Fleetwood Reports Results for Second Quarter and First Six Months of Fiscal 2009

- Company provides updated details on major restructuring plan - 


RIVERSIDE, Calif., Nov. 25  /PRNewswire-FirstCall/ -- Fleetwood Enterprises, Inc. (NYSE:FLE) announced today its results for the second quarter and first half of fiscal 2009 ended October 26, 2008, along with additional details on its major restructuring program intended to stem losses and reduce annualized fixed costs by at least $40 million.

Consolidated Results

Consolidated revenues for the quarter were $216.4 million, down 54 percent from $468.5 million in last year's second quarter.  RV Group sales declined 63 percent, and Housing Group sales were off 33 percent.  The Company incurred an operating loss of $51.8 million in the fiscal 2009 second quarter, which included restructuring charges, mostly severance, and asset write-downs of $11.5 million, or $0.15 per share.  This compares to operating income of $4.1 million in the same period of the prior year, which was negatively impacted by $3.1 million, or $0.05 per share, of impairment and restructuring charges, partially offset by gains from asset sales.  The net loss for the quarter totaled $56.7 million, or $0.74 per share, compared with a net loss of $1.2 million, or $0.02 per share, in the second quarter of fiscal 2008.

"The steep drop in revenues and increased losses are directly attributable to an unprecedented decline in our markets due to the current economic environment, especially the tight credit conditions that are suppressing dealer and consumer purchases of our products," said Elden L. Smith, Fleetwood's president and chief executive officer.  "Consumers are hesitant to spend given current economic circumstances, and at the same time those that wish to buy are having extraordinary difficulty obtaining loans to finance our products.  In view of the magnitude of the revenue declines and the current business outlook, we have implemented new cost-saving measures and announced significant additional changes to our manufacturing footprint.  We will also take other company-wide cost-cutting actions in the current quarter."

For the first six months of fiscal 2009, consolidated revenues declined 47 percent to $506.3 million from $956.8 million for the first half of fiscal 2008.  RV Group sales were down 57 percent, and Housing Group sales were off 24 percent.  The operating loss for the first six months of fiscal 2009 was $75.1 million, compared to operating income of $9.8 million in last year's corresponding period.  The net loss for the first half of fiscal 2009 was $85.8 million, or $1.19 per share, compared with a net loss of $3.6 million, or $0.06 per share, last year.

RV Group Results

The RV Group posted an operating loss of $42.0 million on revenues of $116.6 million for the quarter, versus operating income of $0.6 million on revenues of $318.7 million for the same quarter of the prior year.  The fiscal 2009 second quarter loss included restructuring charges of $7.5 million, including a $4.6 million write-down of inventory associated with a closed supply business and $2.9 million in severance.  In the first six months of fiscal 2009, the Group reported an operating loss of $65.8 million on revenues of $283.9 million, versus operating income of $2.5 million on revenues of $662.8 million in the comparable period last year.

"Although we believe our motor home division management and products are second to none, the acceleration of the decline in industry sales during the second quarter presented a tremendous challenge," Smith said.  "Motor home revenues were one-third of what they were just last year, and aggressive pricing across the industry led to a much higher level of discounting in the division than in last year's second quarter.  Travel trailer revenues and operating income also fell as a result of these factors.  In addition, dealers continue to significantly lower their inventories.  During the seasonally strong summer months of June through September, the industry retail market fell 52 percent and 25 percent for motor homes and travel trailers, respectively, while industry wholesale shipments for the same period fell 61 percent for motor homes and 34 percent for travel trailers.  As a result of all of these factors, we have announced significant capacity reductions since the end of the first quarter."

As announced in October, Fleetwood is consolidating its Pennsylvania motor home operations into its Indiana plant and, as announced yesterday, the Company is further consolidating production in its travel trailer division. After the transition, which is currently expected to be completed by the beginning of the fourth fiscal quarter, Fleetwood will service all of its U.S. and Canadian travel trailer dealers from existing plants in Oregon and Ohio.

Housing Group Results

The Housing Group recorded an operating loss of $6.2 million on revenues of $99.8 million for the second quarter, compared to operating income of $5.1 million on revenues of $149.8 million for the same quarter of the prior year. The loss in the second quarter of fiscal 2009 included $3.2 million of Housing Group restructuring charges, consisting of severance costs incurred in connection with a portion of the plant consolidations and impairment charges for a facility that will be closed. For the first half of the fiscal year, the operating loss for the Housing Group totaled $3.8 million on revenues of $222.4 million, versus operating income of $10.6 million on $294.0 million in revenues for the first six months of last year.

"Our Housing Group has done a remarkable job of remaining profitable during this, the industry's most trying decade," Smith said.  "The continued decline in two of the industry's most important states -- California and Florida -- has been particularly challenging because Fleetwood has had the leading market share in both states.  Wholesale shipments for the industry in California and Florida declined 39 percent and 26 percent, respectively, in the first nine months of this calendar year compared with last year, whereas national industry shipments for the same period were down only 10 percent. Pricing has been under pressure due to regional competition, and margins have been squeezed by increases in material costs.  At the same time, we are facing increased pressure from the oversupply of new and foreclosed site-built homes. Also, while we have successfully completed several contracts for the construction of modular military barracks and have similar efforts underway for Fort Sam Houston, other multi-family modular business in the Gulf Coast area has not materialized as we had initially expected. Accordingly, we have announced that we will be consolidating production from two modular plants into one. In addition, we are moving from 17 manufactured housing plants to 12, to reflect the markedly slower business in the Southeast and California. There is no doubt that consumers need affordable housing now more than ever, but it has become clear that the financing environment must improve before growth resumes in this vital industry."

Corporate Restructuring

As outlined above, the Company is consolidating its manufacturing operations.  The Company expects to realize lower fixed costs throughout the organization as a result of these changes, and improved labor and material costs over the longer term.  Fleetwood will now manufacture products in two motor home plants, three travel trailer plants, and 13 housing plants.  The Company's capacity utilization is expected to improve as a result, and fixed expenses are estimated to be reduced by at least $40 million on an annualized basis.

"The changes being implemented should not affect the availability of Fleetwood's current products to dealers or consumers in the geographic markets we serve," Smith said.  "After the transitions are complete, Fleetwood should be able to operate effectively in the current environment, while retaining the flexibility to take immediate advantage of any upturn."

In addition to the plant consolidations, Fleetwood said it will take the actions necessary to ensure that the corporate resources in support of its reduced manufacturing operations are appropriately sized.  To further reduce expenses, Fleetwood is suspending the company match of participant contributions to its 401(k) retirement plan and similar subsidies to the related Deferred Compensation Alternative Plan for management.

Update on 5% Debentures

As previously disclosed, holders of the Company's 5% convertible senior subordinated debentures have the right to require Fleetwood to repurchase the debentures at par on December 15, 2008.  Holders of the debentures may elect to participate in Fleetwood's previously announced exchange offer, whereby it has offered holders of the debentures a combination of new senior secured notes due 2011 that are partially secured and guaranteed by certain Fleetwood subsidiaries, along with up to 14 million shares of common stock in exchange for their debentures.  The exchange offer is not expected to be finalized until early December.  Provided that the exchange is completed on or before December 12, 2008, the largest individual debenture holder, which accounts for approximately 34 percent of the existing debentures, has indicated an intention to exchange for the new notes.  This would be sufficient to meet the minimum acceptance threshold for the exchange.  For those debenture holders who do not accept the exchange offer, the Company has announced that it will fulfill any repurchase requests with common stock.

"We remain optimistic that the debenture holders will accept the exchange offer, which we believe is in their best interests as well as the Company's," Smith said.  "Resolution of this matter in combination with our aggressive restructuring plan will benefit everyone who has a vested interest in Fleetwood, including dealers, retail customers, suppliers, and shareholders, as well as our debt holders."

Outlook and Liquidity

"The year-to-date losses have, as might be expected, reduced our cash levels, yet we still ended the quarter with cash, cash equivalents, and marketable investments of more than $70 million," Smith said.  "We paid off the term loan in our bank facility during the quarter, and we have virtually no borrowings on our revolver, which reflected $30 million of unused borrowing capacity at quarter end.  During the quarter, our average daily liquidity by calendar month ranged from $111 million to $129 million. With a successful exchange for the debentures, we anticipate that we will have ample liquidity to support operations going forward.

"We do not expect market conditions to improve in the near future and we are planning accordingly," Smith concluded.  "Although operating losses will likely be sustained through the remainder of the fiscal year, capacity reductions and increased utilization, along with reduced working capital needs, should permit a near breakeven cash flow from operations during that same period.  Further, it is our objective to manage operating results close to breakeven levels beginning with the first quarter of our new fiscal year."

The Company will host a conference call at 10:30 a.m. PST/1:30 p.m. EST on Tuesday, November 25, 2008. The call will be broadcast live over the Internet at the Company's website, http://www.fleetwood.com/ under Investor Relations, and at http://www.streetevents.com/ and http://www.earnings.com/.

About Fleetwood

Fleetwood Enterprises, Inc., through its subsidiaries, is a leading producer of recreational vehicles and 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, manufactured housing and supply subsidiary plants.  For more information, visit the Company's website at http://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, including those regarding potential annualized savings, the production level needed for breakeven operations, and the outlook for coming quarters 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 significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the potential repurchase of $100 million 5% debentures in December 2008 if we do not have sufficient shares of common stock to meet a repurchase obligation; the lack of assurance that we will regain sustainable profitability in the foreseeable future; our potential inability to decrease our operating losses and negative cash flow; the effect of ongoing weakness in both the manufactured housing and recreational vehicle markets, especially the recreational vehicle market which has deteriorated sharply in recent months; the volatility of our stock price and the risk of potential delisting from the NYSE; the effect of a decline in home equity values, volatile fuel prices and interest rates, global tensions, employment trends, stock market performance, credit crisis, availability of financing generally, and other factors that can and have had a negative impact on consumer confidence, and which may continue to reduce demand for our products, particularly recreational vehicles; the availability and cost of wholesale and retail financing for both manufactured housing and recreational vehicles; our ability to comply with financial tests and covenants on existing and future debt obligations; our ability to obtain, on reasonable terms if at all, the financing we will need in the future to execute our business strategies; potential dilution associated with future equity or equity-linked financings we may undertake to raise additional capital and the risk that the equity pricing may not be favorable; the cyclical and seasonal nature of both the manufactured housing and recreational vehicle industries; the increasing costs of component parts and commodities that we may be unable to recoup in our product prices; repurchase agreements with floorplan lenders, which we currently expect could result in increased costs due to the deteriorated market conditions; expenses and uncertainties associated with the entry into new business segments or the manufacturing, development, and introduction of new products; the potential for excessive retail inventory levels and dealers' desire to reduce inventory levels in the manufactured housing and recreational vehicle industries; the effect on our sales, margins and market share from aggressive discounting by competitors; potential increases in the frequency and size of product liability, wrongful death, class action, and other legal actions; and the highly competitive nature of our industries and changes in our competitive landscape.

  Contact: Lyle Larkin, Vice President -- Treasurer [phone]
           Kathy A. Munson, Director -- Investor Relations [phone]

                            (tables to follow)



                         Fleetwood Enterprises, Inc.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Amounts in thousands, except per share data)
                                 (Unaudited)

                                      13 Weeks Ended      26 Weeks Ended
                                     October  October   October    October
                                       26,      28,        26,        28,
                                      2008     2007       2008       2007
  Net sales:
     RV Group                       $116,609 $318,729   $283,869   $662,817
     Housing Group                    99,796  149,774    222,448    294,008
                                     216,405  468,503    506,317    956,825

  Cost of products sold              199,501  387,997    452,666    803,930
     Gross profit                     16,904   80,506     53,651    152,895

  Operating expenses                  61,835   73,267    121,897    144,549
  Other operating (income)
   expenses, net                       6,908    3,110      6,826     (1,476)
                                      68,743   76,377    128,723    143,073

     Operating income (loss)         (51,839)   4,129    (75,072)     9,822
  Other income (expense):
     Investment income                   828    1,222      1,689      2,539
     Interest expense                 (5,581)  (6,669)   (10,573)   (12,185)


                                      (4,753)  (5,447)    (8,884)    (9,646)
  Income (loss) from continuing
   operations
      before income taxes            (56,592)  (1,318)   (83,956)       176
  Provision for income taxes            (196)     (96)      (602)    (3,901)
  Loss from continuing operations    (56,788)  (1,414)   (84,558)    (3,725)

  Income (loss) from discontinued
   operations, net                        63      201     (1,245)       166

  Net loss                          $(56,725) $(1,213)  $(85,803)   $(3,559)

  Basic and diluted loss per common
   share:
     Loss from continuing
      operations                      $(0.74)  $(0.02)    $(1.17)    $(0.06)
     Loss from discontinued
      operations                        --       --        (0.02)      --

  Net loss per common share           $(0.74)  $(0.02)    $(1.19)    $(0.06)

  Weighted average common shares      76,286   64,243     72,381     64,201



                         Fleetwood Enterprises, Inc.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                           (Amounts in thousands)
                                 (unaudited)

                                         October 26,   July 27,  October 28,
                                             2008        2008        2007
  ASSETS

  Cash and cash equivalents                $45,613     $60,698     $47,476
  Marketable investments                    25,022      24,959      24,754
  Receivables                               91,226      82,909     115,639
  Inventories                              130,413     159,598     171,989
  Other current assets                      29,796      21,843      46,978
     Total current assets                  322,070     350,007     406,836

  Property, plant and equipment, net       139,765     143,945     169,676
  Deferred taxes                            46,072      46,190      44,283
  Other assets                              50,369      49,998      60,455

     Total assets                         $558,276    $590,140    $681,250

  LIABILITIES & SHAREHOLDERS' EQUITY

  Accounts payable                         $22,458     $23,914     $37,375
  Employee compensation and benefits        30,959      30,158      42,610
  Short-term borrowings                        955       4,482      10,056
  5% convertible senior subordinated
   debentures                              100,000     100,000        --
  Other current liabilities                 93,944      77,215     139,210
     Total current liabilities             248,316     235,769     229,251

  5% convertible senior subordinated
   debentures                                 --          --       100,000
  6% convertible subordinated
   debentures                              160,142     160,142     160,142
  Other long-term borrowings                27,857      11,306      18,811
  Other non-current liabilities             81,674      86,840      87,347
     Total non-current liabilities         269,673     258,288     366,300

  Total shareholders' equity                40,287      96,083      85,699

        Total liabilities and
         shareholders' equity             $558,276    $590,140    $681,250



                         Fleetwood Enterprises, Inc.
                      CONDENSED STATEMENTS OF CASH FLOWS
                            (Amounts in thousands)
                                 (Unaudited)

                                     13 Weeks Ended       26 Weeks Ended
                                 10/26/2008 10/28/2007 10/26/2008 10/28/2007
  CASH FLOWS FROM OPERATING
   ACTIVITIES:
  Loss from continuing
   operations                     $(56,788)  $(1,414)  $(84,558)   $(3,725)
  Adjustments to reconcile
   net income (loss) to net
   cash provided by (used in)
   operating activities:
     Depreciation and amortization
      expense                        4,427     5,023      8,752     10,264
     Stock-based compensation
      expense                        1,098     1,431      1,674      1,883
     Gain on sale of property,
      plant and equipment              415    (1,075)        41     (6,436)
     Other non-cash items            1,400     3,100      1,400      6,688
     Changes in assets and
      liabilities:
           Receivables              (8,992)   10,829     10,520      2,695
           Inventories              29,185      (393)     9,400     (9,045)
           Other assets and
            liabilities, net         3,036    (6,196)   (14,911)   (21,254)

  Net cash provided by (used in)
   operating activities            (26,219)   11,305    (67,682)   (18,930)


  CASH FLOWS FROM INVESTING
   ACTIVITIES:
  Purchases and sales of investments,
   net                                (243)     (255)      (273)      (618)
  Purchases of property, plant and
   equipment                        (1,069)   (1,672)    (3,191)    (3,755)
  Proceeds from sale of property,
   plant and equipment                  68     5,871      1,107     12,576
  Change in restricted cash             --        --     16,790         --

  Net cash provided by (used in)
   investing activities             (1,244)    3,944     14,433      8,203

  CASH FLOWS FROM FINANCING
   ACTIVITIES:
  Issuance of common stock, net                          38,471         --
  Change in short-term borrowings     (597)    5,132     (3,682)     2,664
  Change in borrowings of long-term
   debt                             12,912    (1,280)     6,072      1,381
  Proceeds from exercise of stock
   options                              --        43         --        836

  Net cash provided by (used in)
   financing activities             12,315     3,895     40,861      4,881

  CASH FLOWS FROM DISCONTINUED
   OPERATIONS:

  Net cash provided by (used in)
   discontinued operations              63     1,467       (261)       617

  Foreign currency translation
   adjustment                           --       330         --        578

  Net change in cash and cash
   equivalents                     (15,085)   20,941    (12,649)    (4,651)

  Cash and cash equivalents at
   beginning of period              60,698    26,535     58,262     52,127

  Cash and cash equivalents at
   end of period                   $45,613   $47,476    $45,613    $47,476



                         Fleetwood Enterprises, Inc.
                BUSINESS SEGMENT AND UNIT SHIPMENT INFORMATION
                        (Dollar amounts in thousands)
                                 (Unaudited)

                                       13 Weeks Ended      26 Weeks Ended
                                     October   October   October   October
                                     26, 2008  28, 2007  26, 2008  28, 2007
  REVENUES:
      Motor homes                     $87,581  $263,776  $209,390  $537,457
      Travel trailers                  24,075    47,972    63,906   111,624
      RV supply                         4,953     6,981    10,573    13,736
  RV Group                            116,609   318,729   283,869   662,817
  Housing Group                        99,796   149,774   222,448   294,008
                                     $216,405  $468,503  $506,317  $956,825

  OPERATING INCOME (LOSS):
      Motor homes                    $(27,018)   $9,104  $(43,086)  $18,107
      Travel trailers                  (9,080)   (8,334)  (14,728)  (15,759)
      RV supply                        (5,871)     (178)   (7,964)      127
  RV Group                            (41,969)      592   (65,778)    2,475
      Manufactured Housing             (4,061)    5,912    (2,082)   10,632
      Modular                          (2,153)   (1,226)   (1,841)     (918)
      Lumber                              (33)      446       160       893
  Housing Group                        (6,247)    5,132    (3,763)   10,607
  Corporate and other                  (3,623)   (1,595)   (5,531)   (3,260)

                                     $(51,839)   $4,129  $(75,072)   $9,822

  UNITS SOLD:
  Recreational vehicles -
      Motor homes                         769     2,125     1,813     4,558
      Travel trailers                   1,223     2,225     3,140     5,611
                                        1,992     4,350     4,953    10,169

  Housing -
      HUD                               2,469     3,619     5,162     7,184
      MOD                                 234       307       833       555
                                        2,703     3,926     5,995     7,739

  Total Company shipments               4,695     8,276    10,948    17,908


DATASOURCE: Fleetwood Enterprises, Inc.



CONTACT: Lyle Larkin, Vice President, Treasurer, [phone], or

Kathy A. Munson, Director, Investor Relations, [phone], both of

Fleetwood Enterprises, Inc.



Web site:  http://www.fleetwood.com/

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