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Fleetwood Reports Third Quarter and Nine-Month Results

    RIVERSIDE, Calif., March 1 Fleetwood Enterprises, Inc.
, the nation's largest manufacturer of recreational vehicles and a
leading producer and retailer of manufactured housing, today announced results
for the third quarter and nine months ended January 28, 2001.  The Company
reported a third quarter net loss of $205.0 million or $6.26 per diluted
share, which included a non-cash charge of $4.86 per share for goodwill
impairment and 21 cents per share for other non-recurring charges.  The loss
also reflects significantly reduced sales volume in both of the Company's core
businesses.  The Company earned a profit of $15.9 million or 48 cents per
diluted share in last year's third quarter.

    Fleetwood's President and Chief Operating Officer, Nelson W. Potter,
commented on the non-cash charges: "Conditions in the manufactured housing
market have been in a state of decline for the past two years, but have
deteriorated further in recent months.  This has prompted us to downsize our
retail housing operations and to take a third quarter charge to reduce the
value of goodwill related to prior acquisitions of retail businesses.  In
addition, we have closed 13 housing manufacturing operations over the past
18 months, three of which occurred during the third quarter."

    For the first nine months of fiscal 2001, the Company incurred a net loss
of $239.5 million or $7.31 per diluted share.  This compares with a profit of
$72.1 million or $2.04 per diluted share for the corresponding period in the
prior year.  Current year results were adversely affected by non-recurring
restructuring and asset impairment charges totaling $5.40 per diluted share,
which included the goodwill impairment charge, as well as other charges
related to the closing of manufacturing and retail operations and other
downsizing initiatives.  Also in the current year, the Company recorded a
one-time cumulative charge to earnings of $11.2 million after taxes or
34 cents per diluted share, which was related to a change in accounting for
retail housing credit sales.

    Consolidated revenues for the third quarter totaled $510 million, down
40 percent from the record $852 million in last year's third quarter.
Nine-month revenues fell 30 percent to $1.96 billion from a record
$2.82 billion recorded in the similar period last year.

    "Revenues were down sharply in the third quarter for both recreational
vehicles and manufactured housing," Potter said.  "Recreational vehicle sales
in the third quarter declined 42 percent to $251 million from a record
$434 million in last year's comparable quarter, with all three Fleetwood RV
divisions posting lower sales.  This resulted in an operating loss for the RV
group.  We believe the market slowdown is mainly attributable to declining
consumer confidence, concerns about the slowing economy, higher interest rates
and fuel prices.  The market for RV products has proven to be very resilient
in the past, which gives us reason to be optimistic about improved results for
the Company as general economic concerns abate," Potter said.

    Within the RV group, motor home sales for the quarter declined to
$148 million from a record $274 million last year.  In the towable category,
travel trailer and folding trailer sales declined to $78 million and
$25 million, respectively, compared to $134 million and $26 million in the
prior year.

    Nine-month RV sales were off 35 percent to $921 million compared to last
year's record $1.42 billion.  Motor home revenues fell to $492 million versus
$891 million last year.  Travel trailer sales declined to $344 million from
$433 million a year ago, while folding trailer revenues eased to $85 million
from last year's $92 million.

    Manufactured housing revenues in the third quarter fell 38 percent to
$252 million from $407 million last year.  Housing revenues included
$130 million of wholesale factory sales and $122 million of retail sales from
Company-owned sales centers.  This compares with $262 million and
$145 million, respectively, last year.  Gross manufacturing revenues declined
to $183 million from $341 million last year, and included $53 million of
intercompany sales to Company-owned stores.  Manufacturing unit volume was off
51 percent to 6,833 homes and homes sold at Fleetwood retail stores dropped
22 percent to 2,774.

    "Our housing manufacturing operations were profitable in the third
quarter, despite very challenging market conditions," Potter said.  "We were
able to partially offset the effect of lower volume by slightly improving
gross margins and by sharply reducing operating costs."

    "We have been taking strong steps to adjust our manufacturing and retail
capacities and to cut costs throughout the organization," Potter continued.
"We have reduced our Company-wide employment base by approximately 5,500 or
28 percent since its peak in October 1999.  We believe our downsizing and cost
reduction moves will serve us well in the quarters ahead.  Despite these
actions, it is not likely in the current operating environment that we will be
profitable in the fourth quarter.  Also, we will incur some further charges
for restructuring and downsizing initiatives in the final quarter."

    As a consequence of the Company's operating results and non-cash charges
during the third fiscal quarter, the Company is in violation of certain
financial covenants in the agreement governing $80 million of unsecured notes
with the Prudential Insurance Company of America.  The Company is current as
to all interest and principal payments due under the Prudential notes, but the
terms of the agreement provide that defaults allow Prudential to accelerate
the notes or exercise other remedies.  An uncured default under the Prudential
agreement may result in a default under other debt agreements, including
approximately $100 million of secured financing on inventory at the Company's
retail sales centers.  The Company is currently in discussions with Prudential
regarding a possible waiver of the covenant violations or an amendment that
would eliminate any default.  No assurance can be given, however, that the
Company will reach an agreement on satisfactory terms with Prudential.

    

                           FLEETWOOD ENTERPRISES, INC.
                        Consolidated Summaries of Earnings
                                   (Unaudited)

    (Amounts in thousands
     except per share data)              13 Weeks            13 Weeks
                                           Ended               Ended
                                      Jan. 28, 2001        Jan. 30, 2000

    Sales                                $510,199            $852,265

    Operating income (loss)
     before non-recurring items          $(56,136)            $32,717

    Pre-tax non-recurring items:
      Goodwill impairment charges        (163,231)                 --
      Other non-recurring items           (10,851)                 --

    Operating income (loss)             $(230,218)            $32,717

    Income (loss) before
     income taxes                       $(235,457)            $27,466

    Benefit (provision)
     for income taxes                      30,499             (11,564)

    Income (loss) before
     cumulative effect of
     accounting change                   (204,958)             15,902

    Cumulative effect of
     accounting change,
     net of taxes                              --                  --

    Net income (loss) for
     basic earnings per share            (204,958)             15,902

    Effect of dilutive
     preferred securities (Note)               --               2,784

    Net income (loss) for
     diluted earnings
     per share                          $(204,958)            $18,686

    Earnings (loss) per share:      Basic     Diluted       Basic    Diluted
      Income (loss) before
       cumulative effect
       of accounting change         $(6.26)    $(6.26)      $.49       $.48
      Cumulative effect of
       accounting change,
       net of taxes                     --         --         --         --

    Net income (loss) per share     $(6.26)    $(6.26)      $.49       $.48

    Weighted average
     Common shares:
        Basic                              32,755              32,724
        Diluted (Note)                     32,755              38,653

    Note:  The distribution on preferred securities in fiscal 2001 is
           anti-dilutive and is therefore not added back to basic earnings
           in computing dilutive earnings (loss) per share.


                           FLEETWOOD ENTERPRISES, INC.
                        Consolidated Summaries of Earnings
                                   (Unaudited)

    (Amounts in thousands
     except per share data)             39 Weeks            40 Weeks
                                          Ended               Ended
                                      Jan. 28, 2001       Jan. 30, 2000

    Sales                              $1,962,484          $2,819,082

    Operating income (loss)
     before non-recurring items          $(56,776)           $137,415

    Pre-tax non-recurring items:
      Goodwill impairment charges        (163,231)                 --
      Other non-recurring items           (28,253)                 --

    Operating income (loss)             $(248,260)           $137,415

    Income (loss) before
     income taxes                       $(269,518)           $123,021

    Benefit (provision)
     for income taxes                      41,209             (50,967)

    Income (loss) before
     cumulative effect of
     accounting change                   (228,309)             72,054

    Cumulative effect of
     accounting change,
     net of taxes                         (11,176)                 --

    Net income (loss) for
     basic earnings per share            (239,485)             72,054

    Effect of dilutive
     preferred securities (Note)               --               8,352

    Net income (loss)
     for diluted earnings
     per share                          $(239,485)            $80,406

    Earnings (loss) per share:      Basic     Diluted      Basic    Diluted
      Income (loss) before
       cumulative effect of
       accounting change          $(6.97)     $(6.97)      $2.16      $2.04
      Cumulative effect of
       accounting change,
       net of taxes                 (.34)       (.34)         --         --

    Net income (loss) per share   $(7.31)     $(7.31)      $2.16      $2.04

    Weighted average
     Common shares:
        Basic                              32,755              33,404
        Diluted (Note)                     32,755              39,355

    Note:  The distribution on preferred securities in fiscal 2001 is
           anti-dilutive and is therefore not added back to basic earnings
           in computing dilutive earnings (loss) per share.


                           Fleetwood Enterprises, Inc.

                  Business Segment and Unit Shipment Information

                              13 Weeks    13 Weeks    39 Weeks     40 Weeks
                               Ended        Ended       Ended        Ended
                              Jan. 28,     Jan. 30,    Jan. 28,     Jan. 30,
    (Dollars in thousands)      2001        2000        2001         2000

    OPERATING REVENUES:

    Manufactured housing
     - Manufacturing         $182,637     $341,352    $757,951   $1,136,419
       Retail                 121,554      145,044     458,670      465,013
       Less intercompany      (52,483)     (79,484)   (199,012)    (235,918)

                              251,708      406,912   1,017,609    1,365,514

    Recreational vehicles     251,306      434,124     920,542    1,415,823
    Supply operations           7,185       11,229      24,333       37,745

                             $510,199     $852,265  $1,962,484   $2,819,082

    OPERATING INCOME (LOSS) BEFORE NON-RECURRING ITEMS:

    Manufactured housing*      $8,043      $15,538     $32,764      $56,920
    Housing - retail**        (25,264)      (1,406)    (34,504)       8,317
    Recreational vehicles     (29,718)      20,391     (39,736)      80,419
    Supply operations             793        4,445       5,109       15,814
    Corporate and other        (9,990)      (6,251)    (20,409)     (24,055)

                             $(56,136)     $32,717    $(56,776)    $137,415

    UNITS SOLD:

    Manufactured housing
     - Factory shipments        6,833       14,030      29,272       46,597
       Retail sales             2,774        3,569      10,521       11,238
       Less intercompany       (1,900)      (3,350)     (7,463)      (9,271)

                                7,707       14,249      32,330       48,564

    Recreational vehicles
     - Motor homes              1,751        3,489       6,117       11,915
       Travel trailers          5,914        9,433      25,148       30,918
       Folding trailers         4,509        4,828      14,584       16,354

                               12,174       17,750      45,849       59,187

    *   After deduction (addition) for intercompany profit in inventory
        as follows: FY 2001: $(35) QTD and $449 YTD; FY 2000: $4,873 QTD
        and $10,891 YTD.

    **  Operating income before deduction of interest expense on inventory
        floor plan financing as follows: FY 2001: $2,940 QTD and $9,381 YTD;
        FY 2000: $2,752 QTD and $8,440 YTD.