FOUNTAIN POWERBOAT INDUSTRIES, INC. FORM 10-Q/A QUARTERLY REPORT FOR THE QUARTER ENDED SEPTEMBER 30, 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A 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, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ For the Quarter Ended 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: (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 issuer's classes of common stock as of the latest practicable date. Class Outstanding at October 27, 1998 Common Stock, $.01 par value 4,702,608 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, 1998 and June 30, 1998 2 - 3 Unaudited Consolidated Statements of Income, for the three months ended September 30, 1998 and September 30, 1997 4 - 5 Unaudited Consolidated Statements of Cash Flows, for the three months ended September 30, 1998 and September 30, 1997 6 - 7 Notes to Unaudited Consolidated Financial Statements 8 - 12 Management's Discussion and Analysis of Results of Operations and Financial Condition 12 - 14 Part II Other Information Item 2 Change in Securities 14 Item 6 Exhibits and Reports on Form 8 and Form 8-K 14 Signature 15 PRITCHETT, SILER & HARDY, P.C. Certified Public Accountants 430 East 400 South Salt Lake City, Utah 84111 (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, 1998, and the related consolidated statement of income for the three months then ended and the related consolidated statement of 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 inquires 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. October 27, 1998 FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited - See Accountant's Review Report) ASSETS September 30, June 30, 1998 1998 _____________ _____________ CURRENT ASSETS: Cash and cash equivalents $ 3,359,125 $ 1,376,984 Accounts receivable, net 1,558,709 2,715,754 Inventories 7,435,072 7,077,540 Prepaid expenses 705,476 489,290 Current tax assets 1,019,303 1,058,967 _____________ _____________ Total Current Assets 14,077,685 12,718,535 _____________ _____________ PROPERTY, PLANT AND EQUIPMENT 34,536,509 33,411,011 Less: Accumulated depreciation (14,844,814) (14,254,156) _____________ _____________ 19,691,695 19,156,855 _____________ _____________ OTHER ASSETS 625,002 622,003 _____________ _____________ $34,394,382 $32,497,393 _____________ _____________ [Continued] - 2 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited - See Accountant's Review Report) LIABILITIES AND STOCKHOLDERS' EQUITY [Continued] September 30, June 30, 1998 1998 _____________ _____________ CURRENT LIABILITIES: Notes payable - related party 355,910 415,821 Current maturities - long-term debt 2,296,112 981,365 Accounts payable 2,780,597 3,591,489 Accrued expenses 1,771,759 1,939,791 Dealer territory service accrual 1,810,210 2,046,939 Customer deposits 321,639 510,967 Allowance for boat repurchases 200,000 200,000 Reserve for warranty expense 500,000 500,000 Net liabilities of discontinued operations 10,000 103,612 _____________ _____________ Total Current Liabilities 10,046,227 10,289,984 LONG-TERM DEBT, less current maturities 11,951,808 9,499,895 DEFERRED TAX LIABILITY 813,635 926,807 COMMITMENTS AND CONTINGENCIES [NOTE 6] - - _____________ _____________ Total Liabilities 22,811,670 20,716,686 _____________ _____________ STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 200,000,000 shares authorized, 4,702,608 shares issued 47,026 47,026 Capital in excess of par value 10,196,540 10,196,540 Accumulated earnings 1,449,894 1,647,889 _____________ _____________ 11,693,460 11,891,455 Less: Treasury stock, at cost 15,000 shares (110,748) (110,748) _____________ _____________ Total Stockholders' Equity 11,582,712 11,780,707 _____________ _____________ $34,394,382 $32,497,393 _____________ _____________ The accompanying notes are an integral part of these unaudited financial statements. - 3 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - See Accountant's Review Report) For the Three Months Ended September 30, ___________________________ 1998 1997 _____________ _____________ NET SALES $12,422,227 $11,521,434 COST OF SALES 9,838,911 8,568,073 _____________ _____________ Gross Profit 2,583,316 2,953,361 _____________ _____________ EXPENSES: Selling expense 1,943,182 1,033,094 General and administrative 632,796 720,733 General and administrative - related parties 10,756 72,921 _____________ _____________ Total expenses 2,586,734 1,826,748 _____________ _____________ OPERATING INCOME (LOSS) (3,418) 1,126,613 NON-OPERATING INCOME (EXPENSE): Other income (expense) (4,092) 16,458 Interest expense (255,157) (145,972) Interest expense - related parties (8,836) - _____________ _____________ INCOME (LOSS) BEFORE INCOME TAXES (271,503) 997,099 CURRENT TAX EXPENSE - 234,332 DEFERRED TAX (BENEFIT) (73,508) (180,972) _____________ _____________ INCOME (LOSS) FROM CONTINUING OPER'S (197,995) 943,739 _____________ _____________ 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 (LOSS) $(197,995) $ 970,339 _____________ _____________ [Continued] - 4 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - See Accountant's Review Report) [Continued] For the Three Months Ended September 30, ___________________________ 1998 1997 _____________ _____________ EARNINGS (LOSS) PER SHARE: Continuing Operations $ (.04) $ .20 Income from Operations of Discontinued Segments - .01 Estimated Loss on Disposal of Discontinued Segments - - _____________ _____________ EARNINGS (LOSS) PER SHARE $ (.04) $ .21 _____________ _____________ WEIGHTED AVERAGE SHARES OUTSTANDING 4,702,608 4,734,891 _____________ _____________ DILUTED EARNINGS PER SHARE: Continuing Operations $ N/A .18 Loss from Operations of Discontinued Segments N/A .01 Estimated Loss on Disposal of Discontinued Segments N/A - _____________ _____________ DILUTED EARNINGS PER SHARE: $ N/A $ .19 _____________ _____________ DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING N/A 5,113,349 _____________ _____________ The accompanying notes are an integral part of these unaudited financial statements. - 5 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - See Accountant's Review Report) Increase (Decrease) in Cash and Cash Equivalents For the Three Months Ended September 30, _______________________ 1998 1997 __________ __________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(197,995) $ 970,339 __________ __________ Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense 590,658 392,312 Change in assets and liabilities: (Increase) decrease in accounts receivable 1,157,045 (2,080,838) (Increase) decrease in inventories (357,532) (1,766,154) (Increase) decrease in prepaid expenses (216,186) 111,401 (Increase) decrease in net tax asset - - Increase (decrease) in accounts payable (810,892) 1,793,131 Increase (decrease) in accrued expenses (168,032) 197,315 Increase (decrease) in dealer territory service accrual (236,729) (416,755) Increase (decrease) in customer deposits (189,328) (98,770) Increase (decrease) in allowance for boat returns - - Increase (decrease) in warranty reserve - - Net deferred taxes (73,508) (180,972) Net liabilities of discontinued operations (93,612) (131,701) __________ __________ Net Cash Provided (Used) by Operating Activities $(596,111) $(1,210,692) __________ __________ CASH FLOWS FROM INVESTING ACTIVITIES: (Purchase) sale of certificates of deposit, net - 696,155 Investment in additional molds, plugs, and other tooling (82,384) (789,878) Purchase of property, plant, and equipment (1,043,114) (122,481) (Increase) in other assets (2,999) (3,000) __________ __________ Net Cash Provided (Used) by Investing Activities $(1,128,497) $(219,204) __________ __________ [Continued] - 6 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - See Accountant's Review Report) Increase (Decrease) in Cash and Cash Equivalents [Continued] For the Three Months Ended September 30, _______________________ 1998 1997 __________ __________ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt $4,000,000 $ - Repayment of long-term debt (233,340) (139,113) Repayment of long-term debt - related party (59,911) - Proceeds from issuance of common stock - 107,500 __________ __________ Net Cash Provided (Used) by Financing Activities $3,706,749 $(31,613) __________ __________ Net increase (decrease) in cash and cash equiv.'s $1,982,141 $(1,461,509) Cash and cash equivalents at beginning of year 1,376,984 2,994,503 __________ __________ Cash and cash equivalents at end of period $3,359,125 $ 1,532,994 __________ __________ Supplemental Disclosures of Cash Flow information: Cash paid during the period for: Interest: Unrelated parties $ 216,480 $ 139,619 Related parties 8,836 - __________ __________ $ 225,316 $ 139,619 __________ __________ Income taxes $ 222,538 $ 55,264 __________ __________ Supplemental Disclosures of Noncash investing and financing activities: For the three month period ended September 30, 1998: None For the three month period ended September 30, 1997: On September 30, 1997 the Company purchased an airplane for $1,375,000 from a related party through the issuance of a $415,821 note payable to the related party and assuming $959,179 underlying indebtedness on the plane. The accompanying notes are an integral part of these unaudited financial statements. - 7 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited - See Accountant's Review Report) NOTES TO UNAUDITED 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, 1998 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, 1998 audited financial statements. The results of operations for the period ended September 30, 1998 and 1997 are not necessarily indicative of the operating results for the full year. NOTE 2 - ACCOUNTS RECEIVABLE As of September 30, 1998, accounts receivable were $1,558,709 net of the allowance for bad debts of $30,000. This represents a decrease of $1,157,045 from the $2,715,754 in net accounts receivable recorded at June 30, 1998. Of the $1,558,709 balance at September 30, 1998, $863,225 has subsequently been collected as of October 31, 1998, and the remaining $695,484 is believed to be fully collectible. NOTE 3 - INVENTORIES Inventories at September 30, 1998 and June 30, 1998 consisted of the following: September 30, June 30, 1998 1998 __________ __________ Parts and supplies $4,337,621 $4,510,373 Work-in-process 2,872,768 2,235,394 Finished goods 344,683 451,773 Obsolete inventory reserve (120,000) (120,000) __________ __________ Total $7,435,072 $7,077,540 __________ __________ NOTE 4 - 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. - 8 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited - See Accountant's Review Report) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - REVENUE RECOGNITION [Continued] 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 manufactures, but may from time to time adopt and publish different programs as necessary in order to meet competition. NOTE 5 - ALLOWANCE AND QUALIFYING ACCOUNTS For the three months ended September 30, 1998, 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 repurchases $200,000 $ - $ - $ 200,000 Allowance for doubtful accounts 30,000 - - 30,000 Allowance for warranty claims 500,000 200,478 (200,478) 500,000 Allowance for inventory values 120,000 - - 120,000 __________ __________ __________ __________ Total $850,000 $ 200,478 $ (200,478) $ 850,000 __________ __________ __________ __________ In management's opinion, the balances of the allowance and qualifying accounts are adequate to provide for all reasonably anticipated future losses. - 9 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited - See Accountant's Review Report) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - NOTES PAYABLE AND LINE OF CREDIT During September, 1998 the Company concluded negotiations for a new $4,000,000 promissory note with Transamerica Business Credit Corporation, which included restatement and amendment of certain existing promissory notes with General Electric Capital Corporation ("GECC"). An omnibus Agreement was entered into which provides that all the underlying collateral and encumbered property would apply ratably to all of the Notes Payable. The $4,000,000 promissory note provides for thirty-nine monthly principal payments in the amount of $100,000 beginning October 1, 1998 with a final payment of the entire outstanding payment due on January 2, 2002. Accrued interest will be paid monthly in addition to the principal payment. Interest will be calculated at 2.7% per annum above the published LIBOR Rate (London Interbank Offered Rates) and is calculated monthly. The Company executed a restated and amended Note to GECC in the amount of $9,007,797, which replaces a previous note with the same outstanding balance. The note provides for thirty-nine monthly payments of $123,103, which includes principal and interest. A final payment of the outstanding balance will be due on January 2, 2002. Interest is calculated at 2.7% per annum above the published LIBOR Rate. The Company also executed a restated and amended Note to GECC in the amount of $855,050, which replaces a previous note with the same outstanding balance. The note provides for seventy monthly payments of $15,181, which includes principal and interest. A final payment of the outstanding balance will be due on August 1, 2004. Interest is calculated at 2.7% per annum above the published LIBOR Rate. All of the notes provide for prepayment penalties according to a predefined timetable. NOTE 7 - COMMITMENTS AND CONTINGENCIES Employment Agreement - The Company entered into a three-year employment agreement on August 24, 1998 with its Chief Operating Officer and Executive Vice President. The agreement provides for a base salary of $160,000 per annum with an annual bonus equal to one percent of the Company's pre-tax profits. The agreement also grants the Chief Operating Officer and Executive Vice President a total of 30,000 stock options to purchase the Company's common shares of stock (See Note 10). 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, 1998, 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 $10,300,000. 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, 1998, the allowance for boat repurchases was $200,000. - 10 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited - See Accountant's Review Report) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 - COMMITMENTS AND CONTINGENCIES [Continued] 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 approximately $380,000 for the first three months of Fiscal 1999 and are included in the accompanying consolidated statements of operations as part of selling expense. At September 30, 1998, the estimated unpaid dealer incentive interest included in accrued expenses amounted to $400,000. NOTE 8 - TRANSACTIONS WITH RELATED PARTIES The Company paid or accrued the following amounts for services rendered or for interest on indebtedness to Mr. Reginald M. Fountain, Jr., the Company's Chairman, President, Chief Executive Officer, and Chief Operating Officer, or to entities owned or controlled by him: For the Three Months Ended September 30, ______________________ 1998 1997 __________ __________ Apartments rentals $ 1,920 $ 970 R.M. Fountain, Jr. - airplane rental - 71,951 R.M. Fountain, Jr. - interest on loans 8,836 - __________ __________ $ 10,756 $ 72,921 __________ __________ At September 30, 1998, the Company had receivables and advances from employees of the Company amounting to $88,679, which $69,824 was due from Mr. Fountain. During the year ended June 30, 1998, the Company purchased an airplane from Mr. Fountain for $1,375,000 by assuming the loan on the airplane from G.E. Capital Services for $959,179, and issuing a note to Mr. Fountain in the amount of $415,821. For the three months ended September 30, 1998, the Company paid $257,910 to Mr. Fountain leaving a balance of $157,911 still owing at September 30, 1998. The Company paid $22,500 for the three month period ended September 30, 1998, for advertising and public relations services from an entity owned by a director of the Company. NOTE 9 - INCOME TAXES For the three month period ended September 30, 1998, the Company provided $0 for current income taxes and a benefit of $73,508 for deferred income taxes. - 11 - FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY (Unaudited - See Accountant's Review Report) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - STOCK OPTIONS At September 30, 1998 there were 576,000 unexercised stock options, which 570,000 were held by officers and directors of the Company at prices ranging from $3.58 to $7.8125 per share. During August 1998, the Company granted 30,000 stock options in connection with an employment agreement with the Company's Chief Operating Officer and Executive Vice President. The options vest at a rate of 6,000 options per year beginning on June 30, 1999 and expire ten years after the date vested. NOTE 11 - 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, 1998, was not presented as its effect was anti-dilutive. 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, 1998 was $(3,418) or $(.00) per share versus $1,126,613 or $.24 per share for the corresponding period of the previous year. The operating loss as a percent of sales for the first quarter of Fiscal 1999 was (.0)% versus 9.8% for the same period the previous Fiscal year. The net loss for the first quarter of Fiscal 1999 was $(197,995) or $(.04) per share. This compares to net income amounting to $970,339, or $.21 per share (increased from effect of NOL carry-forward from 1994) for the first quarter of Fiscal 1998. Net sales were $12,422,227 for the first quarter of Fiscal 1999 as compared to $11,521,434 for the first quarter of the prior Fiscal year. Unit sales volume for the first quarter of Fiscal 1999 was 104 boats as compared to 110 boats for the first quarter of Fiscal 1998. The overall sales increase with a smaller number of units resulted in a higher average price per boat and a higher concentration of larger boats. Overall, sales were as planned for the first quarter of Fiscal 1999. For the first quarter of Fiscal 1999, the gross margin on sales was $2,583,316 (21%) as compared to $2,953,361 (26%) for the first quarter of the prior fiscal year. The decrease in gross margin was due primarily to increased expenses associated with the new yacht program. Management anticipates delivery of the first yacht in the second quarter and the next yacht in the third quarter. Selling expenses were $1,943,182 for the first quarter of Fiscal 1999 as compared to $1,033,094 for the first quarter of last Fiscal year. Increased selling expense was due to an increase in the number of dealers participating in the Company's floor plan interest program, added advertising expense to support retail sales and promotional racing activities. - 12 - General and administrative expenses were $643,552 for the first quarter of Fiscal 1999 as compared to $793,654 for the first quarter of last Fiscal year. Interest expense for the first quarter of Fiscal 1999 was $263,993 as compared to $145,972 for the first quarter of last Fiscal year. Interest expense is up due to an increase in notes payable during the first quarter of Fiscal 1998. Other non-operating (income)/expense for the first quarter was $4,092 as compared to $(16,458) for the first quarter of last fiscal year, primarily due to a decrease in vender cash discounts which traditionally offset miscellaneous other expenses. Financial Condition. The Company's cash flows for the first three months of Fiscal 1999 are summarized as follows: Net cash used in operating activities.....$ (596,111) " " used in investing activities.......(1,128,497) " " provided by financing activities... 3,706,749 Net increase in cash.......................$ 1,982,141 ========== This net increase compares to a $(1,461,509) net decrease for the first three months of the prior fiscal year. Cash used in the first three months of Fiscal 1999 to acquire additional property, plant, and equipment (investing activity) amounted to $1,128,497 of which $2,999 was for other assets. During the first quarter of Fiscal 1999, the Company borrowed $4,000,000 to supplement and offset the cash used during Fiscal 1998 to increase property, plant and equipment by $6,937,699 and inventory by $3,139,783. Refer to Note 6 to the Consolidated Financial Statements for complete notes payable details. Both the General Electric Capital Corporation loan and the Transamerica Business Credit Corporation loans are 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 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, for new product tooling, and for work-on-process inventory in its new yacht production facility. We anticipate finishing our first yacht during the second quarter. - 13 - The Year 2000. A current concern, known as the "Year 2000" or "Y2K" Bug is expected to effect a large number of computer systems and software during or after the year 1999. The concern is that any computer function that requires a date calculation may produce errors. The Year 2000 issue affects virtually all companies and organizations, including the Company. The Company plans on taking all steps necessary to prevent these errors from occurring. With respect to third party providers whose services are critical to the Company, The Company intends to monitor the efforts of such vendors, as they become Year 2000 compliant. Management is not presently aware of any Year 2000 issues that have been encountered by any such third party, which could materially affect the Company's operations. At present, the Company anticipates the costs of upgrading some of its software and hardware in order to avoid any problems resulting from the Millennium bug will cost approximately $300,000. There is no assurance that the Company will not experience operational difficulties as a result of Year 2000 issues. 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. PART II. Other Information. ITEM 2: Change in Securities. During the first quarter of Fiscal 1998, the Company an nounced a three for two forward stock split, The shareholder record date was set at August 1, 1997, with fractional shares 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 1999. (b) No Current Reports on Form 8-K were filed by the Registrant during the first three months of Fiscal 1998. - 14 - 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) /s/ Joseph F. Schemenauer By: Joseph F. Schemenauer Date: November 13, 1998 Vice President, Chief Financial Officer, and Designated Principal Accounting Officer - 15 -