing pursuant to
this Agreement shall be given by certified mail, postage prepaid, addressed to
the parties at their respective addresses shown on page 1 of this Agreement.
14. ENTIRE AGREEMENT
This Agreement is being entered into by the parties at the same time as a
Loan Agreement is being entered into by the parties which will relate to some
terms and conditions of the relationship between Client and NationsCredit.
However, this Agreement and all Addendums attached hereto constitute the entire
agreement between the parties with respect to the financing of Client's Dealers
and supersedes all prior agreements whether written or oral with respect thereto
and shall not be modified orally. This Agreement shall in all respects be
governed by the laws of the Commonwealth of Pennsylvania.
15. JURISDICTION
The parties agree that the courts of the Commonwealth of Pennsylvania,
including the U. S. District Court for the Eastern District of Pennsylvania,
shall have jurisdiction to hear and determine any claim, dispute or demand
pertaining to this Agreement and they expressly submit and consent to such
jurisdiction.
16. WAIVER OF JURY TRIALS
Trial by jury in any suit, action or proceeding arising on, out of, under,
or by reason of or relating in any way to this Agreement or any transaction
under it, or concerning the validity, interpretation, or enforcement of this
Agreement between the parties, is hereby waived by each of them.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year at the beginning and this Agreement shall be effective as of that
date.
NATIONSCREDIT COMMERCIAL WINNEBAGO INDUSTRIES, INC.
CORPORATION
By By
Print Name C. Thomas Anderson Print Name Fred G. Dohrmann
Title Senior Vice President Title President and Chief Executive
Officer
WINNEBAGO ACCEPTANCE CORPORATION
By
Print Name C. Thomas Anderson
Title Senior Vice President
CERTIFICATE
I, Raymond M. Beebe, Secretary of Winnebago Industries, Inc., an lowa
corporation, DO HEREBY CERTIFY that the following resolutions were duly adopted
at a meeting of the Board of Directors of the Corporation on the 20th day of
October , 1994, and that said resolutions have not been amended or rescinded and
are in full force and effect:
RESOLVED, that Fred G. Dohrmann*, who is President & CEO of this
corporation, is hereby authorized, directed and instructed for and on
behalf of this corporation to deliver to NationsCredit Commercial
Corporation the foregoing agreement under the terms of which certain
commitments are being made by the corporation for, inter alia, the
repurchase of certain merchandise and the payment of losses of
NationsCredit Commercial Corporation.
FURTHER RESOLVED, that the President, or any Vice President, or the
Treasurer of this corporation are authorized to execute any and all other
instruments and documents necessary to desirable to consummate this
transaction and to fulfill its intended purposes. All instruments and
documents shall contain such terms, conditions, warranties and waivers as
said officers in their discretion deem necessary or desirable in the
interest of this corporation; and the execution of any instrument or
document by said officers shall be conclusive proof of the approval of all
of the terms and conditions thereof for and on behalf of the corporation.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
Winnebago !Industries, Inc., this 27th day of October, 1994.
(Seal)
Secretary
* Fill in name of individual who will sign agreement and his title. (Must be
President, Vice President or Treasurer of corporation.)
Secretary of corporation must fill in his/her name in first line, fill in dates
(must be dated before agreement is dated), sign this certificate and affix the
corporate seal.
October 20, 1994
RV OFFICER INCENTIVE COMPENSATION PLAN
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA
PURPOSE
The purpose of this plan is to provide greater incentive to employees in officer
positions, who contribute to the success of the Company, by enabling them to
participate in that success, and to aid in attracting and retaining employees
who will contribute to the progress and profitability of the Company.
It is the purpose of this plan to attract, obtain, develop, motivate, and retain
capable officer personnel, stimulate constructive and imaginative thinking, and
otherwise contribute to the growth and profits of the corporation.
ADMINISTRATION
The plan prior to each new fiscal year must meet the approval of the Human
Resource Committee of the Board of Directors. The Human Resource Committee may
establish such rules and regulations as it deems necessary for proper
administration of this plan and may amend or revoke any rule or regulation so
established.
PARTICIPANTS
Recommendation of a participant must be made by the President of Winnebago
Industries, Inc.
MINIMUM QUALIFICATIONS REQUIRED OF PARTICIPANTS:
1. Participant must be an officer with specific responsibilities which can
impact the corporation
2. Participants must be employed for the entire fiscal year to be eligible for
the bonus and in addition, participant must be employed at the time the
bonus is paid except as waived by the Human Resource Committee.
NATURE OF THE PLAN
The incentive award is based on the performance of the CORPORATION.
This is a bonus based upon the Company's attainment of a predetermined profit
goal for the fiscal quarter. The profit goal is to be recommended by the Human
Resource Committee and approved by the Board of Directors each quarter at the
beginning of the fiscal quarter.
The profit goal, for purposes of this plan, will be the "Incentive Compensation
Profit" which shall mean the combined gross income from the operation of the
Company less the combined expenses, deductions and credits of the Company
attributable to such operations. In computing the incentive compensation profit,
no deduction shall be taken or allowance made for federal or state income taxes,
or any expenses associated with retirement plans or incentive compensation
plans. Incentive awards are determined in proportion to the actual operating
profit generated for the quarter in relation to the profit goal that was set. If
the operating profit achieved is less than 80 percent of goal set, no bonus is
paid and the maximum bonus paid at 120 percent of the profit goal.
METHOD OF PAYMENT
The quarterly amount of a participant's incentive compensation for the quarter
shall be the percentage of the total amount of base salary received by the
individual the fiscal quarter when he was a participant in the plan. 60% of the
quarterly amount of the earned bonus will be paid within 45 days after the close
of the fiscal quarter and the remainder of the bonus due will be paid after the
books have been audited at the end of the fiscal year providing the Company has
made its objective in each quarter. Bonuses will be paid as follows:
Number of Quarters Amount of the Bonus
Objective was made Holdback to be Paid
1 25%
2 50%
3 75%
4 100%
A participant who leaves the Company for any reason will forfeit all rights to
incentive payments that particular fiscal quarter and fiscal year.
October 20, 1994
RV EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA
PURPOSE
The purpose of this plan is to provide greater incentive to employees in
managerial positions, who contribute to the success of the Company, by enabling
them to participate in that success, and to aid in attracting and retaining
employees who will contribute to the progress and profitability of the Company.
It is the purpose of this plan to attract, obtain, develop, motivate, and retain
capable managerial personnel, stimulate constructive and imaginative thinking,
and otherwise contribute to the growth and profits of the corporation.
ADMINISTRATION
The plan prior to each new fiscal year must meet the approval of the Human
Resource Committee of the Board of Directors. The Human Resource Committee may
establish such rules and regulations as it deems necessary for proper
administration of this plan and may amend or revoke any rule or regulation so
established.
PARTICIPANTS
Recommendation of a participant must be made by the Vice President that has the
responsibility for the specific unit or group which the proposed participant is
a member. The Vice President must justify direct dependence of recommended
employee's influence, performance and achievements, which could determine the
success of that unit or group and employee must be considered a direct link to
the success and profitability of the corporation.
MINIMUM QUALIFICATIONS REQUIRED OF PARTICIPANTS:
1. Participant must be in Labor Grade Number 70 or above.
2. Participant must be in the capacity of a staff supervisor or manager of a
specific unit or group with specific responsibilities which can impact the
corporation.
3. Participants must be employed for the entire fiscal year to be eligible for
the bonus and in addition, participant must be employed at the time the
bonus is paid except as waived by the Human Resource Committee.
Appointment of participants to the "Executive Management Incentive Compensation
Plan" will be recommended by the President to the Human Resource Committee for
approval based on meeting the aforementioned qualifications and upon
recommendation of the respective Vice President.
NATURE OF THE PLAN
The incentive award is based on the performance of the CORPORATION.
This is a bonus based upon the Company's attainment of a predetermined profit
goal for the fiscal quarter. The profit goal is to be recommended by the Human
Resource Committee and approved by the Board of Directors each quarter at the
beginning of the fiscal quarter.
The profit goal, for purposes of this plan, will be the "Incentive Compensation
Profit" which shall mean the combined gross income from the operation of the
Company less the combined expenses, deductions and credits of the Company
attributable to such operations. In computing the incentive compensation profit,
no deduction shall be taken or allowance made for federal or state income taxes,
or any expenses associated with retirement plans or incentive compensation
plans. Incentive awards are determined in proportion to the actual operating
profit generated for the quarter in relation to the profit goal that was set. If
the operating profit achieved is less than 80 percent of goal set, no bonus is
paid and the maximum bonus paid at 120 percent of the profit goal.
METHOD OF PAYMENT
The quarterly amount of a participant's incentive compensation for the quarter
shall be the percentage of the total amount of base salary received by the
individual the fiscal quarter when he was a participant in the plan. 60% of the
quarterly amount of the earned bonus will be paid within 45 days after the close
of the fiscal quarter and the remainder of the bonus due will be paid after the
books have been audited at the end of the fiscal year providing the Company has
made its objective in each quarter. Bonuses will be paid as follows:
Number of Quarters Amount of the Bonus
Objective was made Holdback to be Paid
1 25%
2 50%
3 75%
4 100%
A participant who leaves the Company for any reason will forfeit all rights to
incentive payments that particular fiscal quarter and fiscal year.
October 20, 1994
RV MANAGEMENT INCENTIVE COMPENSATION PLAN
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA
PURPOSE
The purpose of this plan is to provide greater incentive to employees in
managerial positions, who contribute to the success of the Company, by enabling
them to participate in that success, and to aid in attracting and retaining
employees who will contribute to the progress and profitability of the Company.
It is the purpose of this plan to attract, obtain, develop, motivate, and retain
capable managerial personnel, stimulate constructive and imaginative thinking,
and otherwise contribute to the growth and profits of the corporation
ADMINISTRATION
The plan prior to each new fiscal year must meet the approval of the Human
Resource Committee of the Board of Directors. The Human Resource Committee may
establish such rules and regulations as it deems necessary for proper
administration of this plan and may amend or revoke any rule or regulation so
established.
PARTICIPANTS
Recommendation of a participant must be made by the Vice President member that
has the responsibility for the specific unit or group which the proposed
participant is a member. The Vice President must justify direct dependence of
recommended employee's influence, performance and achievements, which could
determine the success of that unit or group and employee must be considered a
direct link to the success and profitability of the corporation.
MINIMUM QUALIFICATIONS REQUIRED OF PARTICIPANTS:
1. Participant must be in the capacity of a manager of a specific unit or
group with budget responsibilities and specific responsibilities which
significantly can impact the corporation.
2. Participants must be employed for the entire fiscal year to be eligible
for the bonus and in addition, participant must be employed at the time
the bonus is paid except as waived by the Human Resource Committee.
Appointment of participants to the "Management Incentive Compensation Plan" will
be recommended by the President to the Human Resource Committee for approval
based on meeting the aforementioned qualifications and upon recommendation of
the respective Vice President.
NATURE OF THE PLAN
The incentive award is based on the performance of the CORPORATION.
This is a bonus based upon the Company's attainment of a predetermined profit
goal for the fiscal quarter. The profit goal is to be recommended by the Human
Resource Committee and approved by the Board of Directors each quarter at the
beginning of the fiscal quarter.
The profit goal, for purposes of this plan, will be the "Incentive Compensation
Profit" which shall mean the combined gross income from the operation of the
Company less the combined expenses, deductions and credits of the Company
attributable to such operations. In computing the incentive compensation profit,
no deduction shall be taken or allowance made for federal or state income taxes,
or any expenses associated with retirement plans or incentive compensation
plans.
METHOD OF PAYMENT
The quarterly amount of a participant's incentive compensation for the quarter
shall be the percentage of the total amount of base salary received by the
individual the fiscal quarter when he was a participant in the plan. 60% of the
quarterly amount of the earned bonus will be paid within 45 days after the close
of the fiscal quarter and the remainder of the bonus due will be paid after the
books have been audited at the end of the fiscal year providing the Company has
made its objective in each quarter. Bonuses will be paid as follows:
Number of Quarters Amount of the Bonus
Objective was made Holdback to be Paid
1 25%
2 50%
3 75%
4 100%
A participant who leaves the Company for any reason will forfeit all rights to
incentive payments that particular fiscal quarter and fiscal year.
Incentive awards are determined in proportion to the actual operating profit
generated for the quarter in relation to the profit goal that was set. If the
operating profit achieved is less than 80 percent of goal set, no bonus is paid
and the maximum bonus paid at 120 percent of the profit goal.
October 20, 1994
RV INCENTIVE COMPENSATION PLAN
QUARTERLY BONUS FORMULA
1995 FISCAL
Percent of Bonus % Percent of Bonus %
Operating Profit Officer & Exc. Management Operating Profit Officer & Exc. Management
80.0 7.50 5.0 100.0 30.00 20.0
80.7 8.25 5.5 100.7 30.75 20.5
81.3 9.00 6.0 101.3 31.50 21.0
82.0 9.75 6.5 102.0 32.25 21.5
82.7 10.50 7.0 102.7 33.00 22.0
83.3 11.25 7.5 103.3 33.75 22.5
84.0 12.00 8.0 104.0 34.50 23.0
84.7 12.75 8.5 104.7 35.25 23.5
85.3 13.50 9.0 105.3 36.00 24.0
86.0 14.25 9.5 106.0 36.75 24.5
86.7 15.00 10.0 106.7 37.50 25.0
87.3 15.75 10.5 107.3 38.25 25.5
88.0 16.50 11.0 108.0 39.00 26.0
88.7 17.25 11.5 108.7 39.75 26.0
89.3 18.00 12.0 109.3 40.50 27.0
90.0 18.75 12.5 110.0 41.25 27.5
90.7 19.50 13.0 110.7 42.00 28.0
91.3 20.25 13.5 111.3 42.75 28.5
92.0 21.00 14.0 112.0 43.50 29.0
92.7 21.75 14.5 112.7 44.25 29.5
93.3 22.50 15.0 113.3 45.00 30.0
94.0 23.25 15.5 114.0 45.75 30.5
94.7 24.00 16.0 114.7 46.50 31.0
95.3 24.75 16.5 115.3 47.25 31.5
96.0 25.50 17.0 116.0 48.00 32.0
96.7 26.25 17.5 116.7 48.75 32.5
97.3 27.00 18.0 117.3 49.50 33.0
98.0 27.75 18.5 118.0 50.25 33.5
98.7 28.50 19.0 118.7 51.00 34.0
99.3 29.25 19.5 119.3 51.75 34.5
120.0 52.50 35.0