8-K

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): March 3, 2004

Featherlite, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-24804	41-1621676
(Commission File Number)	(IRS Employer Identification No.)

Highways 63 and 9

Cresco, Iowa 52136

(Address of Principal Executive Offices and Zip Code)

(563) 547-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Exhibits:

99.1 Press Release dated February 26, 2004

Item 9. Regulation FD Disclosure.

The following information is furnished in satisfaction of Item 12 “Disclosure of Results of Operations and Financial Condition” of Form 8-K and is being presented under Item 9 “Regulation FD Disclosure” of Form 8-K as instructed in the Securities and Exchange Commission’s guidance provided in Release No. 33-8216.

On February 26, 2004 Featherlite, Inc. issued a press release announcing its 2003 fourth quarter financial results. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 3, 2004

FEATHERLITE, INC.
By	/s/    JEFFERY A. MASON
	Jeffery A. Mason
	Chief Financial Officer

Limitation on Incorporation by Reference.

Pursuant to general instruction B.2. of Form 8-K, the information in this report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FEATHERLITE, INC.

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.: 000-24804
March 3, 2004

EXHIBIT NO.	ITEM
99.1	Press Release dated February 28, 2004

EX-99.1

Exhibit 99.1

FOR:

Featherlite, Inc.

P.O. Box 320

Cresco, Iowa 52136

Contact: John K. Hall,

Director of Corporate Communications,

563-547-6000

FOR IMMEDIATE RELEASE

FEATHERLITE ANNOUNCES 4^th QUARTER RESULTS AND 2003 EARNINGS

Company posts $705,000 in earnings or $0.10 per diluted share for 2003

CRESCO, Iowa, February 26, 2004 – Featherlite, Inc. (Nasdaq: FTHR), a leading manufacturer and marketer of specialty aluminum trailers, transporters and luxury motorcoaches, today reported a net income of $16,000, or 0 cents per diluted share, on sales of $45.2 million for the fourth quarter ended December 31, 2003. This compares with a net loss of $182,000 or 2 cents per diluted share on sales of $44.3 million in the fourth quarter last year. Overall sales increased by $833,000 or 1.9% over the same period last year.

“Despite stronger performance in the 3^rd quarter and a surge in December trailer sales, we did not meet our expectations in the 4^th quarter of 2003,” Conrad Clement, Featherlite President and CEO, said. “However, as we entered 2004, orders remained very active. At December 31, 2003, our total backlog was 85% greater than at December 31, 2002, with trailers ahead 74% and motorcoaches 106%. Since then, our backlog continues to increase well above 1^st quarter levels in 2003 and was 114% ahead at January 31, 2004.

For the year ended December 31, 2003, the Company reported net earnings of $705,000, or 10 cents per diluted share, on sales of $180 million. This compares with earnings of $2.7 million, or 38 cents per diluted share, on sales of $193.2 million for 2002.

The significant decrease in 2003 earnings primarily reflects reduced gross profit as the result of lower sales in 2003 and reduced gross margin percentages.

The Company will require waivers of defaults from lenders on certain financial covenants and is confident that these waivers will be granted.

“We feel Featherlite gained market share in 2003 in nearly all segments it serves, including luxury motorcoaches, horse and livestock trailers, and other specialty trailers,” Clement said.

Clement believes sales and earnings will strengthen as consumer confidence and the overall economy continues to improve.

About Featherlite

Featherlite, Inc., is an innovative leader in designing, manufacturing and marketing high quality aluminum specialty trailers, transporters and luxury motorcoaches. With more that 75 percent of its business in the leisure, recreation and entertainment

categories, Featherlite has highly diversified product lines offering hundreds of standard model and custom-designed aluminum specialty trailers, specialized transporters, mobile marketing trailers and luxury motorcoaches.

Featherlite^® is the “Official Trailer” of NASCAR, Champ Car, ARCA, Indy Race League (IRL), SPORTSCAR and World of Outlaws. Featherlite also is sponsor of many equine and livestock events and its products are displayed in over 1,000 fairs, trade shows, races and other events throughout North America each year. Through its Featherlite Vantare’^® product line, Featherlite is the “Official Luxury Motorcoach” of NASCAR, IRL and SPORTSCAR. For more information about the Company, please visit Featherlite’s website at www.fthr.com.

FEATHERLITE, INC

Condensed Statements of Income

(Unaudited)

(In Thousands, except for per share data)

	Three months Ended December 31,						Year Ended December 31,
	2003			2002			2003			2002
Net Sales	$	45,169		$	44,336		$	179,974		$	193,166
Cost of Sales		40,312			39,817			157,113			167,288
Gross profit		4,857			4,519			22,861			25,878
Selling and administrative expenses		5,011			5,144			20,393			20,847
Income (loss) from operations		(154	)		(625	)		2,468			5,031
Other income (expense)
Interest		(609	)		(751	)		(2,466	)		(3,032	)
Other, net		86			223			492			438
Total other expense		(523	)		(528	)		(1,974	)		(2,594	)
Income (loss) before taxes		(677	)		(1,153	)		494			2,437
Minority interest in subsidiary loss		40			—			105			—
Benefit from income taxes		653			971			106			258
Net income (loss)	$	16		$	(182	)	$	705		$	2,695
Net income (loss) per share-
Basic		0.00		$	(0.03	)	$	0.11		$	0.41
Diluted		0.00		$	(0.03	)	$	0.10		$	0.38
Weighted average shares outstanding-
Basic		7,146			6,535			6,689			6,535
Diluted		7,433			7,207			7,300			7,158

Safe Harbor Statement under the Private Securities Litigation Reform Act: Certain statements in this report, and in the Company’s Form 10-K and other filings with the SEC, are forward-looking in nature and relate to trends and events that may affect the Company’s future financial position and operating results. The words “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” “plan,” “anticipate,” and similar words and expressions are intended to identify forward-looking statements. These statements speak only as of the date of this report, are based on current expectations, are inherently uncertain, are subject to risks, and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including but not limited to: our ability to receive waivers of financial covenant violations as necessary, product demand and acceptance of products in each segment of the Company’s markets, fluctuations in the price of aluminum, competition, facilities utilization, the availability of additional capital as may be required to finance any future net liquidity deficiency, and certain other unanticipated events and conditions. It is not possible to foresee or identify all such factors. The Company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, other than as required by law.