Business Combinations (Tables)

12 Months Ended

Aug. 27, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Preliminary Fair Values Assigned

The following table summarizes the fair values assigned to the Barletta net assets acquired as of the date of acquisition:

(in thousands)	August 31, 2021
Cash	$	11,903
Other current assets	24,564
Property, plant, and equipment	17,250
Goodwill	136,118
Other intangible assets	111,400
Total assets acquired	301,235
Accounts payable	7,181
Product warranties	4,656
Other current liabilities	3,146
Total liabilities assumed	14,983
Total purchase price	$	286,252

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the total consideration paid for Newmar, which was subject to purchase price adjustments of $3.3 million as stipulated in the Purchase Agreement:

(in thousands, except for share data)	November 8, 2019
Cash	$	264,434
Winnebago Industries shares: 2,000,000 at $46.29	92,572
Total	$	357,006

Schedule of Pro Forma Information

The following table provides net revenues and operating loss from the Newmar operating segment included in the consolidated results following the November 8, 2019 closing date:

	2020
Net revenues	$	388,383
Operating loss	(3,642)

The following unaudited pro forma information represents our results of operations as if the Fiscal 2020 acquisition of Newmar had occurred at the beginning of Fiscal 2020:

	2020
Net revenues	$	2,508,792
Net income	72,609
Earnings per share - basic	$	2.16
Earnings per share - diluted	$	2.11

Pro Forma Data With Non-Recurring Adjustments

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 Newmar had occurred at the beginning of Fiscal 2020:

	2020
Amortization of intangibles (1 year or less useful life)(1)	$	13,610
Increase in amortization of intangible assets(2)	(1,061)
Expenses related to business combination (transaction costs)(3)	9,761
Interest to reflect new debt structure(4)	(4,356)
Taxes related to the adjustments to the pro forma data and to the net income of Newmar(5)	(2,968)

(1) Includes amortization adjustments for the backlog intangible asset and the fair-value inventory adjustment.

(2) Includes amortization adjustments for the dealer network and non-compete intangible assets.

(3) Includes transaction costs related to the Newmar acquisition that were expensed in Fiscal 2020.

(4) Includes adjustments for cash and non-cash interest expense as well as deferred financing costs. Refer to Note 9 for additional information on our debt structure as a result of the acquisition.

(5) Calculated using our U.S. federal statutory rate of 21.0%.