SEC Comment Letter 0000000000-24-008899 to WINNEBAGO INDUSTRIES INC (WGO) (CIK 0000107687) (WGO)
WINNEBAGO INDUSTRIES INC (WGO) (CIK 0000107687)
Date: Aug. 5, 2024 · CIK: 0000107687 · Accession: 0000000000-24-008899
AI Filing Summary & Sentiment
File numbers found in text: 001-06403
Letter
August 5, 2024 Bryan Hughes Chief Financial Officer Winnebago Industries, Inc. 13200 Pioneer Trail Eden Prairie, MN 55347 Re:Winnebago Industries, Inc. Form 10-K for Fiscal Year Ended August 26, 2023 Forms 8-K filed on October 18, 2023, December 20, 2023, March 21, 2024, and June 20, 2024 Response dated June 13, 2024 File No. 001-06403 Dear Bryan Hughes: We have reviewed your June 13, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 20, 2024 letter. Forms 8-K filed on October 18, 2023, December 20, 2023, March 21, 2024, and June 20, 2024 Exhibit 99.1 1.We have considered your response to prior comment 1 regarding the non-GAAP financial measure Adjusted diluted earnings per share. We believe the adjustment related to the dilution of your convertible notes has the effect of changing the requirement to use the if- converted method under ASC 260, and therefore, results in a non-GAAP financial measure that does not comply with Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your non-GAAP financial measure to remove this adjustment.
In the Form 8-K you filed on June 20, 2024, you disclose Adjusted EBITDA and Adjusted EBITDA Margin in a bullet under Third Quarter Fiscal 2024 Financial 2.
August 5, 2024 Page 2 Summary, but do not disclose the most directly comparable GAAP measures, Net Income and Net Income Margin, with equal or greater prominence. For each non-GAAP financial measure you disclose, please revise future filings to disclose the most directly comparable GAAP measure with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing
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August 5, 2024
Bryan Hughes
Chief Financial Officer
Winnebago Industries, Inc.
13200 Pioneer Trail
Eden Prairie, MN 55347
Re:Winnebago Industries, Inc.
Form 10-K for Fiscal Year Ended August 26, 2023
Forms 8-K filed on October 18, 2023, December 20, 2023, March 21, 2024, and
June 20, 2024
Response dated June 13, 2024
File No. 001-06403
Dear Bryan Hughes:
We have reviewed your June 13, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our May 20, 2024 letter.
Forms 8-K filed on October 18, 2023, December 20, 2023, March 21, 2024, and June 20, 2024
Exhibit 99.1
1.We have considered your response to prior comment 1 regarding the non-GAAP financial
measure Adjusted diluted earnings per share. We believe the adjustment related to the
dilution of your convertible notes has the effect of changing the requirement to use the if-
converted method under ASC 260, and therefore, results in a non-GAAP financial
measure that does not comply with Question 100.04 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Please revise your non-GAAP financial measure to remove this adjustment.
In the Form 8-K you filed on June 20, 2024, you disclose Adjusted EBITDA and
Adjusted EBITDA Margin in a bullet under Third Quarter Fiscal 2024 Financial 2.
August 5, 2024
Page 2
Summary, but do not disclose the most directly comparable GAAP measures, Net Income
and Net Income Margin, with equal or greater prominence. For each non-GAAP financial
measure you disclose, please revise future filings to disclose the most directly comparable
GAAP measure with equal or greater prominence as required by Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the Division of Corporation Finance’s
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Please contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing