Winnebago Industries Inc 10-Q for FY2026 Q2
Winnebago Industries Inc (WGO)
10-Q
2026-03-25
For: 2026-02-28
View Original
Added on
April 04, 2026
About this 10-Q
Winnebago Industries Inc filed this 10-Q on March 25, 2026, covering the quarter ended February 28, 2026 (FY2026 Q2).
Headline figures
Quarter ended February 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $657.4M
- up 6.0% from $620.2M a year earlier
- Net income
- $4.8M
- compared with a net loss of $400K a year earlier
- Diluted EPS
- $0.17
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended February 28, 2026
| or | |||||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
| For the transition period from _________________ to _________________ | |||||||||||
Commission File Number: | |||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
| (Registrant's telephone number, including area code) | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Smaller Reporting Company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of March 18, 2026, there were 28,265,787 shares of common stock, par value $0.50 per share, outstanding.
Winnebago Industries, Inc.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended February 28, 2026
Table of Contents
2
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Winnebago Industries, Inc.
Consolidated Statements of Income
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in millions, except per share data) | February 28, 2026 | March 1, 2025 | February 28, 2026 | March 1, 2025 | |||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Loss on note repurchase | |||||||||||||||||||||||
| Non-operating income | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax provision (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
3
Winnebago Industries, Inc.
Consolidated Balance Sheets
| (in millions, except per share data) | February 28, 2026 | August 30, 2025 | |||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowance for credit losses ($ | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Investment in life insurance | |||||||||||
| Operating lease assets | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses: | |||||||||||
| Accrued compensation | |||||||||||
| Product warranties | |||||||||||
| Self-insurance | |||||||||||
| Promotional | |||||||||||
| Accrued interest and dividends | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred income tax liabilities, net | |||||||||||
| Unrecognized tax benefits | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred compensation benefits, net of current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Contingent liabilities and commitments (Note 9) | |||||||||||
| Shareholders' equity: | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
4
Winnebago Industries, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | |||||||||||
| (in millions) | February 28, 2026 | March 1, 2025 | |||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Last in, first-out ("LIFO") expense | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Loss on note repurchase | |||||||||||
| Restructuring and related costs | |||||||||||
| Other, net | ( | ( | |||||||||
| Change in operating assets and liabilities, net of assets and liabilities acquired | |||||||||||
| Receivables, net | ( | ( | |||||||||
| Inventories, net | ( | ( | |||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Income taxes and unrecognized tax benefits | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Investing activities | |||||||||||
| Purchases of property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Other, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Borrowings on long-term debt | |||||||||||
| Repayments on long-term debt | ( | ( | |||||||||
| Payments of cash dividends | ( | ( | |||||||||
| Payments for repurchases of common stock | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental Disclosures | |||||||||||
| Income taxes paid, net | $ | $ | |||||||||
| Interest paid | |||||||||||
| Non-cash investing and financing activities | |||||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
| Increase in lease assets in exchange for lease liabilities: | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
5
Winnebago Industries, Inc.
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
| Three Months Ended February 28, 2026 | ||||||||||||||||||||||||||
| (in millions) | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||
| Number | Amount | Number | Amount | |||||||||||||||||||||||
Balances at November 29, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | — | ||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | — | |||||||||||||||||||
Common stock dividends; $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
Balances at February 28, 2026 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Three Months Ended March 1, 2025 | ||||||||||||||||||||||||||
| (in millions) | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||
| Number | Amount | Number | Amount | |||||||||||||||||||||||
Balances at November 30, 2024 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | — | ||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||
Common stock dividends; $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
Balances at March 1, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
6
| Six Months Ended February 28, 2026 | ||||||||||||||||||||||||||
| (in millions, except per share data) | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||
| Number | Amount | Number | Amount | |||||||||||||||||||||||
| Balances at August 30, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | |||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
Common stock dividends; $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Balances at February 28, 2026 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Six Months Ended March 1, 2025 | ||||||||||||||||||||||||||
| (in millions, except per share data) | Common Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||
| Number | Amount | Number | Amount | |||||||||||||||||||||||
| Balances at August 31, 2024 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||
| Issuance of stock for employee benefit and stock-based awards, net | — | — | ( | — | — | |||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||
Common stock dividends; $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Balances at March 1, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | |||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.
7
Winnebago Industries, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
(All amounts are in millions, except share and per share data, unless otherwise designated)
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation.
The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Quarterly Report on Form 10-Q, unless the context otherwise requires, refers to Winnebago Industries, Inc. and its wholly owned subsidiaries.
The interim unaudited consolidated financial statements included herein are prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The information furnished in these consolidated financial statements includes normal recurring adjustments, unless noted otherwise in the Notes to Consolidated Financial Statements, and reflects all adjustments that are, in management’s opinion, necessary for a fair presentation of such financial statements. The consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). GAAP requires us to make estimates and assumptions that affect amounts reported. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations.
The consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 30, 2025 filed with the SEC. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year ending August 29, 2026.
Comprehensive Income
Subsequent Events
In preparing the accompanying unaudited consolidated financial statements, we have evaluated subsequent events for potential recognition and disclosure through the date of this filing, noting no material subsequent events.
Recently Issued Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Quarterly Report on Form 10-Q in the first quarter of our fiscal year beginning August 27, 2028 and filings thereafter.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an inducement conversion or extinguishment of convertible debt. The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Quarterly Report on Form 10-Q in the first quarter of our fiscal year beginning August 30, 2026 and filings thereafter.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation Of Income Statement Expenses, which requires disclosure of additional disaggregated information about significant expenses within relevant income statement captions, such as purchases of inventory, employee compensation, depreciation, amortization and depletion. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Annual Report on Form 10-K for our fiscal year ending August 26, 2028 and filings thereafter.
8
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Annual Report on Form 10-K for our fiscal year ending August 29, 2026 and annual filings thereafter.
Note 2. Business Segments
We have nine operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Grand Design motorhomes, 6) Chris-Craft marine, 7) Barletta marine, 8) Winnebago specialty vehicles, and 9) Lithionics. Financial performance is evaluated based on each operating segment's operating income, as defined below.
Our three reportable segments are: Towable RV (an aggregation of the Grand Design towables and the Winnebago towables operating segments), Motorhome RV (an aggregation of the Winnebago motorhomes, Newmar motorhomes, and Grand Design motorhomes operating segments), and Marine (an aggregation of the Chris-Craft marine and Barletta marine operating segments). Towable RV is comprised of non-motorized RV products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome RV is comprised of products that include a motorized chassis, along with other related manufactured products and services. Marine is comprised of products that include boats, along with other related manufactured products and services.
The Corporate / All Other category includes the Winnebago specialty vehicles and Lithionics operating segments as well as certain corporate administration expenses, such as corporate leadership and administration costs. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments.
Our Chief Executive Officer, who serves as the Chief Operating Decision Maker ("CODM"), regularly reviews consolidated financial results in their entirety and operating segment financial information through operating income and has ultimate responsibility for enterprise decisions. Our CODM is responsible for allocating resources and assessing the performance of the consolidated enterprise and operating segments by reviewing budget to actual comparisons within the financial package regularly provided to him. Each operating segment is allocated resources, and segment management is responsible for operating decisions and assessing performance within their respective operating segment. Capital is allocated to each operating segment by the CODM based on factors such as business size, operating segment performance (measured by operating income), strategic initiatives of both the operating segment and the enterprise, and the total available capital of the consolidated enterprise. The accounting policies of all reportable segments are the same as those described in Note 1 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025.
We monitor and evaluate the operating performance of our reportable segments based on operating income. Operating income is defined as net revenues less cost of goods sold (“COGS”) and selling, general, and administrative expenses (“SG&A”).
Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category.
Net sales and significant expense categories included in operating income by reportable segment as well as a reconciliation to consolidated income before income taxes are as follows:
9
| Three Months Ended February 28, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Loss on note repurchase | |||||||||||||||||||||||||||||||||||
| Non-operating income | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||
(1) See Note 10 in the Notes to Consolidated Financial Statements for more information on segment revenues. | |||||||||||||||||||||||||||||||||||
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses. | |||||||||||||||||||||||||||||||||||
| Three Months Ended March 1, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Loss on note repurchase | |||||||||||||||||||||||||||||||||||
| Non-operating income | ( | ||||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||||||||||||||
(1) See Note 10 in the Notes to Consolidated Financial Statements for more information on segment revenues. | |||||||||||||||||||||||||||||||||||
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses. | |||||||||||||||||||||||||||||||||||
10
| Six Months Ended February 28, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Loss on note repurchase | |||||||||||||||||||||||||||||||||||
| Non-operating income | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||
(1) See Note 10 in the Notes to Consolidated Financial Statements for more information on segment revenues. | |||||||||||||||||||||||||||||||||||
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses. | |||||||||||||||||||||||||||||||||||
| Six Months Ended March 1, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / all other | Consolidated | |||||||||||||||||||||||||||||
Net revenues(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Selling, general, and administrative expenses(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Loss on note repurchase | |||||||||||||||||||||||||||||||||||
| Non-operating income | ( | ||||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||||||||||||||
(1) See Note 10 in the Notes to Consolidated Financial Statements for more information on segment revenues. | |||||||||||||||||||||||||||||||||||
(2) Includes compensation for non-production employees, selling and marketing expenses, depreciation and amortization on non-production assets, professional services, and other miscellaneous expenses. | |||||||||||||||||||||||||||||||||||
11
Other financial information by reportable segment and corporate/all other is as follows:
| Three Months Ended February 28, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | $ | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three Months Ended March 1, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Six Months Ended February 28, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Six Months Ended March 1, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Towable RV | Motorhome RV | Marine | Segment Total | Corporate / All Other | Consolidated | |||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| (in millions) | February 28, 2026 | August 30, 2025 | |||||||||
| Assets | |||||||||||
| Towable RV | $ | $ | |||||||||
| Motorhome RV | |||||||||||
| Marine | |||||||||||
| Segment Total | |||||||||||
| Corporate / All Other | |||||||||||
| Consolidated | $ | $ | |||||||||
Note 3. Investments and Fair Value Measurements
In determining the fair value of financial assets and liabilities, we utilize market data or other assumptions that we believe market participants would use in pricing the asset or liability in the principal or most advantageous market and adjust for non-performance and/or other risks associated with us as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level 1 — Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible at the measurement date.
Level 2 — Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
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Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis are as follows:
| Fair Value at | Fair Value Hierarchy | ||||||||||||||||||||||
| (in millions) | February 28, 2026 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets that fund deferred compensation | |||||||||||||||||||||||
| Domestic equity funds | $ | $ | $ | $ | |||||||||||||||||||
| International equity funds | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value at | Fair Value Hierarchy | ||||||||||||||||||||||
| (in millions) | August 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets that fund deferred compensation | |||||||||||||||||||||||
| Domestic equity funds | $ | $ | $ | $ | |||||||||||||||||||
| International equity funds | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
Assets that Fund Deferred Compensation
Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. These securities, used to fund the Executive Deferred Compensation Plan, are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. Refer to Note 11 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025 for additional information regarding these plans.
The proportion of the assets that will fund the deferred compensation payments within a year are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other long-term assets on the Consolidated Balance Sheets.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets and Liabilities Not Measured at Fair Value
Certain financial instruments are not measured at fair value but are recorded at carrying amounts approximating fair value based on their short-term nature. These financial instruments include cash and cash equivalents, receivables, accounts payable, and other payables. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy.
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Note 4. Inventories
Inventories consist of the following:
| (in millions) | February 28, 2026 | August 30, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| Total | |||||||||||
| Less: Excess of First-in, first-out ("FIFO") over LIFO cost | |||||||||||
| Inventories, net | $ | $ | |||||||||
Inventory valuation methods consist of the following:
| (in millions) | February 28, 2026 | August 30, 2025 | |||||||||
| LIFO basis | $ | $ | |||||||||
| FIFO basis | |||||||||||
| Total | $ | $ | |||||||||
Note 5. Property, Plant, and Equipment
Property, plant, and equipment is stated at cost, net of accumulated depreciation, and consists of the following:
| (in millions) | February 28, 2026 | August 30, 2025 | |||||||||
| Land | $ | $ | |||||||||
| Buildings and building improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Software | |||||||||||
| Transportation | |||||||||||
| Construction in progress | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less: Accumulated depreciation | |||||||||||
| Property, plant, and equipment, net | $ | $ | |||||||||
Depreciation expense was $9.6 million and $9.4 million for the three months ended February 28, 2026 and March 1, 2025, respectively; and $19.4 million and $19.1 million for the six months ended February 28, 2026 and March 1, 2025, respectively.
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Note 6. Goodwill and Intangible Assets
The carrying amount of goodwill by reportable segment is as follows:
| (in millions) | Towable RV | Motorhome RV | Marine | Corporate / All Other | Total | ||||||||||||||||||||||||
Balances at February 28, 2026 and August 30, 2025(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) There was no activity in the six months ended February 28, 2026.
Other intangible assets, net of accumulated amortization, consist of the following:
| February 28, 2026 | |||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||
| Indefinite-lived trade names | $ | $ | — | $ | |||||||||||||
| Finite-lived trade name | |||||||||||||||||
| Dealer networks/customer relationships | |||||||||||||||||
| Backlog | |||||||||||||||||
| Developed technology | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Other intangible assets | $ | $ | $ | ||||||||||||||
| August 30, 2025 | |||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||
| Indefinite-lived trade names | $ | $ | — | $ | |||||||||||||
| Finite-lived trade name | |||||||||||||||||
| Dealer networks/customer relationships | |||||||||||||||||
| Backlog | |||||||||||||||||
| Developed technology | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Other intangible assets | $ | $ | $ | ||||||||||||||
The weighted average remaining amortization period for finite-lived intangible assets as of February 28, 2026 was approximately five years .
Estimated future amortization expense related to finite-lived intangible assets is as follows:
| (in millions) | Amortization | ||||
Remainder of Fiscal 2026 | $ | ||||
| Fiscal 2027 | |||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Fiscal 2030 | |||||
| Fiscal 2031 | |||||
| Thereafter | |||||
| Total amortization expense remaining | $ | ||||
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Note 7. Product Warranties
We provide certain service and warranty on our products. From time to time, we also voluntarily incur costs for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of our products and maintain the goodwill of our customers. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available.
In addition to the costs associated with the contractual warranty coverage provided on products, we also occasionally incur costs as a result of additional service actions not covered by warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions when probable and estimable, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.
Changes in the product warranty liability are as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in millions) | February 28, 2026 | March 1, 2025 | February 28, 2026 | March 1, 2025 | |||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Provision | |||||||||||||||||||||||
| Claims paid | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
Note 8. Debt
The following table summarizes our outstanding debt:
| (in millions) | February 28, 2026 | August 30, 2025 | |||||||||
| ABL Credit Facility | $ | $ | |||||||||
| Senior Secured Notes | |||||||||||
| 2030 Convertible Notes | |||||||||||
| Total debt, gross | |||||||||||
| Unamortized debt issuance cost, net | ( | ( | |||||||||
| Long-term debt, net | $ | $ | |||||||||
Credit Agreements
On July 15, 2022, we amended and restated our asset-backed revolving credit agreement ("ABL Credit Facility") to, among other things, increase the commitments available from $192.5 million to $350.0 million and extend the maturity date from October 22, 2024 to July 15, 2027 (subject to certain factors which may accelerate the maturity date). The $350.0 million credit facility is on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL Credit Facility is available for issuance of letters of credit to a specified limit of $35.0 million. We pay a commitment fee of 0.25 % based on the average daily amount of the facility available, but unused during the most recent quarter. We can elect to base the interest rate on various rates plus specific spreads depending on the borrowing amount outstanding. If drawn, interest on ABL Credit Facility borrowings is at a floating rate based upon our election, either term SOFR or REVSOFR30 (as defined in the ABL Credit Facility agreement), plus, in each case, a credit spread adjustment of 0.10 %, as well as an applicable spread between 1.25 % and 1.75 %, depending on the usage of the facility during the most recent quarter. Based on current usage, we would pay an applicable spread of 1.25 %. In connection with the amendment, we capitalized $1.2 million of issuance costs that are being amortized over the five-year term of the ABL Credit Facility.
Senior Secured Notes
On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25 % Senior Secured Notes due 2028 (the “Senior Secured Notes”). The Senior Secured Notes were issued in accordance with an Indenture dated as of July 8, 2020 (the “Indenture”). The Senior Secured Notes will mature on July 15, 2028 unless earlier redeemed or repurchased. Interest on the Senior Secured Notes accrues starting July 8, 2020 and is payable semi-annually in arrears on January 15 and July 15 of each year, which began on January 15, 2021.
Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Senior Secured Notes, a proportional amount of the unamortized debt issuance costs is expensed. As part of the Senior Secured Notes Offering, we capitalized $7.5 million in debt issuance costs that are being amortized over the eight-year term of the agreement.
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On February 3, 2025, we commenced a tender offer to purchase for cash up to $75.0 million aggregate principal amount of the Senior Secured Notes (the "Tender Offer"). On February 18, 2025, we amended the Tender Offer by increasing the maximum aggregate principal amount of Senior Secured Notes to $100.0 million. On February 20, 2025, $100.0 million aggregate principal amount of the Senior Secured Notes were validly tendered and accepted. In connection with the Senior Secured Notes Tender Offer, we recorded a loss on note repurchase of $2.0 million in the accompanying Consolidated Statements of Income. In addition, accrued interest of $0.6 million was paid in connection with the Tender Offer.
On February 20, 2026, we redeemed $100.0 million of the outstanding Senior Secured Notes at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, which brought the remaining principal amount outstanding to $100.0 million. In connection with the redemption of the Senior Secured Notes, we recorded a loss on note repurchase of $0.8 million in the accompanying Consolidated Statements of Income. In addition, accrued interest of $0.6 million was paid in connection with the redemption of the Senior Secured Notes.
2030 Convertible Notes
On January 23, 2024, we issued $350.0 million in aggregate principal amount of 3.25 % unsecured convertible senior notes due 2030 (the “2030 Convertible Notes”). The net proceeds from the issuance of the 2030 Convertible Notes, after deducting the initial purchasers' transaction fees and offering expenses payable by us, were approximately $339.8 million. The 2030 Convertible Notes bear interest at the annual rate of 3.25 %, payable on January 15 and July 15 of each year, beginning on July 15, 2024, and will mature on January 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms prior to such date.
The 2030 Convertible Notes may be converted at any time on or after July 15, 2029, until the close of business on the second scheduled trading day immediately preceding their maturity date. Upon conversion, we will settle the principal amount of the 2030 Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, or a combination of cash and shares of common stock, at our election.
The initial conversion rate of the 2030 Convertible Notes was 11.3724 shares of common stock per $1,000 principal amount of 2030 Convertible Notes, which is equal to an initial conversion price of approximately $87.93 per share. The conversion rate is subject to adjustment upon the occurrence of events specified in the Indenture to the 2030 Convertible Notes but will not be adjusted for accrued and unpaid interest on any 2030 Convertible Note being converted. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture to the 2030 Convertible Notes) during the make-whole fundamental change conversion period (as defined in the Indenture to the 2030 Convertible Notes), we will, in certain circumstances, increase the conversion rate by the number of additional shares described in the Indenture to the 2030 Convertible Notes for a holder that elects to convert such holder’s 2030 Convertible Notes in connection with such make-whole fundamental change. As of February 28, 2026, there have been no changes to the initial conversion rate.
Prior to the close of business on the business day immediately preceding July 15, 2029, the 2030 Convertible Notes will be convertible only under the following circumstances:
1.during any calendar quarter commencing after the calendar quarter ended on March 31, 2024 (and only during such calendar quarter), if the last reported sale price (as defined in the Indenture to the 2030 Convertible Notes) per share of the common stock is more than 130 % of the applicable conversion price (as defined in the Indenture to the 2030 Convertible Notes) on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
2.during the five consecutive business day period immediately after any five consecutive trading day period (the "measurement period to the 2030 Convertible Notes") in which the trading price (as defined in the 2030 Convertible Notes) per $1,000 principal amount of 2030 Convertible Notes for each trading day of the measurement period to the 2030 Convertible Notes was less than 98 % of the product of the last reported sale price per share of the common stock and the conversion rate for the 2030 Convertible Notes on each such trading day;
3.upon the occurrence of certain specified corporate events set forth in the Indenture to the 2030 Convertible Notes; or
4.if we call such 2030 Convertible Notes for redemption (as described below).
The 2030 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after January 15, 2028 and on or before the 40 th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for a specified period of time (as set forth in the Indenture to the 2030 Convertible Notes). The redemption price will be equal to the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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On January 18, 2024 and January 19, 2024, in connection with the offering of the 2030 Convertible Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the “2030 Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the 2030 Convertible Notes.
On January 18, 2024 and January 19, 2024, we also entered into privately negotiated warrant transactions (collectively, the “2030 Warrant Transactions” and, together with the 2030 Hedge Transactions, the “2030 Call Spread Transactions”), whereby we sold warrants at a higher strike price relating to the same number of shares of our common stock that initially underlie the 2030 Convertible Notes, subject to customary anti-dilution adjustments.
The 2030 Hedge Transactions and the 2030 Warrant Transactions are separate transactions, and in each case, are not part of the terms of the 2030 Convertible Notes and will not affect any holder’s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Call Spread Transactions.
Accounting Treatment of the 2030 Convertible Notes and Related 2030 Hedge Transactions and 2030 Warrant Transactions
The 2030 Convertible Notes are accounted for as a single liability measured at amortized cost. Interest expense, representing the amortization of the $10.2 million of debt issuance costs as well as the contractual interest expense are amortized using an effective interest rate of 3.8 % over the term of the 2030 Convertible Notes. We recorded $3.2 million and $6.4 million of interest expense during the three and six months ended February 28, 2026. We recorded $3.3 million and $6.5 million of interest expense during the three and six months ended March 1, 2025.
The net after-tax cost incurred in connection with the 2030 Call Spread Transactions was $20.6 million. These transactions are classified as equity and are not remeasured each reporting period.
Fair Value and Future Maturities
The fair value of outstanding debt obligations, gross is as follows:
| (in millions) | February 28, 2026 | August 30, 2025 | |||||||||
| ABL Credit Facility | $ | $ | |||||||||
| Senior Secured Notes | |||||||||||
| 2030 Convertible Notes | |||||||||||
| Total debt, gross | $ | $ | |||||||||
Aggregate contractual maturities of debt in future fiscal years are as follows:
| (in millions) | Amount | ||||
Remainder of Fiscal 2026 | $ | ||||
| Fiscal 2027 | |||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Fiscal 2030 | |||||
| Fiscal 2031 | |||||
| Thereafter | |||||
| Total debt, gross | $ | ||||
We were in compliance with all of our financial debt covenants as of February 28, 2026.
Note 9. Contingent Liabilities and Commitments
Repurchase Commitments
Generally, manufacturers in the same industries as us enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers. Most dealers are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the units purchased.
Our repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months, provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer
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invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100 % of the dealer invoice. In certain instances, we also repurchase inventory from dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreational vehicles or boats to repurchase current inventory if a dealership exits the business. The total contingent liability on all repurchase agreements was approximately $1,859.3 million and $1,640.0 million at February 28, 2026 and August 30, 2025, respectively.
Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period-end reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, an associated loss reserve is established, which is included in other current liabilities on the Consolidated Balance Sheets. Our repurchase accrual was $1.3 million and $1.6 million at February 28, 2026 and August 30, 2025, respectively. Repurchase risk is affected by the credit worthiness of our dealer network. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments.
There was no material activity related to repurchase agreements during the six months ended February 28, 2026 and March 1, 2025.
Litigation
Note 10. Revenue
All operating revenue is generated from contracts with customers. Our primary revenue source is generated through the sale of manufactured towable RV units, motorhome RV units and marine units to our independent dealer network (our customers). The following table disaggregates revenue by reportable segment and product category:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in millions) | February 28, 2026 | March 1, 2025 | February 28, 2026 | March 1, 2025 | |||||||||||||||||||
| Net Revenues | |||||||||||||||||||||||
| Towable RV | |||||||||||||||||||||||
| Fifth Wheel | $ | $ | $ | $ | |||||||||||||||||||
| Travel Trailer | |||||||||||||||||||||||
Other(1) | |||||||||||||||||||||||
| Total Towable RV | |||||||||||||||||||||||
| Motorhome RV | |||||||||||||||||||||||
| Class A | |||||||||||||||||||||||
| Class B | |||||||||||||||||||||||
Class C and Other(1) | |||||||||||||||||||||||
| Total Motorhome RV | |||||||||||||||||||||||
| Marine | |||||||||||||||||||||||
Corporate / All Other(2) | |||||||||||||||||||||||
| Consolidated Net Revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) Relates to parts, accessories, and services.
We do not have material contract assets or liabilities. Allowances for uncollectible receivables are established based on historical collection trends, write-off history, consideration of current conditions and expectations for future economic conditions.
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Concentration of Risk
No single dealer organization accounted for more than 10.0% of net revenue for the six months ended February 28, 2026. One single dealer organization accounted for approximately 10.8 % of net revenue for the six months ended March 1, 2025.
Note 11. Income Taxes
Our effective tax rate was 9.9 % and 8.1 % for the three months ended February 28, 2026 and March 1, 2025, respectively; and 25.1 % and 21.0 % for the six months ended February 28, 2026 and March 1, 2025, respectively. The change in our effective tax rate for the three months ended February 28, 2026 compared to the three months ended March 1, 2025 was driven primarily by higher pre-tax income, partially offset by the impact of discrete tax benefits in the current year as compared to the prior year. The increase in tax rate for the six months ended February 28, 2026 compared to the six months ended March 1, 2025 was driven primarily by higher pre-tax income in the current year as compared to the prior year.
As of February 28, 2026, $10.9 million of U.S. federal income taxes receivable was included in prepaid expenses and other current assets on the Consolidated Balance Sheets. Comparatively, as of August 30, 2025, $7.3 million of U.S. federal income taxes receivable was included in prepaid expenses and other current assets on the Consolidated Balance Sheets.
The Company files a U.S. Federal tax return, as well as returns in various international and state jurisdictions. As of February 28, 2026, our U.S. Federal returns from Fiscal 2022 to present are subject to review by the Internal Revenue Service. With limited exceptions, U.S. state returns from Fiscal 2021 to present continue to be subject to review by state taxing jurisdictions. We believe we have adequately reserved for our exposure to potential additional payments for uncertain tax positions in our liability for unrecognized tax benefits.
Recent Tax Legislation
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which included various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions that became effective in Fiscal 2025 and others implemented through Fiscal 2027.
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Note 12. Earnings Per Share
Basic and diluted earnings per share are calculated as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in millions, except per share data) | February 28, 2026 | March 1, 2025 | February 28, 2026 | March 1, 2025 | |||||||||||||||||||
| Earnings per share - basic | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
Basic earnings (loss) per common share(1) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Earnings per share - diluted | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Dilutive impact of stock compensation awards | |||||||||||||||||||||||
| Weighted average common shares outstanding, assuming dilution | |||||||||||||||||||||||
| Anti-dilutive securities excluded from weighted average common shares outstanding, assuming dilution | |||||||||||||||||||||||
Diluted earnings (loss) per common share(1) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1) Earnings per share amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The terms "Winnebago," "we," "us," and "our," unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude.
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended August 30, 2025 (including the information presented therein under Risk Factors), as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited. All amounts are in millions, except share and per share data, unless otherwise noted.
Overview
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. We also design and manufacture advanced battery solutions that deliver “house power,” supporting internal electrical features and appliances for a variety of outdoor products including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. We produce our motorhome RV units in Iowa and Indiana; our towable RV units in Indiana; our marine units in Indiana and Florida; and our battery solutions in Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Our battery solutions are primarily sold to customers in the U.S.
Known Trends and Uncertainties
Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation, elevated interest rates, and lower consumer confidence. These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. While competitive market pressures have been observed across our portfolio, they have been most acute in our Winnebago motorhome business. As part of our transformation of this business, we have recently taken significant steps to lower field inventory, improve working capital, align our production schedule to market demand, and accelerate stronger product value for our consumers in the future.
We expect that as consumer demand stabilizes, dealers will return to more stable ordering patterns across our portfolio of businesses. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders. Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.
On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act does not authorize the imposition of tariffs. The financial impact of this decision cannot be reasonably estimated at this time. Any potential recoveries of previously paid tariffs will depend on further legal interpretation and administrative procedures. We will continue to monitor developments and will assess the effect of the ruling on future reporting periods as additional information becomes available.
22
Results of Operations - Three Months Ended February 28, 2026 Compared to Three Months Ended March 1, 2025
Consolidated Performance Summary
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the three months ended February 28, 2026 compared to the three months ended March 1, 2025:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| ($ in millions, except per share data) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 657.4 | 100.0 | % | $ | 620.2 | 100.0 | % | $ | 37.2 | 6.0 | % | |||||||||||||||||||||||
| Cost of goods sold | 571.8 | 87.0 | % | 537.1 | 86.6 | % | 34.7 | 6.5 | % | ||||||||||||||||||||||||||
| Gross profit | 85.6 | 13.0 | % | 83.1 | 13.4 | % | 2.4 | 2.9 | % | ||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 68.4 | 10.4 | % | 69.7 | 11.2 | % | (1.4) | (1.9) | % | ||||||||||||||||||||||||||
| Amortization | 5.4 | 0.8 | % | 5.6 | 0.9 | % | (0.2) | (2.8) | % | ||||||||||||||||||||||||||
| Total operating expenses | 73.8 | 11.2 | % | 75.3 | 12.1 | % | (1.5) | (2.0) | % | ||||||||||||||||||||||||||
| Operating income | 11.8 | 1.8 | % | 7.8 | 1.3 | % | 4.0 | 50.7 | % | ||||||||||||||||||||||||||
| Interest expense, net | 5.8 | 0.9 | % | 6.8 | 1.1 | % | (1.0) | (14.3) | % | ||||||||||||||||||||||||||
| Loss on note repurchase | 0.8 | 0.1 | % | 2.0 | 0.3 | % | (1.2) | (61.0) | % | ||||||||||||||||||||||||||
| Non-operating income | (0.2) | — | % | (0.6) | (0.1) | % | 0.3 | (63.8) | % | ||||||||||||||||||||||||||
| Income (loss) before income taxes | 5.4 | 0.8 | % | (0.4) | (0.1) | % | 5.8 | NM | |||||||||||||||||||||||||||
| Income tax provision | 0.6 | 0.1 | % | — | — | % | 0.6 | NM | |||||||||||||||||||||||||||
| Net income (loss) | $ | 4.8 | 0.7 | % | $ | (0.4) | (0.1) | % | $ | 5.3 | NM | ||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.17 | $ | (0.02) | $ | 0.20 | NM | ||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | 28.5 | 28.1 | 0.4 | 1.3 | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.
NM: Not meaningful.
Net revenues increased primarily due to selective price adjustments and product mix, partially offset by lower unit volume.
Gross profit as a percentage of revenue decreased primarily due to product mix, partially offset by selective price adjustments.
Operating expenses decreased primarily due to cost reduction initiatives.
The loss on note repurchase recorded in the three months ended February 28, 2026 and March 1, 2025 is related to the repurchase of $100.0 million of our Senior Secured Notes in both periods. Refer to Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.
The change in our effective tax rate is primarily attributable to higher pre-tax income, partially offset by the impact of discrete tax benefits in the current year as compared to the prior year.
23
Reportable Segment Performance Summary
Towable RV
The following is an analysis of key changes in our Towable RV segment for the three months ended February 28, 2026 compared to the three months ended March 1, 2025:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions, except ASP and units) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 262.4 | $ | 288.2 | $ | (25.9) | (9.0) | % | |||||||||||||||||||||||||||
| Operating income | 11.1 | 4.2 | % | 12.7 | 4.4 | % | (1.5) | (12.2) | % | ||||||||||||||||||||||||||
Average Selling Price ("ASP")(2) | $ | 39,079 | $ | 39,559 | $ | (480) | (1.2) | % | |||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| Unit deliveries | February 28, 2026 | Product Mix(3) | March 1, 2025 | Product Mix(3) | Unit Change | % Change | |||||||||||||||||||||||||||||
| Travel trailer | 4,917 | 74.3 | % | 4,828 | 66.8 | % | 89 | 1.8 | % | ||||||||||||||||||||||||||
| Fifth wheel | 1,698 | 25.7 | % | 2,397 | 33.2 | % | (699) | (29.2) | % | ||||||||||||||||||||||||||
| Total Towable RV | 6,615 | 100.0 | % | 7,225 | 100.0 | % | (610) | (8.4) | % | ||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
Net revenues decreased primarily due to a shift in product mix toward lower price-point models and lower unit volume, partially offset by selective price adjustments.
Operating income margin decreased primarily due to volume deleverage and product mix, largely offset by selective price adjustments and cost containment initiatives.
Motorhome RV
The following is an analysis of key changes in our Motorhome RV segment for the three months ended February 28, 2026 compared to the three months ended March 1, 2025:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions, except ASP and units) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 304.7 | $ | 235.6 | $ | 69.0 | 29.3 | % | |||||||||||||||||||||||||||
| Operating income (loss) | 7.5 | 2.4 | % | (0.6) | (0.3) | % | 8.0 | NM | |||||||||||||||||||||||||||
ASP(2) | $ | 203,517 | $ | 209,259 | $ | (5,742) | (2.7) | % | |||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| Unit deliveries | February 28, 2026 | Product Mix(3) | March 1, 2025 | Product Mix(3) | Unit Change | % Change | |||||||||||||||||||||||||||||
| Class A | 206 | 13.6 | % | 278 | 24.3 | % | (72) | (25.9) | % | ||||||||||||||||||||||||||
| Class B | 642 | 42.3 | % | 283 | 24.7 | % | 359 | 126.9 | % | ||||||||||||||||||||||||||
| Class C | 670 | 44.1 | % | 583 | 51.0 | % | 87 | 14.9 | % | ||||||||||||||||||||||||||
| Total Motorhome RV | 1,518 | 100.0 | % | 1,144 | 100.0 | % | 374 | 32.7 | % | ||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
NM: Not meaningful.
Net revenues increased primarily due to higher unit volume driven by new products, partially offset by product mix.
Operating income margin increased primarily due to volume leverage.
24
Marine
The following is an analysis of key changes in our Marine segment for the three months ended February 28, 2026 compared to the three months ended March 1, 2025:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions, except ASP and units) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 79.2 | $ | 81.7 | $ | (2.5) | (3.0) | % | |||||||||||||||||||||||||||
| Operating income | 2.9 | 3.7 | % | 5.4 | 6.6 | % | (2.5) | (46.2) | % | ||||||||||||||||||||||||||
ASP(2) | $ | 81,591 | $ | 79,123 | $ | 2,468 | 3.1 | % | |||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| Unit deliveries | February 28, 2026 | March 1, 2025 | Unit Change | % Change | |||||||||||||||||||||||||||||||
| Boats | 992 | 1,046 | (54) | (5.2) | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
Net revenues decreased primarily due to lower unit volume and product mix, partially offset by selective price adjustments.
Operating income margin decreased primarily due to higher warranty expense and volume deleverage.
25
Results of Operations - Six Months Ended February 28, 2026 Compared to the Six Months Ended March 1, 2025
Consolidated Performance Summary
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| ($ in millions, except per share data) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 1,360.1 | 100.0 | % | $ | 1,245.8 | 100.0 | % | $ | 114.3 | 9.2 | % | |||||||||||||||||||||||
| Cost of goods sold | 1,185.5 | 87.2 | % | 1,085.9 | 87.2 | % | 99.6 | 9.2 | % | ||||||||||||||||||||||||||
| Gross profit | 174.6 | 12.8 | % | 159.9 | 12.8 | % | 14.7 | 9.2 | % | ||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 138.2 | 10.2 | % | 141.8 | 11.4 | % | (3.6) | (2.6) | % | ||||||||||||||||||||||||||
| Amortization | 10.8 | 0.8 | % | 11.2 | 0.9 | % | (0.4) | (3.2) | % | ||||||||||||||||||||||||||
| Total operating expenses | 149.0 | 11.0 | % | 153.0 | 12.3 | % | (4.0) | (2.6) | % | ||||||||||||||||||||||||||
| Operating income | 25.6 | 1.9 | % | 6.9 | 0.6 | % | 18.7 | 269.3 | % | ||||||||||||||||||||||||||
| Interest expense, net | 11.3 | 0.8 | % | 12.6 | 1.0 | % | (1.3) | (10.2) | % | ||||||||||||||||||||||||||
| Loss on note repurchase | 0.8 | 0.1 | % | 2.0 | 0.2 | % | (1.2) | (61.0) | % | ||||||||||||||||||||||||||
| Non-operating income | (0.3) | — | % | (0.6) | — | % | 0.3 | (57.1) | % | ||||||||||||||||||||||||||
| Income (loss) before income taxes | 13.8 | 1.0 | % | (7.1) | (0.6) | % | 20.9 | NM | |||||||||||||||||||||||||||
| Income tax provision (benefit) | 3.5 | 0.3 | % | (1.5) | (0.1) | % | 4.9 | NM | |||||||||||||||||||||||||||
| Net income (loss) | $ | 10.3 | 0.8 | % | $ | (5.6) | (0.5) | % | $ | 15.9 | NM | ||||||||||||||||||||||||
| Diluted earning (loss) per share | $ | 0.36 | $ | (0.20) | $ | 0.56 | NM | ||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | 28.4 | 28.4 | — | NM | |||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.
NM: Not meaningful.
Net revenues increased primarily due to selective price adjustments, higher unit volume, and product mix.
Gross profit as a percentage of revenue was consistent with prior year as selective price adjustments were offset by higher input costs and slightly higher warranty expense.
Operating expenses decreased primarily due to cost reduction initiatives, partially offset by increased costs to support the growth of the Grand Design Motorhome business.
The loss on note repurchase recorded in the six months ended February 28, 2026 and March 1, 2025 is related to the repurchase of $100.0 million of our Senior Secured Notes in both periods. Refer to Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.
The change in our effective tax rate was driven primarily by higher pre-tax income in the current year as compared to the prior year.
26
Reportable Segment Performance Summary
Towable RV
The following is an analysis of key changes in our Towable RV segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions, except ASP and units) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 555.8 | $ | 542.2 | $ | 13.5 | 2.5 | % | |||||||||||||||||||||||||||
| Operating income | 22.2 | 4.0 | % | 21.6 | 4.0 | % | 0.7 | 3.0 | % | ||||||||||||||||||||||||||
ASP(2) | $ | 39,240 | $ | 38,887 | $ | 353 | 0.9 | % | |||||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| Unit deliveries | February 28, 2026 | Product Mix(3) | March 1, 2025 | Product Mix(3) | Unit Change | % Change | |||||||||||||||||||||||||||||
| Travel trailer | 10,076 | 71.8 | % | 9,465 | 68.4 | % | 611 | 6.5 | % | ||||||||||||||||||||||||||
| Fifth wheel | 3,960 | 28.2 | % | 4,376 | 31.6 | % | (416) | (9.5) | % | ||||||||||||||||||||||||||
| Total Towable RV | 14,036 | 100.0 | % | 13,841 | 100.0 | % | 195 | 1.4 | % | ||||||||||||||||||||||||||
| February 28, 2026 | March 1, 2025 | $ Change(1) | % Change(1) | ||||||||||||||||||||||||||||||||
Dealer Inventory(4) | |||||||||||||||||||||||||||||||||||
| Units | 19,855 | 17,406 | 2,449 | 14.1 | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
Net revenues increased primarily due to selective price adjustments, partially offset by a shift in product mix toward lower price-point models.
Operating income margin was consistent with prior year as selective price adjustments were largely offset by higher warranty expense.
27
Motorhome RV
The following is an analysis of key changes in our Motorhome RV segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions, except ASP and units) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 613.2 | $ | 507.3 | $ | 105.8 | 20.9 | % | |||||||||||||||||||||||||||
| Operating income (loss) | 15.7 | 2.6 | % | (3.8) | (0.8) | % | 19.5 | NM | |||||||||||||||||||||||||||
ASP(2) | $ | 218,810 | $ | 202,604 | $ | 16,206 | 8.0 | % | |||||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| Unit deliveries | February 28, 2026 | Product Mix(3) | March 1, 2025 | Product Mix(3) | Unit Change | % Change | |||||||||||||||||||||||||||||
| Class A | 486 | 17.2 | % | 520 | 20.3 | % | (34) | (6.5) | % | ||||||||||||||||||||||||||
| Class B | 899 | 31.9 | % | 752 | 29.3 | % | 147 | 19.5 | % | ||||||||||||||||||||||||||
| Class C | 1,437 | 50.9 | % | 1,294 | 50.4 | % | 143 | 11.1 | % | ||||||||||||||||||||||||||
| Total Motorhome RV | 2,822 | 100.0 | % | 2,566 | 100.0 | % | 256 | 10.0 | % | ||||||||||||||||||||||||||
| February 28, 2026 | March 1, 2025 | $ Change(1) | % Change(1) | ||||||||||||||||||||||||||||||||
Dealer Inventory(4) | |||||||||||||||||||||||||||||||||||
| Units | 3,581 | 3,784 | (203) | (5.4) | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
NM: Not meaningful.
Net revenues increased primarily due to higher unit volume, product mix, and selective price adjustments.
Operating income margin increased primarily due to volume leverage.
28
Marine
The following is an analysis of key changes in our Marine segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| (in millions, except ASP and units) | February 28, 2026 | % of Revenues(1) | March 1, 2025 | % of Revenues(1) | $ Change(1) | % Change(1) | |||||||||||||||||||||||||||||
| Net revenues | $ | 171.7 | $ | 172.2 | $ | (0.4) | (0.3) | % | |||||||||||||||||||||||||||
| Operating income | 9.0 | 5.3 | % | 11.6 | 6.7 | % | (2.5) | (21.9) | % | ||||||||||||||||||||||||||
ASP(2) | $ | 83,006 | $ | 79,090 | $ | 3,916 | 5.0 | % | |||||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| Unit deliveries | February 28, 2026 | March 1, 2025 | Unit Change | % Change | |||||||||||||||||||||||||||||||
| Boats | 2,127 | 2,217 | (90) | (4.1) | % | ||||||||||||||||||||||||||||||
| February 28, 2026 | March 1, 2025 | $ Change(1) | % Change(1) | ||||||||||||||||||||||||||||||||
Dealer Inventory(3,4) | |||||||||||||||||||||||||||||||||||
| Units | 3,632 | 3,610 | 22 | 0.6 | % | ||||||||||||||||||||||||||||||
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
Operating income margin decreased primarily due to higher warranty expense and volume deleverage.
Analysis of Financial Condition, Liquidity, and Capital Resources
Cash Flows
The following table summarizes our cash flows from operations:
| Six Months Ended | |||||||||||
| (in millions) | February 28, 2026 | March 1, 2025 | |||||||||
| Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 0.6 | $ | (27.2) | |||||||
| Investing activities | (5.8) | (15.2) | |||||||||
| Financing activities | (121.4) | (173.0) | |||||||||
| Net decrease in cash and cash equivalents | $ | (126.6) | $ | (215.4) | |||||||
Operating Activities
During the six months ended February 28, 2026, net cash provided by operating activities was $0.6 million compared to net cash used in operating activities of $27.2 million during the same period last year. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items and favorable changes in net working capital.
29
Investing Activities
Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year.
Financing Activities
Cash used in financing activities decreased primarily due to minimal share repurchase activity in the current year compared to higher share repurchases in the prior year. During the six months ended February 28, 2026 and March 1, 2025, $100.0 million of debt was repurchased in each period.
Debt and Capital
We maintain a $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with a maturity date of July 15, 2027, subject to certain factors which may accelerate the maturity date. As of February 28, 2026, we had no borrowings against the ABL Credit Facility.
As of February 28, 2026, we had $47.4 million in cash and cash equivalents and $350.0 million in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
On January 23, 2024, we issued $350.0 million in aggregate principal amount of 3.25% unsecured convertible senior notes due 2030 (the "2030 Convertible Notes").
On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). On February 3, 2025, we executed a tender offer to purchase for cash up to $75.0 million aggregate principal amount of the Senior Secured Notes (the "Tender Offer"). On February 18, 2025, we amended the Tender Offer by increasing the maximum aggregate principal amount of Senior Secured Notes to $100.0 million. On February 20, 2025, $100.0 million aggregate principal amount of the Senior Secured Notes were validly tendered and accepted. On February 20, 2026, we redeemed $100.0 million of the outstanding Senior Secured Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, which brought the remaining principal amount outstanding to $100.0 million.
As of February 28, 2026, we have no debt maturing in the next twelve months that is classified as current on our Consolidated Balance Sheets.
We believe cash flow from operations, existing lines of credit, and access to debt and capital markets will be sufficient to meet our current liquidity needs, and we have committed liquidity and cash reserves in excess of our anticipated funding requirements. We evaluate the financial stability of the counterparties for the 2030 Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility, and will continue to monitor counterparty risk on an on-going basis.
Working Capital
Working capital at February 28, 2026 and August 30, 2025 was $403.5 million and $465.1 million, respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements.
Share Repurchases
We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors. Our long-term capital allocation strategy is to first fund operations and investments in growth, maintain a debt leverage ratio within our targeted zone, maintain reasonable liquidity, and then return excess cash over time to shareholders through dividends and share repurchases.
On August 17, 2022, our Board of Directors authorized a new share repurchase program in the amount of $350.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program. In the six months ended February 28, 2026, no shares were repurchased under this authorization. Approximately 55,000 shares at a cost of $1.7 million were repurchased to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. As of February 28, 2026, we have $180.0 million remaining on our Board approved repurchase authorization.
On March 18, 2026, our Board of Directors approved a quarterly cash dividend of $0.35 per share payable on April 29, 2026, to common stockholders of record at the close of business on April 15, 2026.
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Contractual Obligations and Commercial Commitments
There have been no material changes in our contractual obligations since the end of Fiscal 2025. See our Annual Report on Form 10-K for the fiscal year ended August 30, 2025 for additional information regarding our contractual obligations and commercial commitments.
Critical Accounting Estimates
We describe our critical accounting policies in Note 1 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025. We discuss our critical accounting estimates in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025. There have been no material changes to our critical accounting policies or critical accounting estimates since the end of Fiscal 2025.
Recently Issued Accounting Pronouncements
For a summary of new applicable accounting pronouncements, see Note 1 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Safe Harbor Statement Under the Private Securities Litigation Reform Act
Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," "guidance," "intend," "outlook," "plan," "project," and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment, and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025, and Item 1A of Part II of this Quarterly Report on Form 10-Q, for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following:
•General economic uncertainty in key markets and a worsening of domestic and global economic conditions or low levels of economic growth.
•Availability of financing for RV and marine dealers and retail purchasers.
•Competition and new product introductions by competitors.
•Ability to innovate and commercialize new products.
•Ability to manage our inventory to meet demand.
•Risk related to cyclicality and seasonality of our business.
•Risk related to independent dealers.
•Risk related to dealer consolidation or the loss of a significant dealer.
•Significant increase in repurchase obligations.
•Ability to retain relationships with our suppliers and obtain components.
•Business or production disruptions.
•Inadequate management of dealer inventory levels.
•Increased material and component costs, including availability and price of fuel and other raw materials.
•Ability to integrate mergers and acquisitions.
•Ability to attract and retain qualified personnel and changes in market compensation rates.
•Exposure to warranty claims and product recalls.
•Ability to protect our information technology systems from data security, cyberattacks, and network disruption risks and the ability to successfully upgrade and evolve our information technology systems.
•Ability to retain brand reputation and related exposure to product liability claims.
•Governmental regulation, including for climate change.
•Increased attention to environmental, social, and governance (ESG) matters, and our ability to meet our commitments.
•Impairment of goodwill and trade names.
•Risks related to our 2030 Convertible Notes and Senior Secured Notes, including our ability to satisfy our obligations under these notes.
•Changes in recommendations or a withdrawal of coverage by third party securities analysts.
We caution that the foregoing list of important factors is not complete. Any forward-looking statements speak only as of the date they are made, and we assume no obligation to update any forward-looking statement that we may make.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
The assets we maintain to fund deferred compensation have market risk, but we maintain a corresponding liability for these assets. The market risk is therefore borne by the participants in the deferred compensation program.
Interest rate risk
The ABL Credit Facility, which is our only floating rate debt instrument, remains undrawn as of February 28, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the second quarter of Fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, see Note 9 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Stock Repurchases
Purchases of our common stock during each fiscal month of the second quarter of Fiscal 2026 are as follows:
| Period | Total Number of Shares Purchased(1,2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1,2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3) (in millions) | |||||||||||||||||||
| 11/30/25 - 1/3/26 | 109 | $ | 38.72 | — | $ | 180.0 | |||||||||||||||||
| 1/4/26 - 1/31/26 | — | — | — | 180.0 | |||||||||||||||||||
| 2/1/26 - 2/28/26 | — | — | — | 180.0 | |||||||||||||||||||
| Total | 109 | $ | — | — | $ | 180.0 | |||||||||||||||||
(1) Number of shares in the table are shown in whole numbers.
(2) Shares not purchased as part of a publicly announced program were repurchased from employees who vested in Company shares and elected to pay their payroll tax via the value of shares delivered as opposed to cash.
(3) Pursuant to a $350.0 million share repurchase program authorized by our Board of Directors on August 17, 2022. There is no time restriction on the authorization.
Our Senior Secured Notes, as defined in Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q, contain occurrence based restrictions that may limit our ability to make distributions or payments with respect to purchases of our common stock without consent of the lenders, except for limited purchases of our common stock from employees, in the event of a significant reduction in our EBITDA or in the event of a significant borrowing on our ABL Credit Facility.
Item 5. Other Information
During the quarter ended February 28, 2026, no director or officer of the Company adopted terminated
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Item 6. Exhibits
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (furnished herewith). | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (furnished herewith). | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document (furnished herewith). | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith). | ||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document (furnished herewith). | ||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document (furnished herewith). | ||||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) (furnished herewith). | ||||
* Management contract or compensation plan or arrangement.
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WINNEBAGO INDUSTRIES, INC. | ||||||||||||||
| Date: | March 25, 2026 | By: | /s/ Michael J. Happe | |||||||||||
Michael J. Happe | ||||||||||||||
| Chief Executive Officer, President | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
| Date: | March 25, 2026 | By: | /s/ Bryan L. Hughes | |||||||||||
| Bryan L. Hughes | ||||||||||||||
| Chief Financial Officer and Senior Vice President | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
35
Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Happe, Chief Executive Officer of Winnebago Industries, Inc., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
| Date: | March 25, 2026 | /s/ Michael J. Happe | |||||||||
Michael J. Happe | |||||||||||
| Chief Executive Officer, President | |||||||||||
Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan L. Hughes, Chief Financial Officer of Winnebago Industries, Inc., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
| Date: | March 25, 2026 | /s/ Bryan L. Hughes | |||||||||
| Bryan L. Hughes | |||||||||||
| Chief Financial Officer and Senior Vice President | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
Exhibit 32.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael J. Happe, Chief Executive Officer of Winnebago Industries, Inc. (the "Company"), hereby certify that to my knowledge:
a.The Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2026 (the "Report") of the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
b.The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | March 25, 2026 | /s/ Michael J. Happe | |||||||||
Michael J. Happe | |||||||||||
| Chief Executive Officer, President | |||||||||||
Exhibit 32.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Bryan L. Hughes, Chief Financial Officer of Winnebago Industries, Inc. (the "Company"), hereby certify that to my knowledge:
a.The Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2026 (the "Report") of the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
b.The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | March 25, 2026 | /s/ Bryan L. Hughes | |||||||||
| Bryan L. Hughes | |||||||||||
| Chief Financial Officer and Senior Vice President | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||