FOUNTAIN POWERBOAT INDUSTRIES, INC. FORM 10-Q QUARTERLY REPORT FOR THE QUARTER ENDED SEPTEMBER 30, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ Commission File Number 0-14712 FOUNTAIN POWERBOAT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Nevada 56-1774895 (State of other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) Whichard's Beach Road, P.O. Drawer 457, Washington, NC 27889 (Address of principal executive offices) Registrant's telephone no., including area code: (252) 975-2000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding at October 11, 2000 Common Stock, $.01 par value 4,732,608 shares FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY INDEX Page No. Part I Financial Information Review Report of Independent Certified Public Accountants 1 Unaudited Consolidated Balance Sheets, September 30, 2000 and June 30, 2000 2 - 3 Unaudited Consolidated Statements of Operations, for the three months ended September 30, 2000 and September 30, 1999 4 Unaudited Consolidated Statements of Cash Flows, for the three months ended September 30, 2000 and September 30, 1999 5 - 6 Notes to Unaudited Consolidated Financial Statements 7 - 10 Management's Discussion and Analysis of Results of Operations and Financial Condition 11 - 13 Part II Other Information Item 6 Exhibits and Reports on Form 8 and Form 8-K 13 Signature 14 To the Board of Directors FOUNTAIN POWERBOAT INDUSTRIES, INC. Washington, North Carolina We have reviewed the accompanying consolidated balance sheet of Fountain Powerboat Industries, Inc. as of September 30, 2000, and the related consolidated statements of operations and cash flows for the three months ended September 30, 2000. All information included in these financial statements is the representation of the management of Fountain Powerboat Industries, Inc. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of Company personnel responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. /S/PRITCHETT, SILER & HARDY, P.C. PRITCHETT, SILER & HARDY, P.C. Salt Lake City, Utah October 30, 2000 1 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS September 30, June 30, 2000 2000 _____________ _____________ CURRENT ASSETS: Cash and cash equivalents $ 1,232,952 $ 1,983,439 Accounts receivable, net 2,282,950 1,701,643 Inventories 5,808,990 7,880,136 Prepaid expenses 1,036,871 574,615 Current tax assets 1,772,536 1,481,666 _____________ _____________ Total Current Assets 12,134,299 13,621,499 _____________ _____________ PROPERTY, PLANT AND EQUIPMENT 38,372,328 37,686,040 Less: Accumulated depreciation (19,351,243) (18,752,789) _____________ _____________ 19,021,085 18,933,251 _____________ _____________ OTHER ASSETS 901,991 876,334 _____________ _____________ $32,057,375 $33,431,084 _____________ _____________ 2 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) [Continued] September 30, June 30, 2000 2000 _____________ _____________ CURRENT LIABILITIES: Current maturities - long-term debt $ 2,616,834 $ 2,613,534 Current maturities - capital lease 12,999 12,999 Accounts payable 5,390,275 4,993,717 Accrued expenses 2,195,078 2,504,603 Dealer territory service accrual 854,822 907,230 Customer deposits 31,470 322,040 Allowance for boat repurchases 200,000 200,000 Reserve for warranty expense 590,000 590,000 _____________ _____________ Total Current Liabilities 11,891,478 12,144,123 LONG-TERM DEBT, less current maturities 7,520,741 8,151,546 CAPITAL LEASE, less current maturities 63,940 63,940 DEFERRED TAX LIABILITY 1,181,283 1,180,817 COMMITMENTS AND CONTINGENCIES [NOTE 7] - - _____________ _____________ Total Liabilities 20,657,442 21,540,426 _____________ _____________ STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 200,000,000 shares authorized, 4,732,608 shares issued 47,326 47,326 Additional paid -in capital 10,303,640 10,303,640 Retained earnings 1,159,715 1,650,440 _____________ _____________ 11,510,681 12,001,406 Less: Treasury stock, at cost, 15,000 shares (110,748) (110,748) _____________ _____________ Total Stockholders' Equity 11,399,933 11,890,658 _____________ _____________ $32,057,375 $33,431,084 _____________ _____________ The accompanying notes are an integral part of these financial statements. 3 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended September 30, ____________________________ 2000 1999 _____________ ______________ NET SALES $ 13,686,344 $ 10,795,168 COST OF SALES 11,791,217 8,759,941 _____________ ______________ Gross Profit 1,895,127 2,035,227 _____________ ______________ EXPENSES: Selling expense 1,598,692 1,586,283 Selling expense - related parties 75,082 127,097 General and administrative 747,692 721,503 _____________ ______________ Total expenses 2,421,466 2,434,883 _____________ ______________ OPERATING INCOME (LOSS) (526,339) (399,656) NON-OPERATING INCOME (EXPENSE): Other income (expense) 8,687 28,986 Interest expense (253,691) (283,391) _____________ ______________ INCOME (LOSS) BEFORE INCOME TAXES (771,343) (654,061) CURRENT TAX EXPENSE 9,785 - DEFERRED TAX (BENEFIT) (290,404) (284,303) _____________ ______________ NET INCOME (LOSS) $ (490,724)$ (369,758) _____________ ______________ EARNINGS (LOSS) PER SHARE $ (.10)$ (.08) _____________ ______________ WEIGHTED AVERAGE SHARES OUTSTANDING 4,732,608 4,732,608 _____________ ______________ DILUTED EARNINGS PER SHARE: $ N/A $ N/A _____________ ______________ DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING N/A N/A _____________ ______________ The accompanying notes are an integral part of these financial statements. 4 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash and Cash Equivalents For the Three Months Ended September 30, __________________________________ 2000 1999 ________________ ________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (490,724) $ (369,758) ________________ ________________ Adjustments to reconcile net income (loss)to net cash provided by operating activities: Depreciation expense 598,453 637,896 Net deferred taxes (290,404) (284,303) Change in assets and liabilities: (Increase) decrease in accounts receivable (581,308) (232,922) (Increase) decrease in inventories 2,071,146 (1,053,428) (Increase) decrease in prepaid expenses (462,256) (68,601) Increase (decrease) in accounts payable 396,558 1,496,682 Increase (decrease) in accrued expenses (300,525) (593,501) Increase (decrease) in dealer territory service accrual (52,408) (107,026) Increase (decrease) in customer deposits (290,569) 5,350 ________________ ________________ Net Cash Provided (Used) by Operating Activities $ 588,963 $ (569,611) ________________ ________________ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant, and equipment (686,288) (472,545) (Increase) in other assets (25,657) (33,744) ________________ ________________ Net Cash Provided (Used) by Investing Activities $ (711,945) $ (506,289) ________________ ________________ CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt $ (627,505) $ (237,177) ________________ ________________ Net Cash Provided (Used) by Financing Activities $ (627,505) $ (237,177) ________________ ________________ Net increase (decrease) in cash and cash equivalents $ (750,487) $ (1,313,077) Cash and cash equivalents at beginning of year 1,983,439 2,217,301 ________________ ________________ Cash and cash equivalents at end of period $ 1,232,952 $ 904,224 ________________ ________________ 5 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash and Cash Equivalents [Continued] For the Three Months Ended September 30, __________________________________ 2000 1999 ________________ ________________ Supplemental Disclosures of Cash Flow information: Cash paid during the period for: Interest $ 270,140 $ 280,805 Income taxes $ 9,785 $ - Supplemental Disclosures of Noncash investing and financing activities: For the three month period ended September 30, 2000: None For the three month period ended September 30, 1999: None The accompanying notes are an integral part of these financial statements. 6 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION Although these statements have been reviewed by our independent auditors, they are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2000 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted for purposes of filing interim financial statements with the Securities and Exchange Commission. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2000 audited financial statements. The results of operations for the period ended September 30, 2000 is not necessarily indicative of the operating results for the full year. NOTE 2 - GAIN ON INSURANCE CLAIMS FROM HURRICANES During September 1999, the Company experienced flooding and the temporary closure of the production facility as a result of Hurricanes "Dennis" and "Floyd" hitting Eastern North Carolina. As a result of the hurricanes, the Company sustained damages of approximately $277,172 to inventory and $389,063 to property, plant and equipment, which includes $300,000 in damages to the Company's yacht mold and $51,658 in additional expenses. The Company filed a business interruption claim for damages due to lost revenues from the closure of the production facility and inefficiencies due to storm preparation, cleanup and work force shortages. As of September 30, 2000, the insurance carriers have paid $1,058,618 for damages to the inventory, property, plant, and equipment including the Yacht Mold and other expenses. The Company filed its claim for business interruption and believes it complied with all aspects of its policy. When a timely and reasonable resolution could not be reached, the Company filed suit against its insurance carrier. As of September 30, 2000 the insurance carrier has advanced $951,650 towards the business interruption claim. During fiscal year 2000 the Company has recorded a gain on insurance claims from the hurricanes of $891,539. On October 10, 2000 checks totaling $1,350,000 were received by the Company from the insurance carrier in full and final payment of all claims. NOTE 3 - ACCOUNTS RECEIVABLE As of September 30, 2000, accounts receivable were $2,282,950 net of the allowance for bad debts of $27,841. This represents an increase of $581,307 from the $1,701,643 in net accounts receivable recorded at June 30, 2000. Of the $2,282,950 balance at September 30, 2000, $1,767,509 has subsequently been collected as of October 11, 2000, and the remaining $515,441 is believed to be fully collectible. 7 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - INVENTORIES Inventories at September 30, 2000 and June 30, 2000 consisted of the following: September 30, June 30, 2000 2000 _____________ _____________ Parts and supplies $ 3,395,605 $ 3,402,176 Work-in-process 1,691,303 3,743,713 Finished goods 872,082 884,247 Obsolete inventory reserve (150,000) (150,000) _____________ _____________ Total $ 5,808,990 $ 7,880,136 _____________ _____________ NOTE 5 - REVENUE RECOGNITION The Company generally sells boats only to authorized dealers and to the U.S. Government. A sale is recorded when a boat is shipped to a dealer or to the Government, legal title and all other incidents of ownership have passed from the Company to the dealer or to the Government, and an account receivable is recorded or payment is received from the dealer, from the Government, or from the dealer's third-party commercial lender. This is the method of sales recognition in use by most boat manufacturers The Company has developed criteria for determining whether a shipment should be recorded as a sale or as a deferred sale (a balance sheet liability). The criteria for recording a sale are that the boat has been completed and shipped to a dealer or to the Government, that title and all other incidents of ownership have passed to the dealer or to the Government, and that there is no direct or indirect commitment to the dealer or to the Government to repurchase the boat or to pay floor plan interest for the dealer beyond the normal, published sales program terms. The sales incentives floor plan interest expense for each individual boat sale is accrued for the maximum six month (180 days) interest payment period in the same fiscal accounting period that the related boat sale is recorded. The entire six months interest expense is accrued at the time of the sale because the Company considers it a selling expense. The amount of interest accrued is subsequently adjusted to reflect the actual number of days of the remaining liability for floor plan interest for each individual boat remaining in the dealer's inventory and on floor plan. Presently, the Company's normal sales program provides for the payment of floor plan interest on behalf of its dealers for a maximum of six months. The Company believes that this program is currently competitive with the interest payment programs offered by other boat manufacturers, but may from time to time adopt and publish different programs as necessary in order to meet competition. 8 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - COMMITMENTS AND CONTINGENCIES Manufacturer Repurchase Agreements - The Company makes available through third-party finance companies floor plan financing for many of its dealers. Sales to participating dealers are approved by the respective finance companies. If a participating dealer does not satisfy its obligations under the floor plan financing agreement in effect with its commercial lender(s) and boats are subsequently repossessed by the lender(s), then under certain circumstances the Company may be required to repurchase the repossessed boats if it has executed a repurchase agreement with the lender(s). At September 30, 2000, the Company had a total contingent liability to repurchase boats in the event of dealer defaults and if repossessed by the commercial lenders amounting to approximately $32,235,188. The Company has reserved for the future losses it might incur upon the repossession and repurchase of boats from commercial lenders. The amount of the allowance is based upon probable future events, which can be reasonably estimated. At September 30, 2000, the allowance for boat repurchases was $200,000. Dealer Interest - The Company regularly pays a portion of dealers' interest charges for floor plan financing for up to six months. These interest charges amounted to $372,675 for the first three months of Fiscal 2001 and are included in the accompanying consolidated statements of operations as part of selling expense. At September 30, 2000, the estimated unpaid dealer incentive interest included in accrued expenses amounted to $534,978. 9 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 - TRANSACTIONS WITH RELATED PARTIES At September 30, 2000, the Company had receivables from and advances to employees of the Company amounting to $9,198. The Company paid $75,082 for the three month period ended September 30, 2000, for advertising and public relations services from an entity owned by a director of the Company. NOTE 8 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109. SFAS 109 requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards. For the three month period ended September 30, 2000, the Company provided $0 for current income taxes and a benefit $0 for deferred income taxes. NOTE 9 - STOCK OPTIONS At September 30, 2000 there were 526,000 unexercised stock options, of which 510,000 were held by officers and directors of the Company at prices ranging from $3.1875 to $5.00 per share. NOTE 10 - EARNINGS (LOSS) PER SHARE The computations of earnings (loss) per share and diluted earnings per share amounts are based upon the weighted average number of outstanding common shares during the periods, plus, when their effect is dilutive, additional shares assuming the exercise of certain vested stock options, reduced by the number of shares which could be purchased from the proceeds from the exercise of the stock options assuming they were exercised. Diluted earnings per share for the three month period ended September 30, 2000 and 1999, was not presented as its effect was anti-dilutive. NOTE 11 - SUBSEQUENT EVENTS On October 10, 2000, checks totaling $1,350,000 were received by the Company from the insurance carrier in full and final payment of all insurance claims (See Note 2). Proceeds will be used to pay legal, accounting, and other hurricane claims associated expenses of approximately $202,000. 10 Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations. The operating loss for the first quarter ended September 30, 2000 was $(526,339) or $(.11) per share versus $(399,656) or $(.08) per share for the corresponding period of the previous year. The operating loss as a percent of sales for the first quarter of Fiscal 2001 was (3.8)% versus (3.7)% for the same period the previous Fiscal year. The net loss for the first quarter of Fiscal 2001 was $(490,724) or $(.10) per share. This compares to a net loss of $(369,758) or $(.08) per share for the first quarter of Fiscal 2000. Net sales were $13,686,344 for the first quarter of Fiscal 2001 as compared to $10,795,168 for the first quarter of the prior Fiscal year. Unit sales volume for the first quarter of Fiscal 2001 was 96 boats as compared to 89 boats for the first Fiscal quarter of 2000. The hurricanes that hit eastern North Carolina in September, 1999 (see Note 2) disrupted production and shipments of boats and had an adverse effect on the first quarter of Fiscal 2000. Sales revenue for the three months ended September 30, 2000, was 3 % below planned sales revenue. Sales were affected by the cooler than normal weather experienced by much of the United States this past summer. The Company believes the introduction of the new line of wide beam cruisers, which is intended to address the growing demand for family-oriented cruisers in the North American middle market, will generate additional sales revenue and the Company will meet its planned boat sales revenue of $54,000,000 for fiscal 2001. For the first quarter of Fiscal 2001, the gross margin on sales was $1,895,127 (14%) as compared to $2,035,227 (19%) for the first quarter of the prior fiscal year. The decrease in gross margin was due primarily to higher than expected production costs, particularly cost of sale for the 65 Yacht, higher insurance costs because of increased rates caused by the hurricanes, and higher development costs associated with the wide beam cruisers mentioned above. Selling expenses were $1,673,774 for the first quarter of Fiscal 2001 as compared to $1,713,380 for the first quarter of last Fiscal year. Decreased selling expense was primarily due to a decrease in racing expense (383,000) and an increase in advertising expense (188,000) and dealer floor plan interest (162,000). General and administrative expenses were $747,692 for the first quarter of Fiscal 2001 as compared to $721,503 for the first quarter of last Fiscal year. Interest expense for the first quarter of Fiscal 2001 was $253,691 as compared to $283,391 for the first quarter of last year. 11 Other non-operating (income)/expense for the first quarter was $(8,687) as compared to $(28,986) for the first quarter of last fiscal year. Financial Condition. The Company's cash flows for the three months ended September 30, 2000 are summarized as follows: Net cash provided by operating activities....$ 588,963 " " used in investing activities..............(711,945) " " used by financing activities............(627,505) Net decrease in cash..................$ (750,487) ============= This net decrease compares to a $(1,313,077) net decrease for the first three months of the prior fiscal year. Cash used in the first three months of Fiscal 2001 to acquire additional property, plant, and equipment (investing activity) amounted to $711,945 of which $25,657 was for other assets. For the remainder of the year ending June 30, 2001 and beyond, the Company expects to generate sufficient cash through operations to meet its needs and obligations. In addition, management believes that with the near term settlement of its pending insurance claim, the Company's sales and production volume will continue to grow with a gradual improvement in net earnings and cash flow. Most of the Company's cash resources will be used to maintain and improve its plant and equipment and for new product tooling. Cautionary Statement for Purposes of "Safe Harbor" Under the Private Securities Reform Act of 1995. The Company may, from time to time, make forward-looking statements, including statements projecting, forecasting, or estimating the Company's performance and industry trends. The achievement of the projections, forecasts, or estimates contained in these statements is subject to certain risks and uncertainties, and actual results and events may differ materially from those projected, forecasted, or estimated. The applicable risks and uncertainties include general economic and industry conditions that affect all businesses, as well as matters that are specific to the Company and the markets it serves. For example, the achievement of projections, forecasts, or estimates contained in the Company's forward- looking statements may be impacted by national and international economic conditions; compliance with governmental laws and regulations; accidents and acts of God; and all of the general risks associated with doing business. 12 Risks that are specific to the Company and its markets include but are not limited to compliance with increasingly stringent environmental laws and regulations; the cyclical nature of the industry; competition in pricing and new product development from larger companies with substantial resources; the concentration of a substantial percentage of the Company's sales with a few major customers, the loss of, or change in demand from, any of which could have a material impact upon the Company; labor relations at the Company and at its customers and suppliers; and the Company's single-source supply and just-in- time inventory strategies for some critical boat components, including high performance engines, which could adversely affect production if a single-source supplier is unable for any reason to meet the Company's requirements on a timely basis. PART II. Other Information. ITEM 6: Exhibits and Reports on Form 8-K. (a) No Exhibits (b) The Registrant filed no Current Reports on Form 8-K during the first three months of Fiscal 2001. 13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FOUNTAIN POWERBOAT INDUSTRIES, INC. (Registrant) By: /S/David A. Simmons Date: October 31, 2000 Chief Financial Officer and Designated Principal Accounting Officer 14