U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended April 28, 2007
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from .......................to.......................
Commission file number: 0-26617
Jupiter Marine International Holdings, Inc.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0794113
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1303 10th Street East, Palmetto FL 34221
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(Address of principal executive offices)
941-729-5000
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 by check mark whether the registrant is a shell company (as
defined in Rule 12-b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of May 25, 2007:
18,863,861 shares of common stock.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
Page
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Part I. Financial Information 3
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Item 1. Consolidated Financial Statements 3
Balance Sheets as of April 28, 2007 and July 29, 2006 3
Statements of Operations for the three months and nine months
ended April 28, 2007 and April 29, 2006 4
Statements of Cash Flows for the nine months ended April 28,
2007 and April 29, 2006 5
Notes to consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Controls and Procedures 10
Part II. Other Information 11
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Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submissions of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits 11
2
PART I FINANCIAL INFORMATION
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Item 1. Consolidated Financial Statements
JUPITER MARINE INTERNATIONAL HOLDINGS, INC
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 28, July 29
2007 2006
ASSETS (unaudited) (audited)
------ ----------- ---------
CURRENT ASSETS:
Cash and cash equivalents $ 216,405 $ 315,235
Accounts receivable, net 38,634 175,992
Employee receivable 147,700 134,570
Inventory 2,863,344 2,775,674
Prepaid expenses 126,128 82,960
-------------------- --------------------
Total current assets 3,392,211 3,484,431
-------------------- --------------------
PROPERTY AND EQUIPMENT:
Boat molds 2,546,799 2,432,762
Machinery and equipment 579,905 605,576
Leasehold improvements 715,155 683,270
Office furniture and equipment 89,750 103,950
-------------------- --------------------
3,931,609 3,825,558
Less accumulated depreciation and amortization 2,224,545 1,874,274
-------------------- --------------------
Property and equipment, net 1,707,064 1,951,284
-------------------- --------------------
OTHER ASSETS 63,726 34,957
-------------------- --------------------
TOTAL ASSETS $ 5,163,001 $ 5,470,672
==================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 1,444,922 $ 1,164,070
Accrued expenses 565,090 209,625
Customer deposits 107,156 96,466
Warranty reserve 111,084 100,118
Current portion of capital lease obligation 24,687 24,687
Notes payable 25,000 550,000
-------------------- --------------------
Total current liabilities 2,277,939 2,144,966
-------------------- --------------------
LONG-TERM LIABILITIES:
Accrued interest due to shareholders 140,638 143,351
Notes payable to shareholders 350,000 350,000
Capital lease obligation, less current portion 24,118 42,315
-------------------- --------------------
514,756 535,666
TOTAL LIABILITIES 2,792,695 2,680,632
-------------------- --------------------
SHAREHOLDER'S EQUITY:
Common stock, $.001 par value, 50,000,000 shares authorized,
18,863,861 issued and outstanding 18,864 18,864
Additional paid-in capital 4,192,137 4,105,197
Deficit (1,840,695) (1,334,021)
-------------------- --------------------
TOTAL SHAREHOLDER'S EQUITY 2,370,306 2,790,040
-------------------- --------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,163,001 $ 5,470,672
==================== ====================
See accompanying notes to consolidated financial statements
3
JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
April 28, April 29, April 28, April 29,
2007 2006 2007 2006
---- ---- ---- ----
NET SALES $ 3,978,775 $ 4,066,757 $ 11,559,932 $ 10,640,394
COST OF SALES (exclusive of depreciation) 3,032,453 3,178,447 9,150,637 8,147,158
--------------------------------- ------------------------------------
GROSS PROFIT 946,322 888,310 2,409,295 2,493,236
--------------------------------- ------------------------------------
23.8% 21.8% 20.8% 23.4%
OPERATING EXPENSES:
Selling and marketing 228,864 129,099 498,776 401,765
General and administrative 435,574 523,395 1,326,638 1,296,210
Relocation expenses plant and offices 234,838 279,261
Depreciation and amortization 137,492 88,059 384,205 227,742
--------------------------------- ------------------------------------
Total operating expenses 1,036,768 740,553 2,488,880 1,925,717
--------------------------------- ------------------------------------
OTHER INCOME (EXPENSE):
Interest expense (54,805) (13,710) (153,315) (44,527)
Impairment of assets (33,934) (33,934) (78,844)
Other expense - loan guarantee - (97,500) - (97,500)
Other income (expense) (245,331) (217,602) (239,840) (190,531)
--------------------------------- ------------------------------------
Total other income (expense) (334,070) (328,812) (427,089) (411,402)
--------------------------------- ------------------------------------
NET(LOSS) INCOME BEFORE INCOME TAXES (424,516) (181,055) (506,674) 156,117
INCOME TAX EXPENSE - - - -
--------------------------------- ------------------------------------
NET (LOSS) INCOME APPLICABLE TO COMMON
SHAREHOLDERS (424,516) (181,055) (506,674) 156,117
================================= ====================================
Basic and diluted net (loss) income per
common share
Basic $ (0.02) $ (0.01) $ (0.03) $ 0.01
================================= ====================================
Diluted $ (0.02) $ (0.01) $ (0.03) $ 0.01
================================= ====================================
Weighted average number of shares
of common stock outstanding
Basic 18,863,861 16,958,243 18,863,861 16,295,420
Diluted 19,863,861 17,958,243 18,863,861 16,962,087
See accompanying notes to consolidated financial statements
4
JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
(UNAUDITED)
April 28, April 29,
2007 2006
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) Income $ (506,674) $ 156,117
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization 384,205 227,742
Impairment of assets 33,934 78,844
Gain on asset disposition - (35,000)
Issuance of common shares to pay expenses - 499,535
Options issued as compensation 86,940 80,222
Decrease (increase) in:
Accounts receivable 137,358 4,013
Employee receivable (13,130)
Inventory (87,670) (748,674)
Prepaid expenses (43,168) 29,444
Other assets (28,769) (2,598)
Increase (decrease) in:
Accounts payable 280,852 490,942
Accrued expenses 355,465 20,468
Customer deposits 10,690 (20,179)
Warranty reserve 10,966 5,228
Accrued interest payable (2,713) 24,569
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Net cash provided by operating activities 618,286 810,673
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property - 35,000
Purchase of property and equipment (173,919) (977,493)
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Net cash used in investing activities (173,919) (942,493)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (675,000)
Borrowings on notes payable 150,000 110,000
Payments on capital lease obligations (18,197)
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Net cash (used in) provided by financing activities (543,197) 110,000
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NET DECREASE IN CASH (98,830) (21,820)
CASH - Beginning of the period 315,235 356,361
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CASH - End of the period $ 216,405 $ 334,541
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 54,805 $ 44,527
================ =================
See accompanying notes to consolidated financial statements
5
Jupiter Marine International Holdings, Inc.
Notes to Consolidated Financial Statements
(UNAUDITED)
Item 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation have been included.
Operating results for the three-months ended and nine months ended April 28,
2007, are not necessarily indicative of the results that may be expected for the
year ending July 28, 2007. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended July 29, 2006.
In order to maintain consistency and comparability between periods
presented certain amounts have been reclassified from the previously reported
financial statements in order to conform to the financial statement presentation
of the current period.
The consolidated financial statements include Jupiter Marine
International Holdings, Inc. (the "Company") and its wholly owned subsidiaries,
Jupiter Marine International, Inc. and Phoenix Yacht Corporation. All
inter-company balances and transactions have been eliminated.
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
Jupiter Marine International Holdings, Inc. (JMIH), a Florida
corporation, was incorporated on May 19, 1998. On May 26, 1998, JMIH acquired
all of the outstanding shares of common stock of Jupiter Marine International,
Inc. (JMI), a boat manufacturing company, which was incorporated under the laws
of the State of Florida on November 7, 1997. JMIH and JMI will sometimes be
collectively referred to as the "Company". The Company's principal offices were
recently relocated from Ft. Lauderdale, Florida to Palmetto, Florida. The
Company's Web site address is www.jupitermarine.com.
The Company designs, manufactures and markets a diverse mix of high
quality sportfishing boats under the Jupiter brand name. The product line, all
powered with outboard engines, currently consists of six models:
38' Forward Seating Center Console
38' Open Center console
31' Open Center Console
31' Cuddy Cabin
31' Forward Seating Center Console
29' Forward Seating Center Console
In an effort to reduce expenses and consolidate operations the
Company's Fort Lauderdale manufacturing operations and corporate offices were
relocated to Palmetto, Florida during May 2007. By mutual consent the lease on
the Ft. Lauderdale manufacturing facility was terminated as of June 1, 2007. The
Company is seeking to terminate remaining facilities leases in Fort Lauderdale
which are in the aggregate amount of approximately $10,000 per month. The 38'
and all 31' models were move into our existing Palmetto facility, which was
opened during February 2006. The corporate offices were relocated to an office
building that is about one half mile from the Palmetto manufacturing facility
and is leased from a third party. The lease commenced on June 1, 2007 and is for
two years at $4,491 per month with an option for one additional year at $4,626
per month.
The Company plans to grow the business by the addition of new features
on present models, the introduction of new models and expansion of its Palmetto,
Florida facility. The Company would consider an acquisition candidate if their
products would complement those offered by the Company and the result would
enhance the service level provided by the Company. There are no discussions with
any potential candidates at this time, nor has the Company identified any
acquisition candidates.
Management's discussion and analysis contains various "forward-looking
statements" within the meaning of the Securities and Exchange Act of 1934. Such
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may,"
"expect," "anticipate," "estimate" or "continue" or use of negative or other
variations or comparable terminology.
The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements that these forward-looking
7
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.
Net Sales
The Company's net sales were $3,978,775 for the three months ended
April 28, 2007, a decrease of $87,982 (or 2.2%) as compared to $4,066,757 for
the same quarter of last year. For the nine months ended April 28, 2007, the
Company's net sales were $11,559,932, an increase of $919,538 (or 8.6%) as
compared to $10,640,394 for the same nine-month period of last year. At April
28, 2007 34 boats were available for sale at dealer locations, compared to 17
boats in dealer inventory at the same time last year. New dealers signed this
fiscal year account for 12 of the 17 boat increase. Our order backlog has
reduced to approximately six weeks from approximately six months at the same
time last year. The reduction in our order backlog is a reflection of the
general slow down in the marine industry, which has been hampered by higher fuel
prices, higher interest rates and increases in cost of other raw material.
Cost of Sales and Gross Profit
Cost of sales for the three months ended April 28, 2007 was $3,032,453
resulting in $946,322 of gross profit or 23.8% of net sales. For the same
quarter of last year cost of sales was $3,178,447 and gross margin was $888,310
or 21.8% of net sales. Cost of sales for the nine months ended April 28, 2007
was $9,150,637 and gross profit was $2,409,295 or 20.8% of net sales. For the
nine months ended April 29, 2006, cost of sales was $8,147,158 and gross profit
was $2,493,235 or 23.4% of net sales. The gross profit gain realized during the
quarter ended April 28, 2007 results from improved manufacturing efficiencies
which have offset the negative impact of selling more of our lower margin 29'
Forward Seating model and higher cost of raw materials. However, the third
quarter improvement has not been enough to offset the year to date sales shift
nor higher costs. We cannot predict that we will be able to offset the increased
cost of raw materials in the future.
Selling, General and Administrative Expenses
Selling and marketing expenses were $228,864, or 5.8% of net sales for
the three months ended April 28, 2007 as compared to $129,099, or 3.2% of net
sales for the same quarter of last year. For the nine months ended April 28,
2007 selling and marketing expenses were $498,776, or 4.3% of net sales as
compared to $401,765, or 3.8% of net sales for the same nine months of last
year. Boat show expenditures and related travel expenses were up for the quarter
and nine months ended April 28, 2007 by approximately $74,000 and $94,000
respectively. We displayed our product at four additional boat shows during the
fiscal 2007 year.
General and administrative expenses were $435,574, or 10.9% of net
sales for the three months ended April 28, 2007 compared to $523,395 or 12.9% of
net sales for the same quarter of last year. For the nine months ended April 28,
2007 general and administrative expenses were $1,326,638, or 11.5% of net sales
as compared to $1,296,210 or 12.2% of net sales for the same nine month period
of last year. No management incentive bonuses were accrued during the quarter
ended April 28, 2007 compared to a $100,000 for the quarter ended April 30,
2006. Additionally, insurance cost increased as a result of higher sales, more
covered assets and an overall increase in premiums.
The Company recorded compensation cost of $13,877 and $86,939 for the
quarter and nine months ended April 28, 2007 as a result of adopting the
8
provisions of Financial Accounting Standards No. 123R, Share-Based Payments. The
Company recorded $80,222 when it adopted this provision on April 29, 2006.
The increase in depreciation and amortization expense for the three and
nine months ended April 28, 2007 by $49,433 and $156,463 respectively was due to
depreciation of new additions for the Palmetto facility.
Other Income (Expense)
It was determined during a Phase II Environmental Property Assessment
conducted in March 2007 and a Groundwater Quality Investigation conducted in
April 2007 that petroleum contaminated groundwater currently exists on the Fort
Lauderdale property containing the Company's manufacturing facilities. Further
contaminant assessment activities are recommended to further delineate
groundwater and possible soil contaminant plumes. Based on the opinion of
engineers hired by the Company the costs for assessment and rehabilitation of
petroleum contaminated soil and groundwater are estimated to be approximately
$250,000. A provision in this amount was recorded during April 2007. Actual
costs of site assessment activities and performance of remedial actions may be
more or less, depending on the type, extent and concentrations of contaminants
present in soil and groundwater, the ultimate efficiency of the remediation
strategy implemented and regulatory requirements.
Interest expense increased for the quarter and nine months ended April
28, 2007 by approximately $41,000 and $109,000 due to higher average borrowings
on the line of credit and financing outboard engine inventories.
Liquidity and Capital Resources
Cash and cash equivalents at April 28, 2007 were $216,405 as compared
to $315,235 at July 29, 2006. Working capital at April 28, 2007 was $1,114,272
compared to $1,339,465 at July 29, 2006.
The Company anticipates that cash generated from operations should be
sufficient to satisfy its contemplated cash requirements for its current
operations for at least the next twelve months. The Company anticipates that up
to $500,000 for additional equipment will still be needed to bring the Company's
Palmetto facility up to full production capability. It is anticipated that funds
for these activities will be provided from operations and an increase in the
Company's credit facilities.
Net cash provided by operating activities for the nine months ended
April 28, 2007 was $584,352 compared to $810,673 of cash provided by operating
activities during the nine months ended April 29, 2006.
Accounts payable increased by $280,852 at April 28, 2007 compared to
July 29, 2006 because of the normal and regular fluctuations of the timing of
inventory receipts. Vendor accounts have remained within terms. Most of the
increase in accrued expenses was the result of recording the provision for
contaminated soil clean up. Excess cash was used to pay down notes payable.
Approximately $114,000 was spent on new boat molds during the nine
moths ended April 28, 2007. Equipment not relocated to Palmetto was written off
during the quarter ended April 28, 2007 resulting in a $33,934 loss.
9
The number and level of employees at April 28, 2007 should be adequate
to fulfill the anticipated production schedule at the Company's Palmetto,
Florida manufacturing facility.
As disclosed above, the effects of higher fuel prices, higher interest
rates, increases in cost of other raw material and lower consumer confidence has
contributed to a slow down of the marine industry, which has tempered our sales
growth. While we have had limited success in controlling our operational
expenses and we continue to examine ways to reduce costs on a going-forward
basis, as a public company we are constantly faced with increasing costs and
expenses to comply with SEC reporting obligations. We will be required in fiscal
2008 to comply with the new annual internal control certification pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002 and the related SEC rules. We
expect that these and other compliance costs of a public company will increase
significantly. In addition, our stock has historically been, and continues to
be, relatively thinly traded, providing little liquidity for our shareholders.
As a result of the foregoing, we have, from time-to-time considered, and expect
from time-to-time to continue to consider strategic alternatives to maximize
shareholder value.
In connection with the termination of the lease of the Company's Fort
Lauderdale manufacturing facilities, the Company discovered soil contamination
within the Fort Lauderdale property. The Company is responsible for the
environmental clean up costs of the contaminated soil. On the basis of
preliminary testing, the Company believes the total cost of the clean up will be
approximately $250,000. However, the final cost cannot be determined until
additional tests are completed.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures
The management of the Company, under the supervision and with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered by this
report. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including its
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that, as of the end of the
period covered by this report, the Company's disclosure controls and procedures
were effective.
Changes in internal controls
There were no changes in the Company's internal controls or in other
factors that could have materially affected or are reasonably likely to
materially affect those controls since the most recent evaluation of such
controls.
10
PART II OTHER INFORMATION
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Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-B
31.1 Rule 13a-14(a)/15d-4(a) Certification of Principal
Executive Officer
31.2 Rule 13a-14(a)/15d-4(a) Certification of Principal
Financial Officer
32.1 Section 1350 Certification of Principal Executive
Officer
32.2 Section 1350 Certification of Principal Financial
Officer
11
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
JUPITER MARINE INTERNATIONAL
HOLDINGS, INC.
Date: June 4, 2007 By: /s/Carl Herndon
--------------------------------------------------
Carl Herndon, Chief Executive Officer
(Principal Executive Officer)
Date: June 4, 2007 By: /s/Lawrence Tierney
--------------------------------------------------
Lawrence Tierney, Chief
Financial Officer (Principal Financial Officer)
12