ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Thor Industries, Inc. ("Thor"), founded in 1980, produces and sells a wide range
of recreation vehicles and small and mid-size buses in the United States and
Canada.
The Company's principal operating subsidiaries are Airstream, Inc.
("Airstream"); Dutchmen Manufacturing, Inc. ("Dutchmen"); Four Winds
International, Inc. ("Four Winds"); Thor America, Inc. ("Thor America"); Thor
Industries West, Inc. ("Thor West"); Komfort Corp. ("Komfort"); Thor Indiana,
Inc. ("Thor Indiana"); Aero Manufacturing, Inc. ("Aero"); Citair, Inc.
("Citair"); Thor California, Inc. ("Thor California"); ElDorado National Kansas,
Inc. ("ElDorado Kansas"); ElDorado National California, Inc. ("ElDorado
California") and ElDorado National Michigan, Inc. ("ElDorado Michigan").
The Company, a Delaware corporation, is the successor to a corporation of the
same name which was incorporated in Nevada on July 29, 1980. Its principal
executive office is located at 419 West Pike Street, Jackson Center, Ohio 45334,
and its telephone number is (937) 596-6849.
RECREATIONAL VEHICLES
AIRSTREAM
Airstream manufactures and sells premium and medium-high priced travel trailers
and motorhomes under the trade names "Airstream Classic," "Land Yacht," and
"Cutter." Airstream Classic vehicles are distinguished by their rounded shape
and bright aluminum finish and, in management's judgment, constitute the most
recognized product in the industry. Airstream, responding to the demands of the
market for a lighter, lower-cost product, also manufactures and sells the
Airstream "Safari" travel trailer.
DUTCHMEN
Dutchmen manufactures and sells conventional travel trailers and fifth wheels
under the trade names "Dutchmen" and "Four Winds." It has become one of the
largest-selling brands in the U. S. due to its reputation for a quality product
sold at a lower price. Dutchmen also manufactures folding camping trailers,
which it sells under the "Dutchmen" and "Skamper" trade names.
AERO
Aero Manufacturing manufactures and sells lightweight, European-styled travel
trailers designed for towing behind cars, mini vans and sport utility vehicles.
FOUR WINDS
Four Winds manufactures and sells conventional Class C and Class A motorhomes.
Its products are sold under the "Four Winds," "Hurricane," "Infinity,"
"WindSport," "Dutchmen" and "Chateau" trade names.
THOR AMERICA
Thor America (formerly Thor Pennsylvania) manufactures and sells moderate and
lower-priced travel trailers and fifth wheels under the trade names "Citation,"
"Chateau," and "Prism."
THOR INDIANA
Thor Indiana manufactures and sells laminated fifth wheels and travel trailers
under the brand names "Signature," "Park Avenue" and "Fifth Avenue" in Bristol,
IN.
THOR WEST Thor West manufactures and sells moderately-priced Class A motorhomes
under the trade names "Pinnacle" and "Residency," and "TravelEze" fifth wheels
in Ontario, CA.
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ITEM 1. BUSINESS (CONTINUED)
CITAIR
Citair is one of the largest Canadian producers of moderately-priced travel
trailers, fifth wheels, Class C motorhomes and truck campers. It operates under
the name "General Coach" and sells under the trade names "Citation" and
"Corsair." Its manufacturing facilities are located in Hensall, Ontario, and
Oliver, B.C.
KOMFORT
Komfort manufacturers and sells travel trailers and fifth wheels and sells
primarily in the western U. S. and western Canada.
THOR CALIFORNIA
Thor California manufacturers and sells conventional travel trailers and fifth
wheels under the brand names "Wanderer" and "Tahoe" primarily in the western
United States.
BUSES
ELDORADO NATIONAL
ElDorado National is a manufacturer of small and mid-size buses for transit,
airport car rental and hotel/motel shuttles, paramedical transit for hospitals
and nursing homes, tour and charter operations, and other uses.
Management believes that ElDorado National is the largest manufacturer of small
and mid-size commercial buses in North America. The Company builds buses under
model names such as "Aerotech," "Escort," "MST," "ELF," "Transmark," and "EZ
Rider." Its plants are located in Salina, KS, Chino, CA and Brown City, MI.
PRODUCT LINE SALES SEGMENT
The table below sets forth the contribution of each of the Company's product
lines to net sales in each of the last three years.
1997 1996 1995
---- ---- ----
($000)
Amount % Amount % Amount %
----------------------------------------------------------------------
Recreation vehicles $485,010 78 $ 495,991 82 $ 468,999 83
Buses 139,425 22 106,087 18 93,682 17
----------------------------------------------------------------------
Total Net Sales $624,435 100 $ 602,078 100 $ 562,681 100
======================================================================
Further information concerning business segments is included in Note K of the
Notes to the Consolidated Financial Statements.
RECREATIONAL VEHICLES:
The Company manufactures and sells a wide variety of RVs throughout the United
States and Canada, as well as related parts and accessories. The Company also
manufactures axles.
RV classifications are based upon standards established by the Recreation
Vehicle Industry Association ("RVIA"). The principal types of RVs produced by
the Company include conventional travel trailers, fifth wheels, fold-down
camping trailers, Class A, Class B, and Class C motorhomes.
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ITEM 1. BUSINESS (CONTINUED)
Travel trailers are non-motorized vehicles which are designed to be towed by
passenger automobiles, pickup trucks or vans. Travel trailers provide
comfortable, self-contained living facilities for short periods of time. The
Company produces "conventional," "fifth wheel" and "fold-down" travel trailers.
Conventional and fold-down camping trailers are towed by means of a frame hitch
attached to the towing vehicle. Fifth wheel trailers, designed to be towed by
pickup trucks, are constructed with a raised forward section that is attached to
the bed area of the pickup truck.
A motorhome is a self-powered vehicle built on a motor vehicle chassis. The
interior typically includes a driver's area, kitchen, bathroom, and dining and
sleeping areas. Motorhomes are self-contained with their own lighting, heating,
cooking, refrigeration, sewage holding and water storage facilities, so that
they can be lived in without being attached to utilities. Although they are not
designed for permanent or semi-permanent living, RVs do provide comfortable
living facilities for short periods of time.
Class A motorhomes, constructed on medium-duty truck chassis, are supplied
complete with engine and drive train components by motor vehicle manufacturers
such as General Motors, Ford or Freightliner. The living area and driver's
compartment are designed, manufactured, and installed by the Company.
Conventional Class C motorhomes are built on a Ford, General Motors, and
Navistar small truck or van chassis which includes an engine, drive train
components, and a finished cab section. The Company constructs a living area
which has access to the driver's compartment and attaches it to the cab. The
Company also produces a small number of Class B motorhomes which are
self-contained, converted vans.
Management believes its products are competitive, both in terms of price and
quality, with those of its competitors in each category of the RV market.
PRODUCTION. In order to minimize finished inventory, the Company's RVs generally
are produced to order. The Company's facilities are designed to provide
efficient assembly line manufacturing of its products. The Company believes that
its production facilities are sufficient for its current production levels.
Capacity increases can be achieved at relatively low cost, largely by increasing
the number of production employees, adding additional shifts, or acquiring
additional facilities.
The Company purchases in finished form many of the components used in the
production of RVs. The principal raw materials used in the manufacturing
processes for motorhomes and travel trailers are aluminum, lumber, plywood,
plastic, fiberglass, and steel purchased from numerous suppliers.The Company
believes that, except for chassis, substitute sources for raw materials and
components are available with no material impact on the Company's operations.
The Company is able to obtain the benefit of volume price discounts for many of
its purchases of raw materials and components by centralized purchasing.
Generally, all of the Company's operating subsidiaries introduce new or improved
lines or models of RVs each year. Changes typically include new sizes and
floorplans, different decors or design features, and engineering improvements.
AXLES. The Company's subsidiary, Henschen Corp. ("Henschen"), fabricates rubber
torsion axles for use in a wide range of recreation, industrial, and
agricultural vehicles.
SEASONALITY. Since RVs are used primarily by vacationers and campers, the
Company's sales of its RVs are seasonal and, in most geographical areas, tend to
be significantly lower during the winter months than in other periods. As a
result, sales of RVs historically are lowest during the Company's second fiscal
quarter, which ends January 31.
MARKETING AND DISTRIBUTION. The Company markets its RVs through independent
dealers located throughout the U.S. and Canada. Each of the Company's RV
subsidiaries maintains its own dealer organization, with few dealers carrying
more than one product line offered by the Company. Presently there are
approximately 800 dealers carrying the Company's products in the U.S. and
Canada. The Company believes that close working relationships between its
management personnel and the many
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ITEM 1. BUSINESS (CONTINUED)
independent dealers provide the Company with valuable information on customer
preferences and the quality and marketability of the Company's products.
Additionally, by maintaining substantially separate dealer networks for each of
its subsidiaries, the Company's products are more likely to be competing against
competitor's products in similar price ranges rather than the Company's other
products.
Each of the Company's operating subsidiaries has an independent sales
force to call on its dealers. The Company's most important sales promotions
occur at the major RV shows for dealers which take place throughout the year at
different locations across the country. The Company benefits from the RV
awareness advertising and major marketing programs geared towards first-time
buyers sponsored by RVIA in national print media and television. The Company
engages in a limited amount of consumer-oriented advertising for its RVs,
primarily through industry magazines, the distribution of product brochures, and
direct mail advertising campaigns.
In its selection of dealers, the Company emphasizes the individual dealer's
financial strength to maintain a sufficient inventory of the Company's products,
as well as its reputation, experience, and ability to provide service. Many of
the Company's dealers carry one or more competitor's line of RVs. Each operating
company has sales agreements with its dealers and these agreements are subject
to annual review. No single dealer accounted for more than 5% of the Company's
consolidated net sales of RVs during the year.
Substantially all of the Company's sales to dealers are made on terms requiring
cash on delivery or within 10 days thereafter. The Company generally does not
finance dealer purchases. Most dealers are financed on a "floorplan" basis by a
bank or finance company which lends the dealer all or substantially all of the
wholesale purchase price and retains a security interest in the vehicles
purchased. As is customary in the RV industry, upon the request of a lending
institution financing a dealer's purchase of the Company's products and after
completion of a credit investigation of the dealer involved, the Company will
execute a repurchase agreement. Repurchase agreements provide that, for up to 12
months after a unit is financed and in the event of default by the dealer, the
Company will repurchase the unit repossessed by the financing institution for
the amount then due, which is usually less than 100% of dealer's cost. The risk
of loss under repurchase agreements is spread over numerous dealers and is
further reduced by the high resale value of the units which the Company would be
required to repurchase. In the Company's experience, losses under repurchase
agreements have not been significant and management believes any future losses
under the agreements would not have a material adverse effect on the Company.
Thor entered the retail recreation vehicle financing business in March, 1994.
Thor Credit Corporation is a captive finance company owned by Thor Industries
and Deutsche Financial Services, a major national financial institution engaged
in recreation vehicle financing.
In March 1996, Thor and Cruise America, Inc. formed a joint venture, CAT Joint
Venture LLC, to make short-term rentals of motorized vehicles to the public.
WARRANTIES. The Company currently provides retail purchasers of its RVs with a
standard limited warranty for one year against defects in materials and
workmanship, and two years on certain major components separately warranted by
the suppliers. Certain components, such as the chassis and engines of the
Company's motorhomes, are warranted by their manufacturers for periods specified
by those manufacturers. The Company's subsidiaries also offer at least a
two-year structural warranty. Henschen warrants its axles for five years from
date of purchase.
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ITEM 1. BUSINESS (CONTINUED)
BUSES:
The Company's line of small and mid-size buses are sold under the name ElDorado
National. Its trade names include "Aerotech," "Escort FE," "Escort RE," "ELF,"
"Transmark," "MST" and "EZ Rider." The Company's line of mid-size buses consists
of airport shuttle buses, intra- and inter-urban mass transportation buses, and
buses for tourist uses.
PRODUCTION. The Company's production facilities in Salina, Kansas; Chino,
California; and Brown City, Michigan, are designed to provide efficient assembly
line manufacturing of its bus products. The vehicles are produced according to
specific orders which are normally obtained by dealers.
Some of the chassis, all of the engines and auxiliary units, and some of the
seating and other components used in the production of buses are purchased in
finished form. The Chino, California, facility assembles chassis for its rear
engine buses from industry standard components and assembles the buses directly
on the chassis.
The principal raw materials used in the manufacturing of buses are fiberglass,
steel, aluminum, plywood, and plastic. Most of the raw materials and components
needed are purchased from numerous suppliers. The Company purchases most of its
bus chassis from Ford and General Motors and most of its engines from Cummins.
The Company believes that, except for chassis, raw materials and components
could be purchased from other sources, if necessary, with no material impact on
the Company's operations.
MARKETING AND DISTRIBUTION. The Company markets its product line through a
network of 39 independent dealers in the United States and Canada. The Company
selects distributors using criteria similar to those used in selecting RV
dealers. During fiscal 1997, no single dealer accounted for more than 10% of the
Company's net bus revenue. The Company also sells its buses directly to certain
national accounts such as major rental car companies, hotel chains, and transit
authorities.
Terms of sale are typically cash on delivery or through national floorplan
financing institutions. Sales to some state transportation agencies and other
government agencies may be on longer terms.
WARRANTIES. The Company currently provides purchasers of its buses with a
limited warranty for one year or 12,000 miles against defects in materials and
workmanship, excluding only certain specified components which are warranted
separately by suppliers. The Company provides a five-year or 75,000 mile
warranty on the Company-assembled body structure of its "Aerotech" buses.
Chassis and engines are warranted for one year or 12,000 miles by their
manufacturers.
REGULATION
The Company is subject to the provisions of the National Traffic and Motor
Vehicle Safety Act and the safety standards for bus, RVs, and components, which
have been promulgated thereunder by the Department of Transportation. Because of
its sales in Canada, the Company is also governed by similar laws and
regulations issued by the Canadian Government.
The Company is a member of RVIA, a voluntary association of RV manufacturers
which promulgates RV safety standards. The Company places an RVIA seal on each
of its RVs to certify that such standards have been met.
Both federal and state authorities have various environmental control standards
relating to air, water, and noise pollution which affect the business and
operation of the Company. For example, these standards, which are generally
applicable to all companies, control the Company's choice of paints, discharge
of air compressor waste water, and noise emitted by factories. The Company
relies upon certifications obtained by chassis manufacturers with respect to
compliance by the Company's vehicles with all applicable emission control
standards.
The Company is also subject to the regulations promulgated by the
Occupational Safety and Health Administration ("OSHA"). The Company's plants are
periodically inspected by federal agencies concerned with health and safety in
the work place, and by RVIA, to ensure that the Company's products comply with
applicable governmental and industry standards.
The Company believes that its products and facilities comply in all material
respects with applicable vehicle safety, environmental, RVIA, and OSHA
regulations.
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ITEM 1. BUSINESS (CONTINUED)
COMPETITION
The RV industry is characterized by relative ease of entry, although the codes,
standards, and safety requirements introduced in recent years are a deterrent to
new competitors. The need to develop an effective dealer network also acts as a
barrier to entry. The RV market is intensely competitive with a number of other
manufacturers selling products which compete directly with those of the Company.
Competition in the industry is based upon price, design, value, quality, and
service. The Company believes that the quality, design, and price of its
products and the warranty coverage and service it provides is such that its
products compete favorably for retail purchasers. The Company estimates that it
is the second largest R.V. manufacturer.
The Company estimates that it has a 25% market share of the U.S. and Canadian
small and mid-size bus market. Other competitors offer lines of buses which
compete with all of the Company's products. Price, quality, and delivery are the
primary competitive factors. As with its RVs, the Company believes that the
quality, design, and price of its products, the warranty coverage and service it
provides, and the loyalty of its customers is such that its products compare
favorably with similarly priced products of its competitors.
TRADE NAMES AND PATENTS
The Company has registered United States and Canadian trade names or licenses
under the trade names of others, covering the principal trade names and model
lines under which its products are marketed. The Company is not dependent upon
any patents or technology licenses in the conduct of its business.
EMPLOYEE RELATIONS
At July 31, 1997, the Company had approximately 2,732 employees in the United
States and 202 in Canada. Of these 2,934 employees, 311 are salaried. Citair's
and Thor America's approximately 301 hourly employees are currently represented
by certified labor organizations. Citair's and Thor America's current labor
agreements covering their operations expire at various times between September
1997 and August 1999. The Company's employees at other facilities are not
represented by certified labor organizations. The Company believes it maintains
a good working relationship with its employees. The Company has had no work
stoppage and continues to negotiate its expired labor contract at one of its
Canadian operations.
RESEARCH AND DEVELOPMENT
During the fiscal years 1997, 1996, and 1995, the Company spent approximately
$768,000, $881,000 and $1,127,000 respectively, on research and development
activities.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES
Canadian sales from operations in Canada and export sales to Canada from United
States operations amounted to approximately 4% and 7%, respectively, of the
Company's total net sales to unaffiliated customers in fiscal year 1997.
Further information concerning foreign operations is shown in Note K of the
Notes to Consolidated Financial Statements.
FORWARD LOOKING STATEMENTS
This annual report includes "forward looking statements" that involve
uncertainties and risks. There can be no assurance that actual results will not
differ from the Company's expectations. Factors which could cause materially
different results include, among others, the success of new product
introductions, the pace of acquisitions and cost structure improvements,
competitive and general economic conditions, and the other risks set forth in
the Company's filings with the Securities and Exchange Commission.
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