Business Combination, Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Nov. 26, 2016

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

The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows:



(in thousands)	November 8, 2016
Cash	$	1,748
Accounts receivable	32,834
Inventories	15,300
Prepaid expenses and other assets	2,161
Property, plant and equipment	8,998
Goodwill	249,981
Other intangible assets	253,100
Total assets acquired	564,122

Accounts payable	11,151
Accrued compensation	3,615
Product warranties	12,904
Promotional	3,976
Other	1,569
Deferred tax liabilities	10,258
Total liabilities assumed	43,473

Total purchase price	$	520,649

We acquired 100% of the ownership interests of Grand Design on November 8, 2016 in accordance with the Securities Purchase Agreement for an aggregate purchase price of $520.6 million, which was paid in cash and Winnebago shares as follows:



(In thousands, except shares)	November 8, 2016
Cash	$	396,583
Winnebago shares: 4,586,555 at $27.05 per share	124,066
Total	$	520,649

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of intangible assets with fair value on closing date of November 8, 2016 and amortization accumulated from closing date through November 26, 2016 as follows:



(in thousands)	Weighted Average Life- Years	Fair Value Amount			Accumulated Amortization
Trade name	Indefinite	$	148,000		$	—
Dealer network	12.0	80,500			331
Backlog	0.5	18,000			1,639
Non-compete agreements	4.0	4,600			69
Leasehold interest-favorable	8.1	2,000			12
Total		253,100			$	2,051
Accumulated amortization		(2,051		)
Net book value of intangible assets		$	251,049

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Remaining estimated aggregate annual amortization expense by fiscal year is as follows:



(in thousands)	Amount
Remainder of 2017	$	22,610
2018	7,854
2019	7,733
2020	7,733
2021	7,733
2022	7,106
Thereafter	42,280

Business Acquisition, Pro Forma Information [Table Text Block]

The following table provides net revenues and operating income (which includes amortization expense) from the Grand Design business included in our consolidated results during the three months ended November 26, 2016 following the November 8, 2016 closing date:



	Three Months Ended
(in thousands)	November 26, 2016
Net revenues	$	25,836
Operating income	760

Unaudited pro forma information for the three months ended November 26, 2016 and November 28, 2015 is as follows:



	Three Months Ended
(In thousands, except per share data)	November 26, 2016		November 28, 2015
Net revenues	$	340,975	$	300,383
Net income	20,269		1,197
Income per share - basic	0.64		0.04
Income per share - diluted	0.64		0.04

The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Grand Design had been completed on August 30, 2015:



	Three Months Ended
(In thousands)	November 26, 2016			November 28, 2015
Amortization of intangibles (1 year or less useful life)	$	(1,941	)	$	8,708
Increase in amortization of intangibles	1,551			1,933
Expenses related to business combination (transaction costs) ⁽¹⁾	(5,519		)	5,840
Interest to reflect new debt structure	3,672			4,958
Taxes related to the adjustments to the pro forma data and to the income of Grand Design	5,011			(4,323		)