U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File No.:
December 31, 1997 0-24804
FEATHERLITE MFG., INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1621676
(State of Incorporation) (IRS Employer Identification Number)
Highways 63 and 9
Cresco, Iowa 52136
(319) 547-6000
(Address of principal executive offices;
Issuer's telephone number)
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Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, without par value
------------------------
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 x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant as of March 9, 1998, was $18,087,292 (based on the last sale price of
the registrant's Common Stock on such date).
Shares of without par value Common Stock outstanding at March 9, 1998:
6,255,000.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the indicated Part of
this Form 10-K: (1) Annual report to shareholders for the fiscal year ended
December 31, 1997 - Part II; (2) Proxy statement for 1998 Annual Meeting - Part
III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Featherlite Mfg., Inc. was organized by current management as a Minnesota
corporation in 1988 to acquire the assets of a non-affiliated business which
manufactured trailers since the early 1970s under the FEATHERLITE(R) brand name.
The Company designs, manufactures and markets over 400 models of both custom
made and standard model specialty aluminum and steel trailers through a network
of over 240 full-line dealers and over 900 limited-line dealers located in the
United States and Canada.
In 1996, the Company began manufacturing and marketing a custom luxury
motorcoach primarily through the acquisition of the assets of Vantare
International, Inc., which is among the leaders and fastest growing companies in
the high end motorcoach industry. Entry into the luxury motorcoach market was
consistent with Featherlite's long-term growth strategy of product
diversification. These motorcoaches are marketed under the trade name "VANTARE
by Featherlite(TM)".
The Company markets its primary products under the FEATHERLITE(R) brand
name. FEATHERLITE(R) trailers are made of aluminum, which differentiates the
Company from most of its competitors which primarily make steel trailers.
Aluminum trailers are superior to steel in terms of weight, durability,
corrosion resistance, maintenance and weight-to-load ratio. Although the
Company's focus is on manufacturing and marketing aluminum trailers, it also
markets a line of composite steel and aluminum trailers under the
FEATHERLITE-STL(R) series (replaced Econolite beginning in 1997) and DIAMOND
D(R) brands in order to provide dealers and customers with a high quality, but
less expensive, alternative to the aluminum trailer.
Management believes that the Company's growth is being caused by overall
market expansion, particularly in uses related to entertainment and leisure, and
by the Company increasing its share of a fragmented market. Demand for the
Company's products is being significantly driven by the lifestyles, hobbies and
events that are important to Featherlite's target customers. Growth in those
product and service categories which could use or require a high quality trailer
is creating increased demand for the Company's products. Those categories and
uses include pickup trucks, sport utility vehicles, all-terrain-vehicles,
personal watercraft and snowmobiles; auto races, classic car shows and
motorcycle rallies; hobby farming and raising and showing horses; art and craft
fairs and expositions; and vending trailers for selling crafts, food and other
concessions, such as T-shirts or novelty items. Examples of other users of the
Company's trailers include lawn care services, house painters, construction
crews, traveling museum exhibitions, concert tours, musical groups and fiber
optic utility crews that require clean environments in which to splice and store
cable.
The Company continually monitors the market for opportunities to leverage
the FEATHERLITE(R) brand name and its expertise. Featherlite pioneered the
introduction of standard model aluminum horse and livestock trailers, which
traditionally had been custom made. It has also responded to the increasing
demand for customizing the interiors of trailers, a capability which helps
distinguish the Company from its competition. Typical interiors range from a
simple interior, such as a dressing room, closet and mirror in the nose of a
horse trailer, to sophisticated, such as upholstered seating and sleeping areas,
kitchens, bathrooms and modern electronics, including fax machines, cellular
phones and satellite dishes, in race car transporters and luxury custom coaches.
In addition, Featherlite refines the products it already offers by introducing
new features to satisfy the increasing demands of its customers.
The Company pays special attention to its target customers and attempts to
reach them through a variety of media. Unlike most of its competition,
Featherlite is large enough to benefit from national advertising and sponsorship
of major events which are visible to its customers. These sponsorships include
Featherlite's designation as the "Official Trailer of NASCAR, CART, IRL, ARCA,
ASA, World of Outlaws and the Indianapolis Motor Speedway," a major sponsor of
NHRA drag racing and association with the All American Quarter Horse Congress,
the International Arabian Horse Association and others. Vantare, the Company's
luxury motorcoach division is the "Official Coach" of NASCAR, IRL and Sportscar.
Featherlite intends to expand its promotional activities as the Company enters
new markets.
Specialty Trailer and Motorcoach Industry
The Company operates in two principal industries and business segments:
specialty trailers and motorcoaches, as discussed in the section labeled
"Management's Discussion and Analysis" which appears in the Company's Annual
Report to Shareholders for the year ended December 31, 1997 which is
incorporated herein by reference.
Specialty Trailer Industry
Specialty trailers are designed for specific hauling purposes rather than
for general commercial freight. The customers of the specialty trailer industry
consist of broad segments of the general public, such as hobbyists, sports
enthusiasts, farmers and ranchers, engaged in the activities for which
particular trailers are designed. In contrast, commercial freight trailers are
generally made for non-specific purposes and the customers are typically
trucking companies and manufacturers with fleets of trucks and trailers. Unlike
the commercial freight trailer industry which is dominated by a few large
manufacturers, the specialty trailer industry is comprised of many small
manufacturers. No published statistics are available on the size of the
specialty trailer industry or its subcategories. However, the Company believes
that there may be as many as 500 manufacturers of specialty steel trailers in
the United States, of which approximately 20 manufacture specialty aluminum
trailers.
Historically, specialty trailers were made of steel, principally because
they cost approximately 30% to 40% less than trailers made primarily of
aluminum. Entry into the production of steel trailers is relatively easy and
inexpensive because of the widespread availability of steel components and
simple production techniques. The relative lack of barriers to entry into the
steel trailer industry, differing regional demands for trailer types and the
relatively high cost of long distance delivery have contributed to the
fragmented status of the specialty trailer industry. As a result, specialty
trailer manufacturers generally produce relatively small numbers of trailers for
sale in limited geographical markets without the efficiencies of high volume
production, quality controls, significant warranty and service capabilities,
substantial dealer networks, or national advertising and marketing programs. In
comparison, production of aluminum trailers requires larger capital investment
in dies, extrusion molds and equipment, more sophisticated welding and
production techniques, and greater design capabilities to maximize the
strength-to-weight ratio advantage of aluminum over steel.
In dollar sales, the Company estimates that aluminum trailers presently
constitute five to ten percent of the total market for specialty trailers and
that this percentage is increasing. The trend of the trailer market to migrate
toward aluminum models is driven by a number of factors. Aluminum trailers offer
substantial advantages over steel trailers in weight, ease of maintenance,
durability and useful life. Aluminum trailers do not rust and weigh 30% to 40%
less than comparable steel models. Maintenance is substantially less on aluminum
trailers because of the absence of rust and because they typically are not
painted or are pre-painted with a baked-on enamel. As a result, aluminum
trailers can be offered with superior warranties and provide greater customer
satisfaction. The lighter weight of aluminum trailers reduces the demands on the
towing vehicle, affords better gas mileage and allows a greater percentage of
gross trailer weight for carrying cargo.
Motorcoach Industry
Bus conversion motorcoaches are the most luxurious of all recreational
vehicles. They represent a unique market niche, with selling prices ranging from
$500,000 to $900,000 or more. These motorcoaches are made from a bus shell for
conversions that is purchased and completed to provide an interior area designed
to the customers specifications. It has been estimated that this segment to the
RV market experienced more than a 30% growth between 1990 and 1994 and this
growth is expected to continue in the future. A large part of the target market,
the 45 to 64 age group, is expected to grow 33% this decade alone. Sales of
these vehicles will be boosted because this group is expected to retire earlier
and have a greater affluence than previous generations. The Company believes
that there are presently seven or more companies in this industry.
Products and Services
The Company's primary business activity is the manufacture and sale of
specialty aluminum trailers under the FEATHERLITE(R) brand name. In 1996, the
Company began manufacturing and marketing a custom motorcoach under the name
"VANTARE by Featherlite". In addition, the Company manufactures and sells
combination steel and aluminum trailers under its FEATHERLITE-STL(R) series
(formerly Econolite) and DIAMOND D(R) brand names, sells replacement and
specialty parts, and coordinates delivery of completed trailers to customers.
Rework and warranty services are also provided for Company built trailers at the
Company's facilities and dealer locations. For 1997, over 95% of the Company's
revenues were derived from trailer and motorcoach sales.
The following data illustrate the percentage of the Company's net trailer
and motorcoach sales by product type in 1995, 1996 and 1997 (dollars in
thousands):
Years ended December 31
------------------------------------------------------------
1995 1996 1997
------------------------------------------------------------
Amount Percent* Amount Percent* Amount Percent*
------------------------------------------------------------
Horse $23,985 34.7% $29,697 29.9% $31,202 23.2%
Livestock 13,604 19.7% 17,789 17.9% 21,468 16.0%
Car and race car/specialty 14,333 20.7% 15,847 15.9% 24,797 18.5%
transporters
Utility and recreational 4,468 6.4% 7,206 7.3% 8,897 6.6%
Commercial 8,786 12.7% 10,150 10.2% 7,244 5.4%
Motorcoaches ---- ---- 14,785 14.9% 34,355 25.6%
-------------------------------------------------------------
Net Trailer & Motorcoach 65,176 94.3% $95,474 96.1% $127,963 95.2%
Sales
Parts, Deliver & Scrap 3,983 5.8% 3,855 3.9% 6,424 4.8%
-------------------------------------------------------------
Net Sales $69,159 100.0% $99,329 100.0% $134,387 100.0%
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*Product mix percentages in 1996 and 1997 affected by addition of motorcoaches.
Prior year percentages differ from amounts previously reported due to
reclassifications made to be consistent with 1997 classifications.
Trailers
The Company is unique among trailer manufacturers because of the many types
of trailers it makes. The Company's FEATHERLITE(R), FEATHERLITE-STL(R) series
and DIAMOND D(R) trailers may be broadly classified into several trailer types,
which can be further subdivided into over 400 models depending on their intended
use and resulting design. The Company's primary trailer types are horse,
livestock, utility/recreational, commercial and car trailers as well as race car
and specialty transporters. Within these broad product categories, the Company
generally offers different features, such as various lengths, heights and
widths, open and enclosed models, gooseneck and bumper pulls, straight and slant
loaders, and aluminum, steel, fiberglass and wood frames, floors, sides and
roofs. In 1996, the Company discontinued manufacturing semi trailers which were
included in the commercial category. The Company believes FEATHERLITE(R) brand
trailers, which are "all aluminum" with the exception of steel axle and hitch
parts, enjoy a premier image in the industry. Sales of FEATHERLITE(R) brand
trailers currently represent over 90% of the Company's total trailer sales.
FEATHERLITE-STL(R) series and DIAMOND D(R) brand trailers, which generally are a
composite of steel frame, aluminum skin and galvanized roof, allow the Company
to place its product line at the lower-priced end of the market.
FEATHERLITE(R), FEATHERLITE-STL(R) series and DIAMOND D(R) trailers are
built as standard models or to customer order from selected options. Depending
on the model, the Company's trailers generally include name brand tires,
reflectors and exterior running and license plate lights, sealed and enclosed
wires, and safety chains and breakaway switches. Popular options to standard
designs include paint schemes, logos, lettering and graphics, winches and
generators, viewing platforms, workbenches and cabinets, vents and other airflow
designs, roll-up doors, access and side doors and windows, aluminum wheels and
hubcaps, and hydraulic or air brakes.
Trailer design traditionally has been utilitarian. Recently, however, the
demand for trailers with special amenities and custom designed features has
increased dramatically. For that reason, the Company's Interiors Division offers
options ranging from simple shelves, cupboards, lockers and dressing rooms to
complete living quarters, including upholstered furniture, electronics, wood or
laminated Formica finishes, air conditioning, refrigerators, dinettes and bath
packages. The Company stresses its ability and willingness to build trailers
"from the ground up" with unique, even luxurious, custom designed features and
amenities tailored to customer specifications. This distinguishes the Company
from many other trailer manufacturers.
In addition to custom designed trailers, the Company manufactures standard
model trailers for inventory which are available for immediate delivery to
dealers. In an industry consisting primarily of manufacturers who custom build
trailers, the Company's introduction in 1991 of standard model aluminum trailers
represented an innovative step. Standard model trailer sales now represent
approximately 40% of the Company's total trailer sales. The Company's dealer
network has enthusiastically endorsed and supported the standard model concept.
Retail prices for the Company's standard aluminum model trailers range from
approximately $1,200 for the least expensive snowmobile trailer to over $300,000
for a custom built race car transporter and hospitality trailer and over
$900,000 for a luxury coach. Representative FEATHERLITE(R) aluminum trailer
retail prices are approximately $7,200 for a bumper pull livestock trailer,
$8,200 for a two horse trailer, $16,000 for a gooseneck car trailer.
Motorcoaches
The Company offers three motorcoaches based on various models made from a
single bus shell manufacturer (Prevost Car Company), the XL-40 and XL-45 and the
H3-45. Even though the "H" body style is much taller and the layout is
considerably different than a typical XL motorcoach, it has become the most
popular model requested by customers. The Company also now offers a "slide-out"
model which expands the livable space within the motorcoach.
The Company's goal is to produce the best performing and most reliable
coach while keeping a low overall gross weight and extremely low ambient noise
level. It incorporates into motorcoaches many of the good features and quality
often present in luxury yachts which were previously developed by Vantare
International, Inc. when it was in the business of building yachts.
About 75% of the coaches are built to specific customer order from selected
options. The remainder are motorcoaches which are built for potential retail
customers and for demonstration at particular shows or events. Retail prices
range from $500,000 to $900,000 or more. There is a risk that certain of the
coaches built on a speculative basis may not be sold on a timely basis and at
normal profit margins.
The Company also sells used motorcoaches which are taken as trade-ins from
customers on new coaches or on a consignment basis. Repair services are provided
for coaches of customers and others at the Vantare facility in Sanford, Florida,
as well as at a Company service center in Mocksville, North Carolina and Cresco,
Iowa.
Other Business Activities
In addition to the manufacture and sale of specialty trailers, the Company
sells replacement and specialty trailer parts to its dealers and to others. It
coordinates delivery of completed trailers to customers and to dealers for a fee
and in 1997 delivered approximately 50% of the trailers sold to dealers, with
the remainder picked up at its Iowa facilities. The Company owns and maintains a
fleet of trucks and leases semi tractors for this purpose. The Company is a
licensed aircraft dealer and believes that dealing in used aircraft is
complementary to its principal business. Featherlite Aviation Company, a
wholly-owned subsidiary of the Company, conducts such aircraft dealer
activities. Featherlite Aviation Company currently holds for resale three used
aircraft. The purchase, sale, use and operation of aircraft and the volatility
in the sales volume and value of aircraft, create risks to the Company and its
operating results. The Company maintains liability insurance policies relating
to its aircraft in an amount it believes to be adequate, but there is no
assurance that its coverage will continue to be available at an acceptable price
or be sufficient to protect the Company from adverse financial effects in the
event of claims. Gains on aircraft sales are included in other income. The
Company's other business activities, excluding aircraft, in the aggregate,
accounted for approximately 5.8%, 3.9% and 4.8% of the Company's net sales for
1995, 1996 and 1997, respectively.
In October, 1997, the Company signed a joint venture agreement with GMR
Marketing to form Featherlite/GMR Sports Group, LLC. The joint venture will
focus on developing promotional events and implementing marketing strategies in
the rapidly growing motorsports industry.
Marketing and Sales
Dealer Network
The Company markets its products primarily through a network of over 240
full-line dealers and over 900 limited-line dealers located in the United States
and Canada, and one distributor serving Alberta and British Columbia, Canada.
Dealers typically handle only a portion of the entire FEATHERLITE(R),
FEATHERLITE-STL(R) series and DIAMOND D(R) product lines and may sell other
steel trailer brands. Featherlite volume dealers exclusively sell Featherlite
aluminum trailers. Limited line dealers are not prohibited by their agreements
with the Company from selling other brands of aluminum trailers. No single
dealer represents more than 10% of the Company's net sales. The Company's top 50
dealers accounted for approximately 76%, 54% and 54% of the Company's net
trailer sales for 1995, 1996 and 1997, respectively. For these periods, 82% or
more of the Company's trailer sales were made by its dealer network, with the
remainder representing direct Company sales to end users. Company sales to end
users are primarily drop deck trailers, specialty trailers and race car
transporters. For these periods, approximately 98% of the number of units sold
were sold by the dealer network.
Dealers sell FEATHERLITE(R), FEATHERLITE-STL(R) series and DIAMOND D(R)
products under contractual arrangements which can be terminated by either party
on specified notice. Laws in certain states govern terms and conditions under
which dealers may be terminated. Such laws have not materially adversely
affected the Company to date. Changes in dealers take place from time to time.
The Company believes that a sufficient number of prospective dealers exists
across the United States and Canada to permit orderly transitions whenever
necessary. The Company is continually seeking to expand the size and upgrade the
quality of its dealer network. The Company believes that significant areas of
the United States and Canada are not served by a sufficient number of dealers
and the Company intends to increase substantially its number of dealers over the
next several years.
The Company employs territory managers to assist in the marketing and sales
process. These managers assist the Company's dealers in coordinating the
selection of custom options by customers and the production of orders. They also
participate with the dealers at trade shows, fairs, rodeos, races and other
events to promote the FEATHERLITE(R) brand. Factory representatives also
actively seek out potential new dealers.
All motorcoaches are sold directly by Company personnel to end user
customers. Company sales representatives participate in trade shows, fairs,
motorsports races and other events to promote the "VANTARE by Featherlite(TM)"
motorcoach.
Financing
A substantial portion of the Company's sales of motorcoaches and trailers
are paid for within 10 days of invoicing. The Company has arrangements with
NationsCredit Commercial Corporation, Deutsche Financial Services Corp.
(formerly ITT Commercial Finance Corp.), Bombardier Capital, Green Tree
Financial Servicing Corporation and with TransAmerica Commercial Finance Corp.
to provide trailer floor plan financing for its dealers. Green Tree Financial
Servicing Corporation and Featherlite Credit Corporation, a corporation owned by
certain of the Company's officers and directors, provides retail financing to
end user customers of the Company's dealers. Under these floor plan
arrangements, the Company is required in certain circumstances to guarantee
certain debt, or repurchase for the remaining unpaid balance including finance
charges plus costs and expenses, any repossessed trailers financed through such
arrangements. Although the Company has not been required to make any significant
payments or repurchases to date, there can be no assurance that such obligations
will not, in the future, adversely impact the Company. There is no recourse to
the Company on these retail financing arrangements.
The Company has arrangements with several companies to provide motorcoach
retail financing to end user customers. There is no recourse to the Company on
these retail financing arrangements. The Company has a wholesale floor plan
agreement with a company to finance a portion of the new and used motorcoaches
held in inventory.
Promotion
The Company's marketing activities are designed primarily to communicate
directly with consumers and to assist with selling and marketing efforts of the
dealer network. The Company promotes its products directly using print
advertising in user group publications, such as Quarter Horse Journal,
Successful Farming, Snowmobile, Sno Goer and National Association of Stock Car
Auto Racing ("NASCAR") Winston Cup Series event programs. A series of product
brochures, product videotapes and other promotional items are available for use
by the dealers. The Company also advertises on television, primarily on cable
television racing programs.
The Company promotes its motorcoaches directly in user group publications,
such as the Family Motorcoaching Magazine, The Robb Report, The DuPont Registry
and the RV Trader. In addition, the Company participates in the Family Motor
Coach Association rallies twice each year, the Tampa RV Show and numerous other
shows and rallies and is represented at motorsports events where other
Featherlite products are promoted and where Featherlite already has a customer
base.
An example of the Company's specialized niche market promotional efforts is
the motor sports industry. Featherlite currently is the "Official Trailer of
NASCAR, CART, IRL, ARCA, ASA, NHRA, World of Outlaws and the Indianapolis Motor
Speedway" and Vantare is the "Official Coach" of NASCAR, IRL, NHRA and
Sportscar. Featherlite is the title sponsor of the NASCAR Featherlite Southwest
Tour and the NASCAR Featherlite Modified Tour, and a major sponsor of the
National Hot Rod Association ("NHRA"). The 1997 NASCAR Featherlite Southwest
Tour is comprised of sixteen events in various cities in Arizona, California,
Nevada and Colorado. The NASCAR Featherlite Modified Tour schedule takes place
primarily in the northeastern United States. The Company expects to continue to
design and build trailers to fit the needs of all types of racing, including
NASCAR, NHRA, Automobile Racing Club of America ("ARCA"), IndyCar, nostalgic,
sprint car, off road, boat, motorcycle and motocross.
In addition to the racing industry, the Company sponsors or is associated
with the All American Quarter Horse Congress, United States Team Roping
Championship, the American Paint Horse Association and the National Western
Livestock Show as well as various rodeos and state and local fairs and expos.
Annually, Featherlite territory managers attend in excess of 250 races, rodeos,
fairs, trade shows and other special events. The Company's dealers attend
approximately 1,200 to 1,400 such events each year.
Competition - Specialty Trailers
The specialty trailer industry is highly competitive, especially with
respect to the most commonly sold models, such as one and two horse trailers.
Competition is based upon a number of factors, including brand name recognition,
quality, price, reliability, product design features, breadth of product line,
warranty and service. The primary competition to FEATHERLITE(R) aluminum
trailers are steel trailers, which typically sell for approximately 30% to 40%
less but are subject to rust and corrosion and are heavier. There are no
significant technological or manufacturing barriers to entry into the production
of steel trailers and only moderate barriers to the production of aluminum
trailers. Because the Company has a broad based product line, its competition
varies by product category. There is no single company that provides competition
in all product lines. Certain of the Company's competitors and potential
competitors are better established in segments of the Company's business. The
Company's principal competitors, all of which are located domestically, include
the following:
Trailer Types Principal Competitors' Brands
- -----------------------------------------------------------------------
Horse and Livestock 4 Star, Barrett, Sooner, Wilson, Sundowner,
Kiefer Built, W-W
Utility Wells Cargo, PACE, Haulmark
Drop Frame Vans Kentucky
Car Trailers and HighTech, Competition, Concept, Wells
Race Car Transporters Cargo, Haulmark, PACE, Sooner
Competition - Motorcoaches
The motorcoach industry is highly competitive, particularly in XL models,
with seven or more manufacturers. Vantare is the dominant producer of H model
coaches. Competition is based primarily on quality and price although other
factors such as brand name, reliability, design features, warranty and service
are also important. The brand names of the Company's principal competitors in
this industry, all of which are located domestically, include, among others:
Marathon, Liberty, Country Coach, Angola, Monaco, Vogue and Custom.
Manufacturing
The Company manufactures substantially all of its trailers at plants
located in Cresco, Nashua and Shenandoah Iowa. It has agreements with two
companies to manufacture certain trailers. Under the agreements, the Company
supplies trailer materials and specifications to those manufacturers. The
manufacturers, which are prohibited from manufacturing trailers for any other
entities without Featherlite's consent, cover labor and overhead expenses and
manufacture the trailers for contractually agreed upon prices.
Such trailers constituted approximately 3% of net trailer sales for 1997.
Except for tires, brakes, couplers, axles and various other purchased
items, the Company fabricates its component parts for its trailers. Most raw
materials and standard parts, including aluminum extrusions and sheet metal, are
available from multiple sources. Prices of aluminum, the principal commodity
used in the Company's business, fluctuate daily in the open market. The Company
has obtained fixed price contracts from suppliers for 1998 to reduce the risk
related to fluctuations in the cost of aluminum. There is a risk to future
operating results if the Company is unable to obtain fixed contracts to reduce
the affect of fluctuations in the price of aluminum.
The Company presently purchases substantial amounts of aluminum extrusions
from two major suppliers, Alumax Extrusions Inc. and Easco Aluminum, and the
majority of its sheet metal from two large suppliers, Reynolds Aluminum Co. and
Samuel Whittar. The identity of particular suppliers and the quantities
purchased from each varies from period to period. The Company has not engaged in
hedging or the purchase and sale of future contracts other than contracts for
delivery to fill its own needs. The Company has contracts with suppliers to fill
a substantial part of its projected need for aluminum in 1998. In the event that
one or more of the Company's suppliers were unable to deliver raw materials to
the Company for an extended period of time, the Company's production and profits
could be materially and adversely affected if an adequate replacement supplier
could not be found within a reasonable amount of time. The Company has never
been unable to obtain an adequate supply of raw materials. Increases in prices
of aluminum and other supplies may adversely affect sales of the Company's
products.
In addition to obtaining long term contracts from suppliers, the Company
may in the future also try to reduce the price risk associated with aluminum by
buying London Metal Exchange hedge contracts or options for future delivery.
These contracts would "lock in" the aluminum cost for the Company for
anticipated aluminum requirements during the periods covered by the contracts.
There is a potential risk of loss related to such contracts if the quantity of
materials hedged significantly exceeds the Company's actual requirements and the
contract is closed without taking physical delivery of the aluminum or if there
is a substantial drop in the actual cost of aluminum in relation to the hedge
contract price which would effect the competitive price of the Company's
product.
In the manufacturing process, the Company seeks to maximize production
efficiency by using weekly production schedules which allocate scheduled
trailers to specific production lines within each plant. The Company generally
follows a build-to-order policy to control inventory levels. If orders cannot be
filled from any inventory maintained by the Company, they are scheduled for
production. Inventory trailers may be scheduled to maximize the efficiency of
the production lines. The Company also utilizes certain production lines solely
for standard model trailers.
The Company manufactures all of its motorcoaches at its plant located in
Sanford, Florida. Except for the coach shell and electronic equipment, various
kitchen and bathroom fixtures and accessories and other purchased items, the
Company fabricates all the components for its coaches. The Company completes the
conversion by finishing the interior of the purchased shell to the layout and
design requirements of the customer or its specifications. All design
engineering, plumbing, cabinetry and upholstery required to complete the coach
is done by company personnel.
The Company purchases its motorcoach shells from one manufacturer, Prevost
Car Company, Inc. of Sainte-Claire, Quebec, Canada, although the Company could
purchase certain shells from other manufacturers. The Company does not have any
long or short term manufacturing contracts with Prevost. However, the Company
provides Prevost with its estimated yearly motorcoach requirements. Once Prevost
releases an order to production, Prevost becomes obligated to fill the order and
the Company becomes obligated to take delivery of the order. In the event
Prevost was unable to deliver motorcoach shells to the Company, the Company's
revenues and profits could be materially and adversely affected.
Backlog
At December 31, 1997, the Company had unfilled confirmed orders from its
customers in the amount of approximately $27 million, including $14 million in
motorcoach orders, and $28 million, including $16 million in motorcoaches, at
December 31, 1996. All orders at December 31, 1997 are expected to be filled
during 1998.
Quality Assurance
The Company monitors quality at various points of the manufacturing
process. Due to the variety of custom products that the Company builds, employee
skill training and individual responsibility for workmanship are emphasized.
Inventory specialists assess the overall quality, physical dimensions, and
imperfections or damage to the raw materials. Extruded and sheet aluminum which
is outside of specified tolerances is rejected and replaced by the vendor. Line
foremen train and monitor work cells of employees. Quality control inspectors
inspect trailers for quality of workmanship, material quality and conformity of
options to order specifications.
Government and Industry Regulation
The Company and its products are subject to various foreign, federal, state
and local laws, rules and regulations. The Company builds its trailers and
motorcoaches to standards of the federal Department of Transportation. The
Company is a member of the National Association of Trailer Manufacturers
("NATM") and manufactures its trailers to NATM standards. The quality assurance
program in the Company's Interiors Division includes being a member of the
Recreational Vehicle Industry Association ("RVIA"), which requires plumbing,
electrical and gas testing on trailers with living quarters. These tests are
recorded before RVIA certification numbers are affixed to trailers. RVIA
inspectors periodically check the production facility and work in progress to
assure that codes and procedures are met. Infractions can lead to fines or loss
of RVIA membership. The Company is also governed by regulations relating to
employee safety and working conditions and other activities. A change in any
such laws, rules, regulations or standards, or a mandated federal recall by the
National Highway Transportation Safety Board, could have a material adverse
effect on the Company.
Patents and Trademarks
The Company has registered FEATHERLITE(R) as a trademark for use in
conjunction with trailers in the United States, Canada and Germany. In general,
such registrations are effective through the year 2001, with continuous ten-year
renewal periods thereafter. The Company has a United States trademark with
respect to FEATHERLITE-STL(R) series. In October 1995, the Company acquired the
rights to the DIAMOND D(R) trademark and has registered it as a trademark in the
United States and has a trademark application pending in Canada. In 1993, the
Company purchased the rights to two design patents, which expire in 1997,
relating to the V-nose design of certain of its horse, livestock and snowmobile
trailers. The Company believes that the patented designs are useful, but that
the expiration of the patents will not have a material effect on the Company. In
addition, the Company has filed for certain trailer design and utility patents
relating to race car transporters.
The Company has a trademark for "VANTARE by Featherlite(R)" for use in
conjunction with motorcoaches and yachts in the United States.
Warranty
The Company warrants the workmanship and materials of certain parts of the
main frame of its aluminum trailers under a limited warranty for a period of six
years and such parts of certain other Company trailers as well as other products
manufactured by the Company for periods of one to four years. The limited
warranty does not include normal wear items, such as brakes, bearings and tires.
The Company's warranty obligations are expressly limited to repairs and
replacement of parts. Historically, there have been no recalls of the Company's
trailers for replacement of major components or parts and the expense of
warranty claims for repairs or replacement of parts has been less than 1% of the
Company's net sales.
The Company warrants for one year the workmanship and materials related to
certain parts of the motorcoach conversion. Otherwise, warranties applicable to
components purchased from vendors are applicable. The warranty of the
manufacturer of the shell generally is for two years.
Product Liability
Although the Company has never been required to pay any significant amount
in a product liability action, as a manufacturing company it is subject to an
inherent risk of product liability claims. The Company maintains product
liability insurance policies in an amount it believes is adequate, but there is
no assurance that its coverage will continue to be available at an acceptable
price or be sufficient to protect the Company from adverse financial effects in
the event of product liability claims.
Employees
As of December 31, 1997, the Company had 1,333 employees, of whom 1,312 are
full-time and 21 are part-time as follows: Production and production support -
1,243, Sales and Marketing - 48, and Administration - 42.
The Company is not a party to any collective bargaining agreement and
believes that it has good working relationships with its employees.
The Company's success is highly dependent on its senior management,
including Conrad D. Clement, President and Chief Executive Officer. During 1997,
the responsibilities held by Michael Guth, President of the Vantare Division of
Featherlite were assumed by Norm Allen, a vice president of Featherlite. Mr.
Guth will concentrate on customer relations, design innovation and product
development. The loss of Mr. Clement's services could have a material adverse
affect on the Company's business and development. There can be no assurance that
an adequate replacement could be found for Mr. Clement in the event of his
departure. The Company does not carry any key man life insurance on any of its
officers or employees.
The Company has two separate agreements with Iowa community colleges which
provided approximately $620,000 for job training purposes. The amounts are to be
repaid, together with interest, over a ten year period from state withholding
taxes on employees at the Company's Iowa facilities. The Company may be required
to provide funds for the repayment of these training credits if sufficient
withholding and unused training funds are not available.
Former S Corporation Status
From February 1, 1989 to September 27, 1994, the Company was treated for
federal income tax purposes as an S corporation under the Internal Revenue Code
of 1986, as amended, and was treated on a similar basis for state income tax
purposes under comparable state tax laws. As a result, the Company's earnings
from such period were, for federal and certain state income tax purposes, taxed
directly to the Company's shareholders rather than to the Company. The
termination date of the Company's S corporation status occurred upon completion
of the Company's initial public offering.
The Company historically made distributions to its shareholders in amounts
approximately equal to the shareholders' federal and state income tax
liabilities arising from the Company's status as an S corporation. The amounts
of these cash distributions were $1,795,000 and $305,000 in 1994 and 1995,
respectively. The 1995 payment was accrued at December 31, 1994 and represents
the final distribution to be made to S corporation shareholders.
Cautionary Statements
Featherlite wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect,
Featherlite's actual results and could cause Featherlite's actual consolidated
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, Featherlite:
A moderating growth rate in the overall demand or in specific market segment
demand, in the US and to some extent Canada, for existing models of aluminum or
steel specialty trailers and motorcoaches manufactured by Featherlite and in
acceptance by the market of new trailer models and luxury coaches introduced by
Featherlite; and general or specific economic conditions, pricing, purchasing,
operational, advertising and promotional decisions by intermediaries in the
distribution channels, which could affect their supply or end user demand for
Featherlite products;
Increased competition from competitors and potential competitors which have
greater financial and other resources than Featherlite; and competitors that are
better established in segments of Featherlite's business;
Fluctuation in aluminum prices; inability of a major supplier of aluminum
extrusion or sheets utilized by Featherlite to deliver raw materials on a timely
basis;
Inability of motorcoach shell manufacturer to deliver shells on a timely basis;
inability to sell motorcoaches made on a spec basis at normal profit margins;
The effects of changes within Featherlite's organization, including the loss of
the services of key management personnel, particularly Mr. Conrad Clement,
President and Chief Executive Officer.
Continued availability of adequate financing and cash flow from operations to
support operations and expansion plans, including the amount, type and cost of
financing which Featherlite has and changes to that financing;
Continued pressure to increase the selling prices for Featherlite's products to
reduce the impact on margins of increasing aluminum and other materials costs,
labor rates and overhead costs related to the expanded production facilities and
organization to support expected increases in sales; underutilization of
Featherlite's manufacturing facilities, resulting in production inefficiencies
and higher costs;
The inability to obtain adequate insurance coverage at an acceptable price or in
a sufficient amount to protect Featherlite from the adverse effects of product
and other liability claims;
The risks related to being a licensed aircraft dealer which deals in used
business aircraft, including the purchase, sales, use and operation of aircraft
and the volatility in the sales volume and value of aircraft;
Payments or repurchases by Featherlite related to guarantees of debt or the
repurchase of trailers under certain circumstances in connection with dealer and
retail product financing arrangements;
The costs and other effects of legal and administrative cases and proceedings
(whether civil, such as environmental and product-related, or criminal),
settlements and investigations, claims and changes in those items;
A change in foreign, federal, state and local laws, rules and regulations
related to Featherlite, its products, or activities.
ITEM 2. PROPERTIES
The Company's principal sales, marketing and executive offices are located
in a recently completed 20,000 square foot building owned by the Company near
Cresco, Iowa. Adjacent to it is a Company-owned 50,000 square foot (including
20,000 added in 1997) parts distribution center and a rework, maintenance and
trailer distribution facility, from which substantially all trailer deliveries
to dealers are made.
The Company has production and warehouse facilities in Cresco, Nashua and
Shenandoah, Iowa. The Cresco facilities presently consist of five buildings and
include approximately 238,000 square feet including 140,000 square foot
expansion completed in March 1995. Three buildings, totaling approximately
136,000 square feet of Company owned space and 30,000 square feet of leased
space, are used for production of trailers and fabrication of components. A
58,000 square foot building is used, pursuant to a lease, for custom interior
finishing and a 14,000 square foot building, which the Company owns, is used for
storage of raw materials. In 1998, the Company plans to build a warehouse
facility for raw material storage at its Cresco location at an approximate cost
of $1.8 million which will be financed with new borrowings.
The Shenandoah facilities include a 117,000 square foot manufacturing
facility acquired in October 1995 in connection with the DIAMOND D(R)
acquisition. All of the assets of DIAMOND D Trailer Manufacturing Inc.,
including the office and production facilities were purchased for $2.4 million
in cash. The consideration paid was based primarily on the book value of the
acquired assets on the date of purchase. The Company-owned Nashua facilities
include a 51,000 square foot manufacturing plant and an 18,000 square foot plant
office building. The Company also owns three buildings in Grand Meadow,
Minnesota that were used as the Company's corporate office and
rework/distribution center prior to the relocation of these activities to Iowa
in 1993. The Company currently is attempting to sell the Grand Meadow facilities
which are being leased on a short term basis to offset real estate taxes and
other costs of holding the property.
In July 1996, the Company acquired office and production facilities and
other assets of Vantare International, Inc. in Sanford, Florida. (See Note 10 to
financial statement). This facility includes approximately 55,000 square feet of
production and office space and is used for the manufacture of luxury
motorcoaches. This facility is owned by Seminole Port Authority and is being
leased by the Company under the terms of an operating lease. These facilities
were expanded in 1997 to add 24,000 square feet to the production and office
space as well as 6,000 square feet for outside service bays. The outside parking
area was also improved and vacant land near the Vantare facilities was purchased
for future expansion, possibly beginning in late 1998 or early 1999 on some
phases. The Company's profit margins will depend in part on its ability to
increase unit sales volume to fully utilize its new facilities and integrate
operations efficiently.
In the future, the Company may determine to build or acquire existing
manufacturing facilities outside of Northeastern Iowa, which would create
additional risks to the Company's ability to manage growth.
ITEM 3. LEGAL PROCEEDINGS
The Company in the course of its business has been named as a defendant in
various legal actions. Most, but not all, of such actions are product liability
or workers' compensation claims in which the Company is covered by insurance
subject to applicable deductibles. Although the ultimate outcome of such claims
cannot be ascertained at this time, it is the opinion of management, after
consultation with counsel, that the resolution of such suits will not have a
material adverse effect on the financial position of the Company but may be
material to the Company's operating results for any particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the executive
officers of the Company:
Name of
Executive Officer Age Present Position with Company
- --------------------------------------------------------------------------------
Conrad D. Clement 54 President, Chief Executive Officer and Director
Jeffery A. Mason 57 Chief Financial Officer and Director
Tracy J. Clement 31 Executive Vice President and Director
Gary H. Ihrke 51 Vice President of Operations & Secretary
Eric P. Clement 28 Vice President of Sales
Steven J. Sheldon 47 Vice President of Market Development
Larry D. Clement 52 Treasurer
The term of office of each executive officer is from one annual meeting of
directors until the next annual meeting of directors or until a successor is
elected.
The business experience of the executive officers during the past five
years is as follows:
Conrad D. Clement has been the Chairman, President and Chief Executive
Officer and a director of the Company since its inception in 1988. From 1969 to
1988, Mr. Clement was the President and principal owner of several farm
equipment and agricultural businesses. Mr. Clement is also the President and
Chief Executive Officer and a shareholder of Featherlite Credit Corporation, an
affiliate of the Company ("Featherlite Credit"). Mr. Clement is the brother of
Larry D. Clement and the father of Tracy J. Clement and Eric P. Clement.
Jeffery A. Mason has been the Chief Financial Officer and Controller of the
Company since August 1989 and has been a director of the Company since June
1993. From 1969 to 1989, Mr. Mason served in various financial management
capacities with several companies, including Arthur Andersen & Co. and Carlson
Companies. Mr. Mason is a certified public accountant.
Tracy J. Clement has been Executive Vice President and a director of the
Company since 1988. Prior to 1988, Mr. Clement was a shareholder and manager of
several farm equipment and agricultural businesses with his father, Conrad D.
Clement. Mr. Clement is also an officer and shareholder of Featherlite Credit.
Gary H. Ihrke was appointed Secretary in August 1996 and Vice President of
Operations in March 1996 after service as Vice President of Manufacturing since
June 1993 and was previously a director of the Company. From January 1989 to
June 1993, Mr. Ihrke was the General Manager of the Company's Cresco, Iowa
facilities. From 1969 to 1989, he served as general manager and branch manager
of an agricultural equipment manufacturing company.
Eric P. Clement has been Vice President of Sales since March 1996 after
service as Vice President of Operations since January 1991 and was previously a
director of the Company. Prior to that time, Mr. Clement attended college and
worked part time for businesses owned by his father, Conrad D. Clement. Mr.
Clement is also an officer and shareholder of Featherlite Credit.
Steven J. Sheldon has been Vice President of Market Development since March
1996 after service as Vice President of Sales since June 1993 and was previously
a director of the Company. From 1988 to June 1993, he was the national sales
manager of the Company.
Larry D. Clement has been Treasurer of the Company since 1988 and was
previously secretary and a director of the Company. He has also been the owner
and President of several auto and truck dealerships since 1971. Mr. Clement is
the President and Secretary of Clement Auto & Truck, Inc., a FEATHERLITE(R)
dealer. Mr. Clement is the brother of Conrad D. Clement.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated herein by reference to
the section labeled "Corporate Information" and "Financial Information" which
appears in the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1997.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference to
"Selected Financial Information" which appears in the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference to
the section labeled "Management's Discussion and Analysis" which appears in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference to
the consolidated financial statements, notes thereto and Independent Auditors'
Report thereon which appear in the Company's Annual Report to Shareholders for
the fiscal year ended December 31, 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Other than "Executive Officers of the Registrant" which is set forth at the
end of Part I of this Form 10-K, the information required by Item 10 is
incorporated herein by reference to the section labeled "Election of Directors"
which appears in the Company's definitive Proxy Statement for its 1998 Annual
Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
the section labeled "Executive Compensation" which appears in the Company's
definitive Proxy Statement for its 1998 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference to
the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Company's definitive Proxy Statement for its 1998 Annual
Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference to
the section labeled "Certain Transactions" which appears in the Company's
definitive Proxy Statement for its 1998 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(1) Consolidated Financial Statements:
Page
Report of Independent Auditor *
Balance Sheets at December 31, 1997 and 1996 *
Statements of Operations for each of the years
ended December 31, 1997, 1996 and 1995 *
Statements of Cash Flows for each of the years
ended December 31, 1997, 1996 and 1995 *
Statements of Shareholders' Investment for each
of the years ended December 31, 1997, 1996 and 1995 *
Notes to Consolidated Financial Statements *
(2) Financial Statement Schedules:
None
(3) Exhibits. See Exhibit Index on page following
signatures.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed
during the last quarter of the period covered by this report.
- --------------
*Incorporated by reference to the Company's Annual Report to Shareholders for
the fiscal year ended December 31, 1997, a copy of which is included with this
Form 10-K as Exhibit 13.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) 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.
FEATHERLITE MFG., INC.
By:/s/ Conrad D. Clement
Conrad D. Clement
Date: March 20, 1998 President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes CONRAD D. CLEMENT and
TRACY J. CLEMENT his true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Annual Report on Form 10-K and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Signature Title Date
- --------------------------------------------------------------------------------
/s/ Conrad D. Clement President, Chief Executive March 20, 1998
Conrad D. Clement Officer and Director (Principal
Executive Officer)
/s/ Jeffery A. Mason Chief Financial Officer and March 20, 1998
Jeffery A. Mason Director (Principal Financial
and Accounting Officer)
/s/ Tracy J. Clement Executive Vice President and March 20, 1998
Tracy J. Clement Director
/s/ Donald R. Brattain Director March 20, 1998
Donald R. Brattain
/s/ Thomas J. Winkel Director March 20, 1998
Thomas J. Winkel
/s/ Kenneth D. Larson Director March 20, 1998
Kenneth D. Larson
/s/ John H. Thomson Director March 20, 1998
John H. Thomson
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
EXHIBIT INDEX
TO
FORM 10-K FOR FISCAL YEAR ENDED
DECEMBER 31, 1997
-------------------------
FEATHERLITE MFG., INC.
EXHIBIT
NUMBER DESCRIPTION
2.2 Agreement and Plan of reorganization dated July 1, 1996, among the
Registrant, Vantare International, Inc. and Michael Guth --
incorporated by reference to Exhibit 2 to the Company's Form 8-K
filing dated July 1, 1996*
2.3 Amendment to Agreement and Plan of Reorganization between Registrant,
Vantare International, Inc. and Michael Guth dated December 30, 1996
3.1 The Company's Articles of Incorporation, as amended -- incorporated by
reference to Exhibit 3.1 to Company's S-1 Registration Statement, Reg.
No. 33-82564*
3.2 The Company's Bylaws, as amended -- incorporated by reference to
Exhibit 3.2 to Company's S-1 Registration Statement, Reg. No.
33-82564*
4.1 Specimen Form of the Company's Common Stock Certificate --
incorporated by reference to Exhibit 4.1 to Company's S-1 Registration
Statement, Reg. No. 33-82564*
10.2**1994 Stock Option Plan, including Form of Incentive Stock Option
Agreement -- incorporated by reference to Exhibit 10.2 to Company's
S-1 Registration Statement, Reg. No. 33-82564*
10.10 Industrial New Jobs Training Agreement between the Company and
Northeast Iowa Community College -- incorporated by reference to
Exhibit 10.10 to Company's S-1 Registration Statement, Reg. No.
33-82564*
10.11 Industrial New Jobs Training Agreement between the Company and
Hawkeye Institute of Technology -- incorporated by reference to
Exhibit 10.11 to Company's S-1 Registration Statement, Reg. No.
33-82564*
10.12 Inventory Repurchase Agreement, dated September 12, 1990, between the
Company and NationsCredit Commercial Corporation (formerly Chrysler
First Commercial Corporation Limited) -- incorporated by reference to
Exhibit 10.12 to Company's S-1 Registration Statement, Reg. No.
33-82564*
10.13 Floorplan Agreement, dated March 27, 1992, between the Company and
ITT Commercial Finance Corp. -- incorporated by reference to Exhibit
10.13 to Company's S-1 Registration Statement, Reg. No. 33-82564*
10.15 Agreement, effective January 1, 1995, between the Company and Polaris
Industries, L.P. --incorporated by reference to Exhibit 10.15 to
Company's Form 10-K for the fiscal year ended December 31, 1994*
10.16 Inventory Repurchase Agreement, dated February 27, 1995, between
Featherlite Mfg., Inc. and TransAmerica Commercial Finance Corporation
-- incorporated by reference to Exhibit 10.23 to Company's Form 10-K
for the fiscal year ended December 31, 1995*
10.17 Agreement between Featherlite Mfg., Inc. and Featherlite Credit
Corporation -- incorporated by reference to Exhibit 10.2 to Company's
10-Q for the quarter ended June 30, 1996*
10.19 Agreement dated August 1, 1996 between the Company and Dolton
Aluminum. -- incorporated by reference to Exhibit 10.1 to Company's
10-Q for the quarter ended September 30, 1996*
10.20 Agreement dated August 1, 1996 between the Company and Alumax
Extrusions, Inc. -- incorporated by reference to Exhibit 10.2 to
Company's 10-Q for the quarter ended September 30, 1996*
10.21 Amended and restated Credit and Security Agreement dated December 30,
1996 between Featherlite Mfg., Inc. and Firstar Bank -- incorporated
by reference to Exhibit 10.21 to Company's 10-K for the fiscal year
ended December 31, 1996.*
10.22 Agreement for wholesale financing dated October 3, 1996 between
Deutsche Financial Services and Featherlite Mfg., Inc. -- incorporated
by reference to Exhibit 10.22 to Company's 10-K for the fiscal year
ended December 31, 1996.*
10.23**Amendment to 1994 Stock Option Plan dated May 14, 1996 --
incorporated by reference to Exhibit 10.23 to Company's 10-K for the
fiscal year ended December 31, 1996.*
10.24 Agreement dated August 26, 1996 between the Company and Reynolds
Aluminum -- incorporated by reference to Exhibit 10.24 to Company's
10-K for the fiscal year ended December 31, 1996.*
10.25 Agreement dated September 13, 1996 between the Company and Samuel
Whittar Inc. -- incorporated by reference to Exhibit 10.25 to
Company's 10-K for the fiscal year ended December 31, 1996.*
10.26 Agreement dated November 27, 1996 between the Company and Dolton
Aluminum -- incorporated by reference to Exhibit 10.26 to Company's
10-K for the fiscal year ended December 31, 1996.*
10.27 Agreement dated November 27, 1996 between the Company and Alumax
Transportation Products -- incorporated by reference to Exhibit 10.27
to Company's 10-K for the fiscal year ended December 31, 1996.*
10.28 First Amendment to Amended and Restated Credit and Security Agreement
-- incorporated by reference to Exhibit 10.1 to Company's 10-Q for the
quarter ended June 30, 1997.*
10.29 Second Amendment to Amended and Restated Credit and Security
Agreement-- incorporated by reference to Exhibit 10.1 to Company's
10-Q for the quarter ended September 30, 1997.*
10.30 Agreement dated October 16, 1997 with Tifton Aluminum Company, Inc.
-- incorporated by reference to Exhibit 10.2 to Company's 10-Q for the
quarter ended September 30, 1997.*
10.31 Agreement dated October 15, 1997 with EASCO Aluminum, Dolton Works--
incorporated by reference to Exhibit 10.3 to Company's 10-Q for the
quarter ended September 30, 1997.*
10.32 Agreement dated October 22, 1997 with Alumax Transportation
Products-- incorporated by reference to Exhibit 10.4 to Company's 10-Q
for the quarter ended September 30, 1997.*
13 Portions of annual report to shareholders for the fiscal year ended
December 31, 1997 incorporated as reference in this Form 10-K
21 Subsidiaries of the Company:
State of
Name Incorporation
------------------------------------------------------
Featherlite Aviation Company Minnesota
23 Consent of Independent Auditors
24 Powers of Attorney of directors-- included under the "Signatures"
section of this Form 10-K
27 Financial Data Schedule (filed in electronic format only)
- ----------------
*Incorporated by reference to a previously filed document or report (File
#0-24804, unless otherwise indicated).
**Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form 10-K.