Wednesday, August 02, 2006



Steve Bibler
RV Business
Friday, July 28, 2006

The merger of Featherlite Inc. with a subsidiary of Universal Trailer Holdings Corp. will form “the nation’s premier trailer company” which will be “more than twice as big as the nearest competitor,” according to executives.

Conrad Clement, CEO of Featherlite, and Tom Frey, CEO of Cincinnati, Ohio-based Universal Trailer, speaking during a brief press conference Thursday (July 27), expanded upon their planned merger announced earlier in the day.

Featherlite said shareholders will receive $6.50 in cash per share, which represents a 52.9% premium over Wednesday’s closing price. The purchase price is approximately $108.6 million with Universal Trailer assuming $29.1 million in debt. The news boosted shares of Featherlite Thursday, up $2.08 to $6.33 at the close of trading.

“Universal has a larger pool of financial resources which will help take Featherlite to the next level and beyond,” said Clement, who took over the Cresco, Iowa, company in 1988 and helped it become the leading manufacturer of aluminum specialty trailers. “We are opening the door to further advance the Featherlite company and its employees.”

The company also makes luxury motorcoaches under the brand names Featherlite Vantare and Featherlite Luxury Coaches at a plant in Sanford, Fla. Upon completion of the merger, Clement and his son along with Bulk Resources Inc., a 10% owner of Featherlite Inc., will buy all the assets of Featherlite’s motorcoach division. The purchase price was not disclosed. The new company, Featherlite Coaches Inc., will continue to manufacture luxury motorcoaches at the 73,000-square-foot facility in Florida.

Frey said the merger “creates an outstanding platform for growth, which this merger is all about – people, brand and growth.”

The specialty trailer industry is diverse with as many as 500 different manufacturers. Approximately 30 firms manufacture aluminum trailers.

Featherlite’s primary trailer types are horse, livestock, utility recreational, commercial and car trailers as well as race car and specialty transporters, including mobile marketing, mobile office, mobile classroom, vending and command centers.

Units are built in Iowa and sold through a network of 220 dealers in North America. Retail prices for the company’s aluminum model trailers range from approximately $1,200 for the least expensive utility trailer to over $300,000 for a custom built race car transporter and hospitality trailer. Specialty custom transporters with slideouts may sell for $1 million or more.

Universal Trailer is a very decentralized company with some 1,300 employees nationwide but just seven in its corporate headquarters in Cincinnati, Frey said. It is the leading specialty trailer manufacturer and sells under several brands including Haulmark, Exiss, Sooner and Miley.

Frey said Featherlite operations in Cresco and Shenandoah, Iowa, will be retained. Featherlite employs approximately 1,300 workers, including 1,200 in production in Iowa and Florida. Only three members of the management team will not remain with the newly merged company, Clement said: himself, his son, Tracy, who is the executive vice president, and Jeff Mason, chief operating office, who earlier announced his retirement.

Clement, who already splits his year between Iowa and Florida, and his son will run the newly formed motorcoach business in Florida. Conrad Clement’s other son, Eric, who is vice president and general manager, will remain with the newly merged company in Iowa.

Featherlite is a closely held pubic company with Clement, his two sons and brother owning more than 55% of the outstanding shares. Featherlite derives more than 75% of its revenue from end users in motorsports and leisure and entertainment categories, which also includes equestrian events, and has a strong position in the livestock trailer market.

Net sales for the quarter ending March 31 were $50.4 million, with $20.6 million in motorcoaches. Featherlite reported net income of $2.25 million. The trailer segment reported net income of $3.1 million, while the motorcoach segment reported a loss of $114,000. Featherlite anticipates announcing its second quarter results next Monday.

Earlier this month, Featherlite introduced the $2.5 million Vantare Platinum Plus, calling it “the most expensive coach” on the RV market today. Featherlite sells its motorcoaches directly to the public at sales and service centers in Cresco, Pryor, Okla., Sanford and Mocksville, N.C.

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