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): April 30, 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 April 27, 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 April 27, 2004 Featherlite, Inc. issued a press release announcing its 2004 first 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: April 30, 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
April 30, 2004

EXHIBIT NO.	ITEM
99.1	Press Release dated April 27, 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 1ST QUARTER EARNINGS TOP $1.2 MILLION

Company posts consolidated sales of $56.4 million, up 35 percent

CRESCO, Iowa, April 27, 2004—Featherlite, Inc. (Nasdaq: FTHR), a leading manufacturer and marketer of specialty aluminum trailers, transporters and luxury motorcoaches, today reported net income of $1.2 million, or $0.16 cents per diluted share, on sales of $56.4 million for the first quarter ended March 31, 2004. This compares with a net loss of $677,000, or $(0.10) cents per diluted share, on sales of $41.7 million in the first quarter last year. The consolidated net sales for the first quarter of 2004 represent a 35 percent increase over the same period last year. Sales increased in both the specialty trailer and transporter segment and the coach segment by 32% and 39%, respectively, over the same period last year.

“We are pleased with Featherlite, Inc.’s strong performance in the 1^st quarter,” Conrad Clement, Featherlite President and CEO, said. “The improved results were due primarily to higher gross margins we realized both from increased unit sales volume and average gross margins per unit sold. The results also reflect improved efficiencies because of the increased volume.

“Also, I am pleased to report that Featherlite has made significant progress financially during the past two years. Because of this, our lenders have amended certain of our financial debt covenants providing the Company with greater operating flexibility. As a result of the Company’s improved operating results and the amended financial debt covenants, the ‘going concern’ paragraph included in the independent auditors’ report on our financial statements for the fiscal years ended December 31, 2001 and 2002 has been eliminated as of December 31, 2003. Our auditors, Deloitte and Touche LLP, expressed an unqualified opinion on the Company’s December 31, 2003 financial statements. We feel this is very important to Featherlite, as well as its dealers, customers, vendors and shareholders,” Clement said.

At March 31, 2004, confirmed consolidated order backlog levels were 36% greater than at March 31, 2003. According to Clement, the Company remains optimistic about the rate of sales growth in 2004, expecting continuing revenue gains as the national economy and consumer confidence improves.

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 sponsors 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.

Safe Harbor Statement under the Private Securities Litigation Reform Act: Certain statements in this release, 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 release, 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. The risks and uncertainties listed are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. 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.

Featherlite, Inc.

Condensed Balance Sheets

(Unaudited)

(In thousands)

	March 31, 2004		Dec. 31, 2003
ASSETS
Current assets
Cash	$	711	$	173
Receivables		7,407		6,033
Refundable income taxes		783		783
Inventories		53,930		55,638
Leased promotional trailers		1,710		1,850
Prepaid expenses		1,410		1,501
Total current assets		65,951		65,978
Property and equipment, net		16,060		16,231
Other assets		4,302		4,391
	$	86,313	$	86,600
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities
Wholesale financing and other notes payable	$	22,329	$	23,034
Current maturities of long-term debt		2,117		2,113
Checks issued not yet presented		2,061		2,076
Accounts payable		4,638		3,088
Motorcoach shell costs payable		5,082		6,519
Trade creditor repayment plan		1,488		2,064
Accrued liabilities		7,853		6,323
Customer deposits		1,426		2,613
Total current liabilities		46,994		47,830
Bank line of credit		6,298		6,454
Long-term debt, net of current maturities		11,433		11,964
Other long-term liabilities		56		60
Shareholders’ equity		21,532		20,292
	$	86,313	$	86,600

FEATHERLITE, INC

Condensed Statements of Income

(Unaudited)

(In Thousands, except for per share data)

	Three months Ended March 31,
	2004			2003
Net Sales		56,416		$	41,696
Cost of Sales		47,834			36,559
Gross profit		8,582			5,137
Selling and admininistrative expenses		6,222			5,530
Income (loss) from operations		2,360			(393	)
Other income (expense)
Interest		(548	)		(685	)
Other, net		118			146
Total other expense		(430	)		(539	)
Income (loss) before taxes		1,930			(932	)
Minority interest in subsidiary loss		30			—
Benefit (provision) for income taxes		(725	)		255
Net income (loss)		1,235		$	(677	)
Net income (loss) per share—
Basic	$	0.17		$	(0.10	)
Diluted	$	0.16		$	(0.10	)
Weighted average shares outstanding—
Basic		7,198			6,535
Diluted		7,568			7,319