Attached files
| file | filename |
|---|---|
| 8-K - 8-K FOR PERIOD ENDED OCTOBER 3, 2016 - WINNEBAGO INDUSTRIES INC | wgo8koct2016release.htm |
| EX-99.2 - EXH 99.2 INVESTOR PRESENTATION - WINNEBAGO INDUSTRIES INC | exh992nvestorpresentation.htm |
| EX-99.1 - EXH 99.1 PRESS RELEASE - WINNEBAGO INDUSTRIES INC | exh991oct2016release.htm |
Accelerates Winnebago’s expansion in the attractive towables market creating greater scale and a
broader, more balanced portfolio to capture additional growth opportunities and deliver value
Enhances competitive position across the RV industry through shared focus on quality products, dealer
relationships and customer service and satisfaction
Strengthens operational excellence across the organization by joining together experienced
management teams with deep channel relationships and expertise
GRAND
DESIGN
OVERVIEW
Fast-growing and highly profitable manufacturer in the towables market
Experienced management team with over 80 years of combined leadership experience in the RV
industry
Strong portfolio of premium brands:
TRANSACTION SUMMARY
Financing & Leverage Profile Compelling Financial Benefits
$500 million cash and stock transaction, including tax assets
valued at over $75 million: $395 million in cash and $105
million in new Winnebago shares issued to sellers
Following the transaction, Grand Design shareholders will own
approximately 14.5% of Winnebago shares outstanding
Expected debt to EBITDA ratio of approximately 2.5x*
following transaction with a plan of reducing to under 1.5x by
the end of 2018.
Immediately accretive to Winnebago’s growth profile, profit
margins, and EPS, excluding transaction costs and anticipated
synergies
Anticipated run-rate cost synergies of $7 million, phased in over
three years
Additional upside potential from sharing of manufacturing best
practices
Enhanced cash flow generation
Added
Scale
Combined company will be
led by Winnebago CEO
Michael Happe
Grand Design will operate as
an independent unit within
Winnebago and maintain its
differentiated and nimble
approach
Grand Design Co-Founder &
CEO Don Clark will lead
Grand Design unit along with
existing management team
COMPELLING
STRATEGIC
RATIONALE
$975
$428
$1,403
COMBINED
Revenue (in millions) + =
Enhanced
EBITDA
Margin
7.4%
14.0%
9.4% + =
Balanced
Portfolio of
Motorized
and Towable
RVs
+ = 91%
9%
100%
63%
37%
Motorized
Towables
Towables
Motorized
Towables
Creating the Best RV Manufacturer in the Industry
INCREASING SCALE AND MARGINS AND ENHANCING BALANCE LEADERSHIP
*Note: Represents unaudited financial information. EBITDA inclusive of $7mm of annual run rate synergies.
Source: Company data and filings. Note: Winnebago and Grand Design LTM 08/16.
Represents unaudited financial information; EBITDA margin excludes the impact of synergies.
Forward Looking Statements and Reconciliations
Forward Looking Statements
This fact sheet may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results
to differ materially from these statements, including, but not limited to increases in interest rates, availability of credit, low
consumer confidence, availability of labor, significant increase in repurchase obligations, inadequate liquidity or capital resources,
availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and
other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product
introductions by competitors, the effect of global tensions, integration of operations relating to mergers and acquisitions
activities, any unexpected expenses related to ERP, risks relating to the consummation of our acquisition of Grand Design
including, the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the transaction or
the possibility of non-consummation of the transaction; the potential for regulatory authorities to require divestitures in
connection with the proposed transaction, the failure to consummate the debt transactions contemplated by the transaction with
Grand Design, the possibility that we might have to pay a $35 million termination fee to Grand Design or additional damages for
failing to close the transaction; the occurrence of any event that could give rise to termination of the agreement; the risk that
shareholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated
transaction or result in significant costs of defense, indemnification and liability; risks inherent in the achievement of cost
synergies and the timing thereof; risks related to the disruption of the transaction to Winnebago and Grand Design and its
management; the effect of announcement of the transaction on Grand Design’s ability to retain and hire key personnel and
maintain relationships with customers, suppliers and other third parties, risks related to integration of the two companies and
other factors. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially
from that projected or suggested is contained in the Company's filings with the Securities and Exchange Commission (SEC) over
the last 12 months, copies of which are available from the SEC or from the Company upon request. The Company disclaims any
obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this fact sheet
or to reflect any changes in the Company's expectations after the date of this fact sheet or any change in events, conditions or
circumstances on which any statement is based, except as required by law.
Non-GAAP Reconciliation
The following information provides reconciliations of non-GAAP financial measures from operations, which are presented in the
accompanying fact sheet, to the most comparable financial measures calculated and presented in accordance with accounting
principles generally accepted in the U.S. (“GAAP”). The company has provided non-GAAP financial measures, which are not
calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures
presented in the accompanying fact sheet that are calculated and presented in accordance with GAAP. Such non-GAAP financial
measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in
conjunction with, the GAAP financial measures presented in the fact sheet. The non-GAAP financial measures in the accompanying
fact sheet may differ from similar measures used by other companies. The following tables reconcile the non-GAAP measure of
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) referred to in this fact sheet to the most directly
comparable GAAP measure reflected in the Company’s financial statements.
LTM Through August 2016
WGO(1) GD(1)(2) Pro Forma
Net Income $ 45,496 $ 59,131 $ 104,627
Interest Expense - - -
Provision for Taxes 20,702 158 20,860
Depreciation & Amortization 5,745 798 6,543
EBITDA $ 71,943 $ 60,087 $ 132,030
(1) Unaudited financial information
(2) Reported Net Income excluding stock compensation