FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to For Quarter Ended Commission File Number 0-10316 FOUNTAIN POWERBOAT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) NEVADA 56-1774895 (State or other jurisdiction (I.R.S. Identification No.) of incorporation or organization) WHICHARD'S BEACH ROAD P.O. DRAWER 457 WASHINGTON, NC 27889 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (919) 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 issurer's classes of common stock as of the latest practicable date. Class Outstanding at OCTOBER 31, 1997 Common stock, $.01 par value 4,755,108 shares FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY INDEX PART I. FINANCIAL INFORMATION. PAGE NO. Review Report of Independent Certified Public Accountants........................... 3 Consolidated Balance Sheets - Assets, September 30, 1997 and June 30, 1997......... 4 Consolidated Balance Sheets - Liabilities & Shareholders' Equity, September 30, 1997 and June 30, 1997............................ 5 Consolidated Statements of Income - Three Months Ended September 30, 1997 and September 30, 1996.......................6 -7 Consolidated Statements of Cash Flows - Three Months Ended September 30, 1997 and September 30, 1996......................8 - 9 Notes to Consolidated Financial Statements....10 - 15 Management's Discussion and Analysis of Results of Operations and Financial Condition........................15 - 18 PART II. OTHER INFORMATION. Item 6. Exhibits and Reports on Form 8 and Form 8-K....... 18 Signature....................................... 19 -2- PRITCHETT, SILER & HARDY, P.C. 430 East 400 South Salt Lake City, Utah (801) 328-2727 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, 1997, and the related consolidated statements of operations and cash flows for the three months then ended. 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. PRITCHETT, SILER & HARDY, P.C. November 14, 1997 -3- FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS ASSETS (Unaudited - See Accountants' Review Report) September 30, June 30, 1997 1997 ___________ ___________ CURRENT ASSETS: Cash and cash equivalents $1,532,994 $2,994,503 Certificates of deposit - 696,155 Accounts receivable, net 3,948,585 1,867,747 Inventories 5,703,911 3,937,757 Prepaid expenses 1,020,302 1,131,703 Deferred tax asset 774,007 369,268 ___________ ___________ Total Current Assets 12,979,799 10,997,133 ___________ ___________ PROPERTY, PLANT AND EQUIPMENT 26,841,681 24,554,322 Less: Accumulated depreciation (12,727,478) (12,335,166) ___________ ___________ 14,114,203 12,219,156 ___________ ___________ OTHER ASSETS 500,607 497,607 ___________ ___________ $27,594,609 $23,713,896 ___________ ___________ [Continued] -4- FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY [Continued] September 30, June 30, 1997 1997 ___________ ___________ CURRENT LIABILITIES: Current portion/long-term debt $ 716,251 $ 595,607 Accounts payable 3,780,639 1,987,508 Accrued expenses 1,058,101 860,786 Dealer territory service accrual 1,220,817 1,637,572 Customer deposits 211,272 310,042 Allowance for boat repurchases 200,000 200,000 Reserve for warranty expense 500,000 500,000 Net liabilities of discontinued operations 81,996 213,697 ___________ ___________ Total Current Liabilities 7,769,076 6,305,212 ___________ ___________ LONG-TERM DEBT, LESS CURRENT PORTION 8,377,193 7,677,771 NOTE PAYABLE - RELATED PARTY 415,821 - DEFERRED TAX LIABILITY 593,035 369,268 ___________ ___________ Total Liabilities 17,155,125 14,352,251 ___________ ___________ COMMITMENTS AND CONTINGENCIES [NOTE 6] - - STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 200,000,000 shares authorized, 4,755,108 shares issued 47,551 47,251 Capital in excess of par value 10,624,940 10,517,740 Deficit accumulated (122,259) (1,092,598) ___________ ___________ 10,550,232 9,472,393 Less: Treasury stock (110,748) (110,748) ___________ ___________ Total Stockholders' Equity 10,439,484 9,361,645 ___________ ___________ $27,594,609 $23,713,896 ___________ ___________ The accompanying notes are an integral part of these financial statements. -5- FOUNTAIN POWERBOAT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - See Accountants' Review Report) For the Three Months Ended September 30, ____________________________________ 1997 1996 _____________ _____________ NET SALES $ 11,521,434 $ 12,320,373 COST OF SALES 8,568,073 9,073,259 _____________ _____________ Gross Profit 2,953,361 3,247,114 _____________ _____________ EXPENSES: Selling expense 1,033,094 984,044 General and administrative 720,733 665,980 General and administrative - related parties 72,921 83,832 _____________ _____________ Total expenses 1,826,748 1,733,856 _____________ _____________ OPERATING INCOME 1,126,613 1,513,258 NON-OPERATING INCOME (EXPENSE): Other income 16,458 85,864 Interest expense (145,972) (159,053) _____________ _____________ INCOME BEFORE INCOME TAXES 997,099 1,440,069 CURRENT TAX EXPENSE 234,332 104,680 DEFERRED TAX (BENEFIT) (180,972) - _____________ _____________ INCOME FROM CONTINUING OPERATIONS 943,739 1,335,389 _____________ _____________ DISCONTINUED OPERATIONS: Income from Operations of Fountain Power, Inc. and Mach Performance, Inc. (Net of no income tax effect) 26,600 - Estimated losses on disposal of the operations of Fountain Power, Inc. and Mach Performance, Inc. (Net of no income tax effect) - - _____________ _____________ INCOME FROM DISCONTINUED OPERATIONS 26,600 - _____________ _____________ NET INCOME $ 970,339 $1,335,389 _____________ _____________ [Continued] -6- FOUNTAIN POWERBOAT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - See Accountants' Review Report) [Continued] For the Three Months Ended September 30, ____________________________________ 1997 1996 _____________ _____________ PRIMARY EARNINGS PER SHARE: Continuing Operations $ .18 $ .28 Loss from Operations of Discontinued Segments .01 - Estimated Loss on Disposal of Discontinued Segments - - _____________ _____________ PRIMARY EARNINGS PER SHARE $ .19 $ .28 _____________ _____________ WEIGHTED AVERAGE SHARES OUTSTANDING 5,128,003 4,798,359 _____________ _____________ FULLY DILUTED EARNINGS PER SHARE: Continuing Operations $ .18 $ .28 Loss from Operations of Discontinued Segments .01 - Estimated Loss on Disposal of Discontinued Segments - - _____________ _____________ FULLY DILUTED EARNINGS PER SHARE: $ .19 $ .28 _____________ _____________ FULLY DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,143,631 4,807,863 _____________ _____________ The accompanying notes are an integral part of these financial statements. -7- FOUNTAIN POWERBOAT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited - See Accountants' Review Report) For the Three Months Ended September 30, __________________________________ 1997 1996 __________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 970,339 $1,335,389 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense 392,312 402,438 (Increase) decrease in accounts receivable (2,080,838) 390,004 (Increase) decrease in inventory (1,766,154) 428,794 (Increase) decrease in prepaid expenses 111,401 (78,358) (Increase) decrease in other assets (3,000) (2,999) Increase (decrease) in accounts payable 1,793,131 (333,610) Increase (decrease) in accrued expenses 197,315 91,476 Increase (decrease) in dealer service territory accrual (416,755) - Increase (decrease) in customer deposits (98,770) (101,328) Net deferred taxes (180,972) - Net liabilities of discontinued operations (131,701) - __________________________ Net Cash Provided by (Used in) Operating Activities $(1,213,692) $2,131,806 __________________________ CASH FLOWS FROM INVESTING ACTIVITIES: Construction of molds, plugs, and other tooling (789,878) (477,506) Purchase of property, plant, and equipment (122,481) (150,561) Proceeds from certificates of deposit, net 696,155 - __________________________ Net Cash Provided by(Used in) Investing Activities $(216,204) $(628,067) __________________________ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt $ - $ - Repayment of long-term debt (139,113) (185,770) Note payable, revolving line of credit - (154,306) Proceeds from issuance of common stock 107,500 - __________________________ Net Cash Provided by (Used in) Financing Activities $(31,613) $(340,076) __________________________ Net increase (decrease) in cash $(1,461,509) $1,163,663 Cash at beginning of year 2,994,503 1,360,619 __________________________ Cash at end of period $1,532,994 $2,524,282 __________________________ [Continued] -8- FOUNTAIN POWERBOAT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited - See Accountants' Review Report) [Continued] For the Three Months Ended September 30, __________________________________ 1997 1996 __________________________ Supplemental Disclosures of Cash Flow information: Cash paid during the period for: Interest: Unrelated parties $ 139,619 $ 159,053 Related parties - - __________________________ $ 139,619 $ 159,053 __________________________ Income taxes $ 55,264 $ 104,680 __________________________ Supplemental Disclosures of Non-cash investing and financing activities: On September 30, 1997 the Company purchased an airplane from a related party for $1,375,000 through the issuance of a $415,821 note payable to the related party and assuming $959,179 underlying indebtness on the plane. The accompanying notes are an integral part of these financial statements. -9- FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited - See Accountants' Review Report) 1. BASIS OF PRESENTATION. Although these statements have been reviewed by our independent auditors, they are unaudited. The statements, in management's opinion, present fairly the Company's financial position and results of its operations for the interim periods presented. Certain information and footnote disclosures normally included in the financial statements have been omitted. It is suggested that this unaudited interim period financial information be read in conjunction with the Company's audited financial statements for the fiscal year ended June 30, 1997. The results of operations for the period ended September 30, 1997 are not necessarily indicative of the operating results for the full year. 2. ACCOUNTS RECEIVABLE. As of September 30, 1997, accounts receivable were $3,948,585 net of the allowance for bad debts of $31,928. This represents a increase of $2,080,838 from the $1,867,747 in net accounts receivable recorded at June 30, 1997. Of the $3,948,585 balance at September 30, 1997, $3,226,794 has subsequently been collected as of October 31, 1997, and the remaining $721,791 is believed to be fully collectible. 3. INVENTORIES. Inventories at September 30, 1997 and June 30, 1997 consisted of the following: September 30, June 30, 1997 1997 Parts and supplies.................$ 3,164,271 $ 2,985,615 Work-in-process.................... 2,308,191 882,323 Finished goods..................... 331,449 169,819 Trailers........................... -0- -0- Obsolete inventory reserve......... (100,000) (100,000) Total..............................$ 5,703,911 $ 3,937,757 ============= ============= -10- FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited - See Accountants' Review Report) 4. REVENUE RECOGNITION. The Company 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 incentive 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 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. -11- 5. ALLOWANCE AND QUALIFYING ACCOUNTS. For the three months ended September 30, 1997, the Company adjusted its allowance and qualifying accounts as follows: Balance at Charged to Balance Beginning Cost and Additions at End of Period Expense (Deductions) of Period Allowance for boat repur- chases $ 200,000 $ -0- $ -0- $ 200,000 Allowance for doubtful accounts 30,000 2,057 (129) 31,928 Allowance for warranty claims 500,000 67,987 (67,987) 500,000 Allowance for inventory values 100,000 -0- -0- 100,000 ---------- ---------- ---------- --------- Total $ 830,000 $ 70,044 $ (68,116) $ 831,928 ========== ========== ========== ========= In management's opinion, the balances of the allowance and qualifying accounts are adequate to provide for all reasonably anticipated future losses. 6. COMMITMENTS AND CONTINGENCIES. 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, 1997, 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 $12,500,000. -12- FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited - See Accountants' Review Report) The Company has reserved for probable future losses it is expected to incur upon the repossession and repurchase of boats from commercial lenders. At September 30, 1997, the allowance for losses on boat repurchases was $200,000. The amount of the allowance is based upon probable future events which can be reasonably estimated. Additionally, as part of its normal sales program, the Company regularly pays a portion of dealers' interest charges for floor plan financing for up to six months. Such charges amounting to $126,000 for the first three months of Fiscal 1998 are included in selling expenses in the accompanying statement of operations. 7. TRANSACTIONS WITH RELATED PARTIES. Prior to 1993,the Company owned and operated an aircraft. During fiscal 1993, the aircraft was sold to officer and director of the Company. The company has been leasing airplane services from the officer and director since that time. During the first quarter of Fiscal 1998, the board of directors determined to acquire an airplane for the Company and approved the acquisition of an airplane from Mr. Fountain for $1,375,000. The Company issued a note payable to Mr. fountain for $415,821 and assumed the balance of a note payable to General Electric Capital Corporation for $959,179. The Company paid or accrued the following amounts for services rendered or for interest on indebtedness to related parties: Three Months Ended September 30, 1997 1996 Apartments - rentals $ 970 $ 4,370 R.M. Fountain, Jr. - aircraft rental 71,951 79,462 ----------- ----------- $ 72,921 $ 83,832 =========== =========== At September 30, 1997 the Company had travel advances and other receivables from employees in the amount of $121,465, of which $101,310 was due from an officer of the Company. -13- 8. INCOME TAXES. During the first quarter of Fiscal 1998, the Company will use up all of its net operating loss carryforwards. Consequently, for the three months ended September 30, 1997, the Company provided $234,332 for current income taxes and a benefit of $180,972 for deferred income taxes. 9. STOCK OPTIONS. At September 30, 1997 there were 576,000 unexercised stock options, of which 516,000 were held by officers and directors of the Company at prices ranging from $3.583 to $8.167 per share. During the first quarter of this Fiscal year, one of the directors exercised his stock options of 30,000 shares at $3.583 per share. 10. EARNINGS PER SHARE. The computations of primary and fully 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. 11. COMMON STOCK SPLIT. During July 1997, the Company approved a three-for-two forward stock split of all its previously issued and outstanding common stock including options to purchase common stock (effectively a three share for two share stock dividend). The shareholder record date was August 1, 1997 with fractional shares paid in cash on August 14, 1997. The split was accomplished during August. The effect of the common stock split has been reflected in these financial statements. 12. DISCONTINUED OPERATIONS. Net (liabilities) of discontinued operations at September 30, 1997 consisted of the following: -14- 1997 _________ Equipment, net 500,242 Accounts Payable (38,226) Warranty & returns reserve (98,645) Customer deposits (4,966) Estimated loss on disposal (440,401) _________ $ (81,896) _________ 13. SUBSEQUENT EVENTS. DISOLUTION OF SUBSIDIARIES - Effective October 1, 1997, Fountain Trucking, Inc., Fountain Sportswear, Inc., Fountain Aviation, Inc. And Fountain Unlimited, Inc. Were dissolved. In connection with the dissolution of the subsidiaries, the operations of Fountain Trucking, Inc. And Fountain Sportswear, Inc. Were transferred to Fountain Powerboats, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS. The operating income for the first quarter ended September 30, 1997 was $1,126,613 or $.22 per share versus $1,513,258 or $.30 per share for the corresponding period of the previous year. Operating income as a percent of sales for the first quarter of Fiscal 1998 was 9.8% versus 12.3% for the same period the previous Fiscal year. The net income for the first quarter of Fiscal 1998 was $970,339 or $.19 per share. This compares to net income amounting to $1,335,389, or $.28 per share (increased from effect of NOL carry- forward from 1994) for the first quarter of Fiscal 1997. For the first quarter of Fiscal 1998, our actual net income was as planned. Net sales were $11,521,434 for the first quarter of Fiscal 1998 as compared to $12,320,373 for the first quarter of the prior Fiscal year. Unit sales volume for the first quarter of Fiscal 1998 was 110 boats as compared to 111 boats for the first quarter of 1997. The first quarter of fiscal 1998 contained one less production week than the first quarter of the previous year due to a planned vacation shutdown. Overall, sales were as planned for the first quarter of Fiscal 1998. For the first quarter of Fiscal 1998, the gross margin on sales was $2,953,361 (26%) as compared to $3,247,114 (26%) for the first quarter of the prior fiscal year. Selling expenses were $1,033,094 for the first quarter of Fiscal 1998 as compared to $984,044 for the first quarter of last year. Most of the increase for Fiscal 1998 was in promotional racing and fishing team expense. -15- General and administrative expenses were $793,654 for the first quarter of Fiscal 1998 as compared to $749,812 for the first quarter of last year. Interest expense for the first quarter of Fiscal 1998 was $145,972 as compared to $159,053 for the first quarter of last year. Interest expense is down due to restructuring and consolidation of several loans into one at a reduced interest rate during the second quarter of last year. Other non-operating income for the first quarter was $16,458 as compared to $85,866 for the first quarter of last year during which Mr. Fountain earned $65,000 in consulting revenue from a vendor for the Company. A new consulting agreement for Fiscal 1998 has not yet been concluded. FINANCIAL CONDITION. The Company's cash flows for the first three months of Fiscal 1998 are summarized as follows: Net cash used in operating activities.......$(1,213,692) " " used in investing activities....... ( 216,204) " " provided by financing activities... ( 31,613) Net decrease in cash........................$(1,461,509) =========== This net increase compared to a $1,163,663 net increase for the first three months of the prior fiscal year. Cash used in the first three months of Fiscal 1998 to acquire additional property, plant, and equipment (investing activity) amounted to $912,359 of which $789,878 was for plugs, molds, and other product tooling. On December 31, 1996, the Company concluded a $10,000,000 credit agreement with General Electric Capital Corporation. Under the terms of the new credit agreement, the Company refinanced substantially all of its interest bearing debts and will have additional funds made available to it for expansion. Initially, the Company borrowed $7,500,000 from GE Capital Services primarily to refinance existing debts. All of the Company's prior interest bearing debts to MetLife Capital Corporation, Deutsche Financial Services, GE Capital Corporation, Branch Bank & Trust Leasing Corp., and other smaller creditors were paid off entirely. The Company borrowed another $1,000,000 from GE Capital Services to fund plant and equipment additions. An additional $1,500,000 is available to the Company for further expansion until December 31, 1997. The Company expects to have borrowed the remaining $1,500,000 prior to December 31, 1997. The interest rate on the indebtedness to GE Capital Services is variable. There is a ten- year amortization of the debt with a five-year call. -16- The loan is secured by all of the Company's real and personal property and by the Company's assignment of a $1,000,000 key man life insurance policy. For the remainder of 1998 and beyond, the Company expects to generate sufficient cash through operations to meet its needs and obligations. Management believes that the Company's sales and production volume will continue to grow with a corresponding increase in net earnings and cash flow. Most of the Company's cash resources will be used to maintain and improve its plant and equipment, for new product tooling, for completion of its interim yacht production facility and site improvements to accomodate testing of the 65' Super Cruiser. We anticipate finishing our first yacht during the third quarter of Fiscal 1998. 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. 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. - -16- PART II. OTHER INFORMATION. -17- ITEM 2: CHANGE IN SECURITIES. During the first quarter of Fiscal 1998, the Company announced a three for two forward stock split, The shareholder record date was set at August 1, 1997, with fractional shares to be paid in cash on the payable date, August 14, 1997. ITEM 6: EXHIBITS AND REPORTS ON FORM 8 AND FORM 8-K. (a) No Amendments on Form 8 were filed by the Registrant during the first three months of Fiscal 1998. (b) No Current Reports on Form 8-K were filed by the Registrant during the first three months of Fiscal 1998. -18- 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/ Joseph F. Schemenauer Date: November 14, 1997 Joseph F. Schemenauer Vice President, Chief Financial Officer, and Designated Principal Accounting Officer -19-