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 December 31, 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 Quarter Ended Commission File Number 0-14712 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) 1653 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: (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 issurer's classes of common stock as of the latest practicable date. Class Outstanding at January 31, 1999 Common stock, $.01 par value 4,702,608 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, December 31, 1998 and June 30, 1998......... 4 Consolidated Balance Sheets - Liabilities & Shareholders' Equity, December 31, 1998 and June 30, 1998............................ 5 Consolidated Statements of Operations - Three and Six Months Ended December 31, 1998 and December 31, 1997......................... 6-7 Consolidated Statements of Cash Flows - Six Months Ended December 31, 1998 and December 31, 1997........................ 8-9 Notes to Consolidated Financial Statements ... 10-14 Management's Discussion and Analysis of Results of Operations and Financial Condition.......................... 15-17 PART II. Other Information. Item 2. Changes in Securities............................. 18 Item 6. Exhibits and Reports on Form 8 and Form 8-K....... 18 Signature........................................ 18 -2- PRITCHETT, SILER & HARDY, P.C. 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 December 31, 1998, and the related consolidated statements of income and cash flows for the three and six 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. /s/ Pritchett, Siler & Hardy, P.C. PRITCHETT, SILER & HARDY, P.C. February 10, 1999 Salt Lake City, Utah FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS ASSETS (Unaudited - See Accountants' Review Report) December 31, June 30, 1998 1998 ___________ ___________ CURRENT ASSETS: Cash and cash equivalents $ 2,727,330 $1,376,984 Accounts receivable, net 469,416 2,715,754 Inventories 7,442,027 7,077,540 Prepaid expenses 1,003,712 489,290 Deferred tax assets 1,280,493 1,058,967 ___________ ___________ Total Current Assets 12,932,981 12,718,535 ___________ ___________ PROPERTY, PLANT AND EQUIPMENT 33,698,556 33,411,011 Less: Accumulated depreciation (15,061,159) (14,254,156) ___________ __________ 18,637,397 19,156,855 ___________ __________ DEFERRED TAX ASSETS 208,293 - OTHER ASSETS 693,527 622,003 ___________ ___________ TOTAL ASSETS $32,472,198 $32,497,393 ___________ ___________ -4- [Continued] FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited - See Accountants' Review Report) [Continued] December 31, June 30, 1998 1998 ___________ ___________ CURRENT LIABILITIES: Current portion/long-term debt $1,998,609 $ 981,365 Notes payable - related party 157,910 415,821 Accounts payable 3,003,556 3,591,489 Accrued expenses 2,105,053 1,939,791 Dealer territory service accrual 2,065,256 2,046,939 Customer deposits 362,984 510,967 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 10,403,368 10,289,984 LONG-TERM DEBT, LESS CURRENT PORTION 11,668,835 9,499,895 DEFERRED TAX LIABILITY - 926,807 COMMITMENTS AND CONTINGENCIES [NOTE 6] - - ___________ ___________ Total Liabilities 22,072,203 20,716,686 ___________ ___________ STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 200,000,000 shares authorized, 4,755,108 shares issued 47,026 47,026 Capital in excess of par value 10,196,540 10,196,540 Retained earnings 267,177 1,647,889 ___________ ___________ 10,510,743 11,891,454 Less: Treasury stock (110,748) (110,748) ___________ ___________ Total Stockholders' Equity 10,399,995 11,780,707 ___________ ___________ $32,472,198 $32,497,393 ___________ ___________ 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 For the Six Months Ended December 31, December 31, ________________________ ______________________ 1998 1997 1998 1997 ____________ __________ __________ __________ NET SALES $13,254,267 $13,091,803 $25,676,494 $24,613,237 ____________ __________ __________ __________ COST OF SALES 10,238,921 9,143,760 20,077,832 17,711,833 ____________ __________ __________ __________ Gross Profit 3,015,346 3,948,043 5,598,662 6,901,404 EXPENSES: Selling expense 2,151,203 883,669 4,094,385 1,916,763 General and administrative 676,984 776,467 1,318,616 1,497,200 General and administrative- Related parties 2,513 932 4,433 73,853 ____________ __________ __________ __________ Total Expenses 2,830,700 1,661,068 5,417,434 3,487,816 ____________ __________ __________ __________ OPERATING INCOME BEFORE STRATEGIC CHARGE 184,649 2,286,975 181,228 3,413,588 STRATEGIC CHARGE (2,440,000) - (2,440,000) - ____________ __________ __________ __________ OPERATING INCOME (LOSS) (2,255,353) 2,286,975 (2,258,772) 3,413,588 NON-OPERATING INCOME (EXPENSE): Other income 59,088 23,707 54,996 40,165 Interest expense (264,474) (135,161) (519,631) (281,133) Interest expense- related party (5,097) - (13,933) - _____________ _________ ___________ _________ INCOME (LOSS) BEFORE TAXES (2,465,837) 2,175,521 (2,737,340) 3,172,620 CURRENT TAX EXPENSE - 720,116 - 954,448 DEFERRED TAXES (BENEFIT) (1,283,120) 109,154 (1,356,628) (71,818) _____________ _________ ___________ _________ INCOME (LOSS) FROM CONTINUING OPERATIONS (1,182,717) 1,346,251 (1,380,712) 2,289,990 DISCONTINUED OPERATIONS: Income on disposal of operations of Fountain Power, Inc. and Mach Performance, Inc. - - - 26,600 ____________ _________ __________ __________ INCOME FROM DISCONTINUED OPERATIONS - - - 26,600 ____________ _________ __________ ___________ NET INCOME (LOSS) $(1,182,717) $1,346,251 $(1,380,712) $2,316,590 ____________ __________ ___________ ___________ -6- [Continued] FOUNTAIN POWERBOAT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - See Accountants' Review Report) [Continued] For the Three Months Ended For the Six Months Ended December 31, December 31, ___________________ _____________________ 1998 1997 1998 1997 _________ ________ __________ _________ EARNINGS (LOSS) PER SHARE: Continuing Operations $(.25) $.28 $(.29) $.48 Income from Operations of Discontinued Segments - - - - Estimated Loss on Disposal of Discontinued Segments - - - .01 _________ _________ __________ _________ EARNINGS (LOSS) PER SHARE $(.25) $.28 $(.29) $.49 _________ _________ __________ _________ WEIGHTED AVERAGE SHARES OUTSTANDING 4,702,608 4,740,108 4,702,608 4,737,499 _________ _________ __________ _________ DILUTED EARNINGS PER SHARE: Continuing Operations $ N/A $ .27 $ N/A $ .45 Loss from Operations of Discontinued Segments N/A - N/A - Estimated Loss on Disposal of Discontinued Segments N/A - N/A .01 ________ _________ ___________ ________ DILUTED EARNINGS PER SHARE: $ N/A $.27 $ N/A $.46 ________ _________ ___________ ________ DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING N/A 5,028,127 N/A 5,078,379 ________ _________ ___________ ________ The accompanying notes are an integral part of these financial statements. -7- 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 Six Months Ended December 31, __________________________ 1998 1997 ___________ ____________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(1,380,712) $2,316,590 ___________ ___________ adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense 1,192,402 860,302 Strategic Charge 2,440,000 - Change in assets and liabilities: (Increase) decrease in accounts receivable 2,246,338 (2,256,197) (Increase) decrease in inventories (1,293,310) (2,316,031) (Increase) decrease in prepaid expenses (514,422) 420,071 Increase (decrease) in accounts payable (587,933) 894,705 Increase (decrease) in accrued expenses 165,262 278,639 Increase (decrease) in dealer territory service accrual 18,317 (2,55,310) Increase (decrease) in customer deposits (147,983) (49,926) Net deferred taxes (1,356,629) 752,912 Net liabilities of discontinued operations (93,612) (138,923) ____________ ___________ Net Cash Provided (Used) by Operating Activities $ 687,718 $ 506,832 ____________ ___________ CASH FLOWS FROM INVESTING ACTIVITIES: (Purchase) sale of certificates of deposit, net - 696,155 Investment in molds, plugs, and other tooling (398,078) (869,007) Purchase of property, plant, and equipment (1,786,043) (4,035,222) (Increase) in other assets (71,524) (6,296) ___________ ___________ Net Cash Provided (Used) by Investing Activities $(2,255,645) $(4,214,370) ____________ ___________ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt $4,000,000 $2,875,000 Repayment of long-term debt (813,816) (316,776) Repayment of long-term debt - related party (257,911) - Proceeds from issuance of common stock - 107,500 ___________ ____________ Net Cash Provided (Used) by Financing Activities $2,928,273 $2,665,724 ___________ ____________ Net increase (decrease) in cash and cash equivalents $1,360,346 $(1,041,814) Cash and cash equivalents at beginning of period 1,376,984 2,994,503 ___________ ____________ Cash and cash equivalents at end of period $2,737,330 $ 1,952,689 ___________ ____________ -8- [Continued] 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 December 31, __________________________ 1998 1997 ____________ __________ Supplemental Disclosures of Cash Flow information: Cash paid during the period for: Interest: Unrelated parties $ 502,752 $ 272,297 Related parties 16,879 - _____________ ___________ $ 519,631 $ 272,297 _____________ ___________ Income taxes $ 263,345 $ 8,836 _____________ ___________ Supplemental Disclosures of Noncash investing and financing activities: For the six month period ended December 31, 1998: There were no non-cash investing and financing activities. For the six month period ended December 31, 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 financial statements. -9- FOUNTAIN POWERBOAT INDUSTRIES, INC. Notes to Consolidated Financial Statements (Unaudited - See Accountants' Review Report) 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 December 31, 1998 and for all periods presented have been made. Certain information and footnote disclosures normally included in the 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 December 31, 1998 are not necessarily indicative of the operating results for the full year. 2. Accounts Receivable. As of December 31, 1998, accounts receivable were $469,416 net of the allowance for bad debts of $34,679. This represents a decrease of $2,246,338 from the $2,715,754 in net accounts receivable recorded at June 30, 1998. Of the $469,416 balance at December 31, 1998, $312,800 has subsequently been collected as of January 31, 1998, and the remaining $156,616 is believed to be fully collectible. 3. Inventories. Inventories at December 31, 1998 and June 30, 1998 consisted of the following: December 31, June 30, 1998 1998 ____________ _____________ Parts and supplies.................$ 4,588,499 $ 4,510,373 Work-in-process.................... 2,698,694 2,235,394 Finished goods..................... 151,102 451,773 Sportswear......................... 123,733 -0- Obsolete inventory reserve......... (120,000) (120,000) ____________ _____________ Total..............................$ 7,442,027 $ 7,077,540 ============= ============= -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- FOUNTAIN POWERBOAT INDUSTRIES, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited - See Accountants' Review Report) 5. Allowance and Qualifying Accounts. For the six months ended December 31, 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 $ -0- $ -0- $200,000 Allowance for doubtful accounts 30,000 -0- 4,679 34,679 Allowance for warranty claims 500,000 427,466 427,466 500,000 Allowance for inventory values 120,000 -0- -0- 120,000 ---------- ---------- ---------- --------- Total $850,000 $427,466 $432,145 $854,679 ========== ========== ========== ========= In management's opinion, the balances of the allowance and qualifying accounts are adequate to provide for all reasonably anticipated future losses. 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 -12- note with the same outstanding balance. The note provides for 39 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 April 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. On December 1, 1998, the two GECC loans were converted to fixed rates of 7.02% on the $9,007,797 loan and 7.26% on the $855,050 loan. 7. 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 December 31, 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 $27,300,000. The Company has reserved for 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 December 31, 1998, 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 approximately $879,000 for the first six months of Fiscal 1999 and are included in the accompanying consolidated statements of operations as part of selling expense. At December 31, 1998, the estimated unpaid dealer incentive interest included in accrued expenses amounted to $511,197. 8. Transactions with Related Parties. The Company paid or accrued the following amounts for services rendered or for interest on indebtedness to related parties: -13- Six Months Ended December 31, ------------------------- 1999 1998 ---------- ----------- Apartments - rentals $ 4,433 $ 1,902 R.M. Fountain, Jr. - Interest 16,879 -0- - Aircraft Rental -0- 71,951 ----------- ----------- $ 21,312 $ 73,853 =========== =========== At December 31, 1998 the Company had travel advances and other receivables from employees in the amount of $87,692, of which $71,729 was due from an officer of the Company. For the six months ended December 31, 1998 the Company paid interest expense of $16,879 to an Officer/Director of the Company. 9. Income Taxes. For the six-month period ended December 31, 1998, the Company provided $-0- for current income taxes and a benefit of $1,356,628 for deferred income taxes. 10. Stock Options. At December 31, 1998 there were 606,000 unexercised stock options, of which 546,000 were held by officers and directors of the Company at prices ranging from $3.583 to $8.167 per share. No options were exercised during the second quarter of this Fiscal year. 11. Earnings Per Share. The computation 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 six-month period ended December 31, 1998, was not presented, as its effect was anti-dilutive. 12. Strategic Charge. During December 1998, the Company designed and implemented a restructuring plan to aggressively improve the Company's cost structure, refocus sales and marketing expenditures and divest the Company of certain non-realizable assets. In connection with the restructuring plan the Company reviewed components of its business for possible improvement of future profitability through reengineering or restructuring. As part of this plan the Company decided to eliminate its racing program and write off the balance of excess yacht -14- tooling cost along with other discontinued unused tooling. The Company expects to complete the majority of these actions during the third and fourth quarter of Fiscal 1999. The carrying value of the assets held was reduced to fair value based on estimated realizable value based on future cash flows from use of the asset or sale of the related assets. The resulting pretax adjustment of $2,440,000 was recorded as a strategic charge in the statement of operations of the Company. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations. The operating income (before strategic charge) for the second quarter ended December 31, 1998 was $184,649 or $.04 per share versus operating income of $2,286,975 or $.48 per share for the corresponding period of the previous year. Operating income (before strategic charge) as a percent of sales for the second quarter of Fiscal 1999 was 1.4% versus 17.5% for the same period the previous Fiscal year. The net loss for the second quarter of Fiscal 1999 was $(1,182,717) or $(.25) per share. This compares to net income amounting to $1,346,251, or $.28 per share for the second quarter of Fiscal 1998. During the second quarter, it was determined that the Company make a strategic redirection to focus its efforts on profitable growth (See Note 12). Net sales were $13,254,267 for the second quarter of Fiscal 1999 as compared to $13,091,803 for the second quarter of the prior Fiscal year. Unit sales volume for the second quarter of Fiscal 1999 was 114 boats as compared to 117 boats for the second quarter of Fiscal 1998. A smaller number of larger, higher priced, boats accounted for the overall higher sales volume than the second quarter of the previous Fiscal year. For the second quarter of Fiscal 1999, the gross margin on sales was $3,015,347 (22.8%) as compared to $3,948,043 (30.2%) for the second quarter of Fiscal 1998. Selling expenses were $2,151,203 for the second quarter of Fiscal 1999 as compared to $883,669 for the second quarter of last Fiscal year. Most of the increase for Fiscal 1999 was in promotional racing and advertising expense. General and administrative expenses were $679,497 for the second quarter of Fiscal 1999 as compared to $777,399 for the second quarter of last Fiscal year. Most of the decrease was in legal expense. Interest expense for the second quarter of Fiscal 1999 was $269,571 as compared to $135,161 for the second quarter of last Fiscal year. Interest expense is up due to an overall increase in long-term debt. -15- Other non-operating (income)/expense for the second quarter of Fiscal 1999 was $(59,088) as compared to $(23,707) for the second quarter of last Fiscal year. Financial Condition. The Company's cash flows for the second six months of Fiscal 1999 are summarized as follows: Net cash provided by operating activities ..... $ 687,718 " " used by investing activities ....... (2,255,645) " " provided by financing activities..... 2,928,273 Net increase in cash................... $ 1,360,346 =========== This net increase compared to a $(1,041,814) net decrease for the second six months of the prior fiscal year. Cash used in the first six months of Fiscal 1999 to acquire additional property, plant, and equipment (investing activity) amounted to $2,255,645 of which $398,078 was for plugs, molds, and other product tooling. 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 1999 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 return to net earnings and positive cash flow. Most of the Company's cash resources will be used to maintain its plant and equipment, for new product tooling and for work in process inventory in the new yacht facility. 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 -16- 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. -17- PART II. Other Information. ITEM 2: Change in Securities. There were no change in securities during the second quarter of Fiscal 1999. 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 six months of Fiscal 1999. (b) No Current Reports on Form 8-K were filed by the Registrant during the first six months of Fiscal 1999. 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: February 11, 1999 __________________________ __________________ Joseph F. Schemenauer Vice President, Chief Financial Officer, and Designated Principal Accounting Officer -18-