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Fleetwood RV Reports Results for Third Quarter and First Nine Months

RIVERSIDE, Calif., Feb. 28 /PRNewswire-FirstCall/ -- 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 27, 2002. The Company reported a third quarter net loss of $17.3 million. As the result of the required accounting treatment for the after-tax gain on its recent exchange transaction of convertible trust preferred securities, the Company reported positive earnings of $0.31 per diluted share. The Company lost $205.0 million or $6.26 per diluted share in last year's third quarter, which included a non-cash charge of $163.2 million, or $4.86 per share, for goodwill impairment and $10.9 million, or 21 cents per share, for other non-recurring charges.

``Our quarterly revenues were up slightly on a year-over-year basis, and our gross margins improved significantly across all product lines from last year's third quarter,'' David Engelman, interim president and CEO, commented. ``However, despite improvement in most of our business segments, we continued to wrestle this quarter with some of the challenges we have faced throughout the past fiscal year.''

For the first nine months of fiscal 2002, the Company incurred a net loss of $40.8 million compared with a loss of $239.5 million in the prior year. The year-to-date earnings per share for fiscal 2002 were also affected by the required accounting treatment of the Company's recent securities exchange offer. As a result, the Company reported a year-to-date loss of $0.34 per diluted share compared with a loss of $7.31 per diluted share, including $5.40 per share in non-recurring charges, for the first nine months of the prior year.

In the exchange offer, Fleetwood exchanged new 9.5% convertible trust preferred securities with a liquidation value of $37.95 million for 6% convertible trust preferred securities with a liquidation value of $86.25 million. The $29.4 million after-tax difference between the liquidation values of the two securities is not reported on the income statement but does increase shareholders' equity, and is therefore treated as additional earnings attributable to Common shareholders in calculating earnings per share.

Consolidated revenues for the third quarter totaled $522.4 million, up 1 percent from $514.8 million in the third quarter of fiscal 2001. Nine-month revenues were down 16 percent to $1.68 billion from $1.98 billion for the same period last year.

Manufactured housing revenues in the third quarter declined 8 percent to $235.9 million from $257.1 million last year. Housing revenues included $163.1 million of wholesale factory sales to independent retailers and $72.8 million of retail sales from Company-operated sales centers. This compares with $135.6 million and $121.5 million, respectively, last year. Gross manufacturing revenues rose 6 percent to $202.1 million from $190.6 million last year, and included $39.0 million of intercompany sales to Company-owned stores. Manufacturing unit volume was up 4 percent to 7,075 homes while homes sold at the reduced number of Fleetwood retail stores dropped 41 percent to 1,650.

For the first nine months of the fiscal year, manufactured housing revenues were down 22 percent to $811.5 million from $1.04 billion in the prior year. Revenues included $542.5 million of wholesale factory sales to independent retailers and $269.0 million of sales to Company-operated stores, down from $583.6 million and $458.7 million respectively last year. Gross manufacturing revenues, including intercompany sales, were $658.4 million this year compared with $792.4 million last year. Unit shipments from manufacturing plants declined 20 percent to 23,547, while Fleetwood retail store sales dropped by 38 percent to 6,508.

Manufacturing profit in the Housing Group, before intercompany profit in inventory, was $2.7 million during the quarter, down 65 percent from $7.7 million in the prior year. The retail division lost $9.6 million compared with a loss of $35.8 million last year, which included $10.6 million of non-recurring, non-cash charges. Retail sales were down 40 percent to $72.9 million, largely due to a similar percentage decrease in the number of stores.

For the year to date, the Housing Group's manufacturing division contributed $45.0 million, excluding non-recurring charges, to operating income, which was a 37 percent increase from the prior first nine months. The retail division lost $30.6 million compared with $34.5 million last year.

``While gross profits were up due to selling price increases and operating efficiencies, overall profitability in our Housing Group for the third quarter was adversely affected by asset impairment charges of $3.5 million on two closed plants, as well as increased warranty and service costs,'' Engelman said. ``Also, the consumer finance environment continues to be problematic. Not only are lenders restricting the amount of funds that they devote to this business, but two significant participants announced this quarter that they were no longer going to be providing manufactured housing loans.''

Quarterly revenues in the RV Group were up 11 percent to $278.3 million from $250.4 million. The Company experienced an increase in motor home and travel trailer orders during and immediately after the industry trade show in late November. As a result, motor home sales for the third quarter increased 25 percent from last year to $184 million. In the towable category, despite increased orders resulting from the trade show, travel trailer sales ended the quarter at $68 million, down 12 percent from the prior year, and folding trailer sales stayed approximately even at $26 million.

Nine-month RV sales were off 8 percent to $841.5 million compared with last year's $917.2 million. Motor home revenues rose slightly to $489 million versus $482 million last year. Travel trailer sales declined to $268 million from $347 million a year ago, while folding trailer revenues dropped slightly to $84 million from last year's $88 million.

Overall, the RV Group lost $9.2 million for the quarter, compared with a loss of $29.7 million last year. For the year to date, RVs lost $36.0 million compared with $39.7 million for the first nine months of fiscal 2001.

``Our RV Group's results were mixed,'' Engelman said. ``We were pleased with the performance of the motor home division, which recovered from a loss position last year to an operating profit of $5.6 million this quarter. Travel trailers' performance improved compared to last year, but we still have work to do to eliminate this division's losses. Earnings for both divisions were affected by promotional costs. Fortunately, sales are improving and our new products are generating improved backlogs.

``While we are not satisfied with our financial performance and although we will not be profitable in the final quarter of the fiscal year, we are encouraged by our progress in key areas,'' Engelman continued. ``For next quarter, we look for our motor home division to again be profitable but, despite expected increases in travel trailer sales, we don't believe that division will reach breakeven. In manufactured housing, the industry is making progress in reducing inventory levels and production capacity, but until there is improvement in the availability and cost of retail financing, we are not likely to see any truly significant upturn in industry performance.''

The Company has scheduled a conference call with analysts and investors to discuss quarterly results. The call is scheduled for 1:05 p.m. PST on Thursday, February 28, 2002, and will be broadcast live over the Internet at www.streetevents.com and www.companyboardroom.com , and will be accessible from the Company's Website, www.fleetwood.com . The call will be archived for 14 days on all three sites.

This press release contains certain forward-looking statements and information based on the beliefs of Fleetwood's management as well as assumptions made by, and information currently available to, Fleetwood's management. Such statements reflect the current views of Fleetwood with respect to future events and are subject to certain risks, uncertainties, and assumptions, including risk factors identified in Fleetwood's 10-K and other SEC filings. These risk factors include, without limitation, ongoing weakness in the manufactured housing and recreational vehicle markets, continued acceptance of the Company's products, the availability of wholesale and retail financing in the future and changes in retail inventory levels in the manufactured housing and recreational vehicle industries. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Fleetwood undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

For further information, please contact: Lyle Larkin, Vice President- Treasurer, +1-909-351-3535, or Kathy M. Snyder, Director-Investor Relations, +1-909-351-3650, both of Fleetwood Enterprises, Inc.

                           FLEETWOOD ENTERPRISES, INC.

                       Consolidated Summaries of Operations
                                   (Unaudited)
                   (Amounts in thousands except per share data)

                              13 Weeks Ended             39 Weeks Ended
                          Jan. 27,      Jan. 28,     Jan. 27,      Jan. 28,
                            2002          2001         2002          2001

     Sales                $522,381      $514,825   $1,677,269    $1,984,076

     Operating
      loss before
      non-recurring
      items               $(14,210)     $(56,136)    $(35,150)     $(56,776)

     Restructuring
      and impairment
      charges               (4,800)     (174,082)      (5,800)     (191,484)

     Operating loss       $(19,010)    $(230,218)    $(40,950)    $(248,260)

     Loss before
      income taxes        $(23,203)    $(231,075)    $(52,567)    $(256,374)

     Benefit for
      income taxes           8,562        28,907       19,943        36,434
     Minority interest
      in Fleetwood
      Capital Trust
      I, II and III,
      net of taxes          (2,654)       (2,790)      (8,147)       (8,369)

     Loss before
      cumulative
      effect of
      accounting
      change               (17,295)     (204,958)     (40,771)     (228,309)

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

     Net loss             $(17,295)    $(204,958)    $(40,771)    $(239,485)

     Net income (loss)
      available to Common
      shareholders, basic  $12,108     $(204,958)    $(11,368)    $(239,485)

                                           13 Weeks Ended
                                   Jan. 27,                  Jan. 28,
                                     2002                      2001

     Earnings (loss)
      per Common share:       Basic       Diluted        Basic       Diluted

      Income (loss) before
       cumulative effect
       of accounting
       change                 $.35          $.31       $(6.26)       $(6.26)
      Cumulative effect
       of accounting change,
       net of taxes             --            --           --            --
      Net income (loss)
       per share              $.35          $.31       $(6.26)       $(6.26)

                                           39 Weeks Ended
                                   Jan. 27,                  Jan. 28,
                                     2002                      2001

     Earnings (loss)
      per Common share:       Basic       Diluted        Basic       Diluted

      Income (loss) before
       cumulative effect
       of accounting
       change                $(.34)        $(.34)      $(6.97)       $(6.97)
      Cumulative effect
       of accounting change,
       net of taxes             --            --         (.34)         (.34)
      Net income (loss)
       per share             $(.34)        $(.34)      $(7.31)       $(7.31)

                              13 Weeks Ended             39 Weeks Ended
                          Jan. 27,      Jan. 28,     Jan. 27,      Jan. 28,
                            2002          2001         2002          2001

     Weighted average
      Common shares:
      Basic                 34,969        32,755       33,519        32,755
      Diluted               48,179        32,755       33,519        32,755


                           FLEETWOOD ENTERPRISES, INC.

                     Consolidated Balance Sheets (Condensed)
                                   (Unaudited)
                              (Amounts in thousands)

                                      ASSETS

                                 January 27,      October 28,    January 28,
                                     2002            2001           2001

     Cash and marketable
      investments                  $140,297         $76,208      $102,823
     Receivables                    137,758         121,597       130,706
     Inventories                    222,536         249,704       324,076
     Property, plant and
      equipment, net                285,558         290,289       303,235
     Goodwill and intangible
      assets                         87,002          87,002        90,933
     Other assets                   242,508         257,352       269,971
                                 $1,115,659      $1,082,152    $1,221,744

                       LIABILITIES AND SHAREHOLDERS' EQUITY

     Accounts payable               $85,996         $74,712       $69,147
     Employee compensation
      and benefits                  117,280         130,076       125,421
     Retail flooring liability
      and short-term debt            43,701          72,138       137,552
     Senior unsecured notes
      payable                            --              --        80,000
     Long-term debt                   6,000          30,000            --
     Other liabilities              196,481         207,406       189,459
       Total liabilities            449,458         514,332       601,579

     Company-obligated mandatorily
      redeemable convertible
      preferred securities          373,765         287,500       287,500

    Shareholders' equity            292,436         280,320       332,665
                                 $1,115,659      $1,082,152    $1,221,744


                           FLEETWOOD ENTERPRISES, INC.

                  Business Segment and Unit Shipment Information
                                   (Unaudited)

                          13 Weeks      13 Weeks      39 Weeks     39 Weeks
                            Ended        Ended         Ended         Ended
     (Amounts in
      thousands)          Jan. 27,      Jan. 28,      Jan. 27,     Jan. 28,
                            2002          2001          2002         2001

     OPERATING REVENUES:

     Manufactured housing -
      Manufacturing       $202,120      $190,647     $658,417      $792,403
      Retail                72,852       121,554      268,998       458,670
      Less intercompany    (39,056)      (55,057)    (115,921)     (208,796)

                           235,916       257,144      811,494     1,042,277

     Recreational
      vehicles             278,348       250,404      841,511       917,232
     Supply operations       8,117         7,277       24,264        24,567

                          $522,381      $514,825   $1,677,269    $1,984,076

     OPERATING INCOME
      (LOSS) BEFORE
      NON-RECURRING
      ITEMS:

     Manufactured housing*  $7,422        $8,043      $45,031       $32,764
     Housing - retail**     (9,603)      (25,264)     (30,569)      (34,504)
     Recreational
      vehicles              (9,161)      (29,718)     (36,047)      (39,736)
     Supply operations       1,738           793        5,909         5,109
     Corporate and other    (4,606)       (9,990)     (19,474)      (20,409)

                          $(14,210)     $(56,136)    $(35,150)     $(56,776)

     UNITS SOLD:

     Manufactured housing -
      Factory shipments      7,075         6,833       23,547        29,272
      Retail sales           1,650         2,774        6,508        10,521
      Less intercompany     (1,381)       (1,900)      (4,124)       (7,463)

                             7,344         7,707       25,931        32,330

     Recreational vehicles -
      Motor homes            1,987         1,751        5,719         6,117
      Travel trailers        5,268         5,914       19,342        25,148
      Folding trailers       4,225         4,509       12,981        14,584

                            11,480        12,174       38,042        45,849

     *   After addition (deduction) for intercompany profit in inventory as
         follows:  FY 2002:  $1,212 QTD and $7,721 YTD; FY 2001:  $35 QTD and
         $(449) YTD.
     **  Operating income before deduction of interest expense on inventory
         floor plan financing as follows:  FY 2002:  $1,302 QTD and
         $2,940 YTD; FY 2001:  $3,661 QTD and $9,381 YTD.