UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2005
FLEETWOOD ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7699 95-1948322
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3125 Myers Street, Riverside, California 92503-5527
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (951) 351-3500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On January 18, 2005, Fleetwood Enterprises, Inc. issued a press release
announcing updated expectations for the financial results of its third
quarter ending January 23, 2005. A copy of the press release is attached as
Exhibit 99.1 to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
The following exhibit is furnished with this current report on
Form 8-K:
Exhibit Number Description of Exhibit
99.1 Press release, dated January 18, 2005, announcing
updated expectations for the financial results of
Fleetwood Enterprises, Inc.'s third quarter ending
January 23, 2005.
The information in this current report on Form 8-K, including the exhibit
attached hereto, is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of such section. The information in
this current report on Form 8-K shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: January 18, 2005
FLEETWOOD ENTERPRISES, INC.
By: /s/ Leonard J. McGill
--------------------------
Leonard J. McGill
Senior Vice President,
Corporate Finance;
Chief Governance Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release, dated January 18, 2005, announcing
updated expectations for the financial results of
Fleetwood Enterprises, Inc.'s third quarter ending
January 23, 2005.
Exhibit 99.1
FLEETWOOD UPDATES EXPECTATIONS FOR THIRD QUARTER
Riverside, Calif., January 18, 2005 - Fleetwood Enterprises, Inc. (NYSE: FLE)
announced that the previously reported $5.2 million judgment in the case
between Fleetwood Folding Trailers, Inc. and The Coleman Company, Inc.,
combined with slower-than-anticipated RV sales, have caused the Company to
revise its prior expectations for its third quarter ending January 23, 2005.
Management now expects the net loss for the quarter will significantly exceed
last year's loss. Previously, the Company had said the third-quarter loss
would likely be less than in fiscal 2004. The Company also indicated that it
expects to be solidly profitable in the fourth quarter, but the results for
the third quarter now make it uncertain whether the Company will attain
profitability for the full fiscal year.
The judge in the Coleman matter has set a January 21, 2005 date for the
hearing regarding possible punitive damages against Fleetwood. A prior
release anticipated an early January hearing date. Fleetwood now expects the
final ruling early in its fourth quarter and, in addition, intends to file
post-trial motions and may pursue an appeal. Despite the delay in the ruling
and the uncertainty of the ultimate outcome of the legal process, the Company
expects that any additional damages that may be levied by the court will
likely be required to be reflected, along with the amount of the original
judgment, in the Company's third quarter.
"The Coleman judgment was obviously a disappointment, but it is evident that
the net loss would have significantly exceeded last year's even before
accounting for the judgment," said Edward B. Caudill, President and Chief
Executive Officer. "The primary reason is slower RV shipments. A portion of
our dealer network has delayed orders in the belief that we will discount our
products at or near the end of our quarter," said Caudill. "We want to bring
an end to this cycle, and so we have largely been holding the line,
particularly on the motor home side. We believe over the longer term this
will have a positive impact on operations and provide for an improved
partnership with our entire dealer network."
"The impact was particularly pronounced in the middle part of the country,"
Caudill said, "where we are in the process of restructuring and strengthening
our dealer network. Exacerbating the issue was a sharp decline in industry-
wide motor home shipments in November, which further contributed to an
unplanned inventory buildup that we expect will still be evident at quarter-
end, along with a corresponding decline in liquidity from an already
seasonally low level. As a result, we intend to adjust production early in
the fourth quarter in order to right-size our finished goods inventory and
bolster our liquidity."
Caudill continued, "We have commenced discussions with our lenders since
these results will require us to obtain a waiver or modify the existing
covenant. Despite our current lower level of liquidity, we believe we have a
sufficient combination of cash and borrowing capacity, together with access
to other sources of external funding, to continue to meet our foreseeable
cash flow requirements."
About Fleetwood
Fleetwood Enterprises, Inc., is one of the nation's largest producers of
recreational vehicles, from motor homes to travel and folding trailers, and
is a leader in the building, retailing and financing of manufactured homes.
This Fortune 1000 company, headquartered in Riverside, Calif., is dedicated
to providing quality, innovative products that offer exceptional value to its
customers. Fleetwood operates facilities strategically located throughout the
nation, including recreational vehicle and manufactured housing plants,
retail home centers, and supply subsidiary plants. For more information,
visit the Company's website at www.fleetwood.com.
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 risks and
uncertainties include, without limitation, the cyclical nature of both the
manufactured housing and recreational vehicle industries; ongoing weakness in
the manufactured housing market; continued acceptance of the Company's
products; the potential impact on demand for Fleetwood's products as a result
of changes in consumer confidence levels; the effect of global tensions on
consumer confidence; expenses and uncertainties associated with the
introduction and manufacturing of new products; the future availability of
manufactured housing retail financing, as well as housing and RV wholesale
financing; exposure to interest rate and market changes affecting certain of
the Company's assets and liabilities; availability and pricing of raw
materials; changes in retail inventory levels in the manufactured housing and
recreational vehicle industries; competitive pricing pressures; the ability to
attract and retain quality dealers, executive officers and other personnel; and
the Company's ability to obtain financing needed in order to execute its
business strategies.
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