MARINE PRODUCTS CORP - Quarter Report: 2007 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the quarterly period ended September 30, 2007
Commission
File No. 1-16263
MARINE
PRODUCTS CORPORATION
(exact
name of registrant as specified in its charter)
Delaware
|
58-2572419
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
2801
Buford Highway, Suite 520, Atlanta,
Georgia 30329
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code -- (404)
321-7910
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
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer [ ]
|
Accelerated
filer [X]
|
Non-accelerated
filer [ ]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes__ No
X
As
of
October 25, 2007, Marine Products Corporation had 37,405,234 shares of common
stock outstanding.
Marine
Products Corporation
Table
of
Contents
Part
I. Financial Information
|
Page
No.
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
|
Consolidated
Balance Sheets – As of September 30, 2007 and December 31,
2006
|
3
|
|
Consolidated
Statements of Income – for the three and nine months ended September 30,
2007 and 2006
|
4
|
|
Consolidated
Statement of Stockholders’ Equity – for the nine months ended September
30, 2007
|
5
|
|
Consolidated
Statements of Cash Flows – for the nine months ended September 30, 2007
and 2006
|
6
|
|
Notes
to Consolidated Financial Statements
|
7-15
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
16
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
24
|
Item
4.
|
Controls
and Procedures
|
24
|
Part
II. Other Information
|
||
Item
1.
|
Legal
Proceedings
|
25
|
Item
1A.
|
Risk
Factors
|
25
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
25
|
Item
3.
|
Defaults
upon Senior Securities
|
26
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
26
|
Item
5.
|
Other
Information
|
26
|
Item
6.
|
Exhibits
|
26
|
Signatures
|
27
|
2
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
|
||||||
PART
I. FINANCIAL INFORMATION
|
||||||
ITEM
1. FINANCIAL STATEMENTS
|
CONSOLIDATED
BALANCE SHEETS
|
||||||||
AS
OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
|
||||||||
(In
thousands)
|
||||||||
(Unaudited)
|
||||||||
September
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ |
6,250
|
$ |
54,456
|
||||
Marketable
securities
|
9,468
|
652
|
||||||
Accounts
receivable, net
|
5,616
|
2,980
|
||||||
Inventories
|
33,037
|
29,556
|
||||||
Income
taxes receivable
|
1,460
|
834
|
||||||
Deferred
income taxes
|
2,657
|
3,244
|
||||||
Prepaid
expenses and other current assets
|
1,631
|
1,873
|
||||||
Total
current assets
|
60,119
|
93,595
|
||||||
Property,
plant and equipment, net
|
16,261
|
16,641
|
||||||
Goodwill
|
3,308
|
3,308
|
||||||
Marketable
securities
|
41,005
|
3,715
|
||||||
Deferred
income taxes
|
1,120
|
1,449
|
||||||
Other
assets
|
6,321
|
5,471
|
||||||
Total
assets
|
$ |
128,134
|
$ |
124,179
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Accounts
payable
|
$ |
7,946
|
$ |
3,455
|
||||
Accrued
expenses
|
13,350
|
13,634
|
||||||
Total
current liabilities
|
21,296
|
17,089
|
||||||
Pension
liabilities
|
5,422
|
4,670
|
||||||
Other
long-term liabilities
|
487
|
1,019
|
||||||
Total
liabilities
|
27,205
|
22,778
|
||||||
Common
stock
|
3,739
|
3,791
|
||||||
Capital
in excess of par value
|
7,224
|
13,453
|
||||||
Retained
earnings
|
90,503
|
84,875
|
||||||
Accumulated
other comprehensive loss
|
(537 | ) | (718 | ) | ||||
Total
stockholders' equity
|
100,929
|
101,401
|
||||||
Total
liabilities and stockholders' equity
|
$ |
128,134
|
$ |
124,179
|
||||
The
accompanying notes are an integral part of these consolidated
statements.
|
3
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||||||||
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
2006
|
||||||||||||||||
(In
thousands except per share data)
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three
months ended September 30,
|
Nine
months ended September 30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
sales
|
$ |
52,481
|
$ |
64,002
|
$ |
185,326
|
$ |
205,698
|
||||||||
Cost
of goods sold
|
41,215
|
49,297
|
145,162
|
158,039
|
||||||||||||
Gross
profit
|
11,266
|
14,705
|
40,164
|
47,659
|
||||||||||||
Selling,
general and administrative expenses
|
6,471
|
8,028
|
22,834
|
25,103
|
||||||||||||
Operating
income
|
4,795
|
6,677
|
17,330
|
22,556
|
||||||||||||
Interest
income
|
585
|
664
|
1,948
|
1,698
|
||||||||||||
Income
before income taxes
|
5,380
|
7,341
|
19,278
|
24,254
|
||||||||||||
Income
tax provision
|
2,151
|
2,779
|
6,857
|
7,627
|
||||||||||||
Net
income
|
$ |
3,229
|
$ |
4,562
|
$ |
12,421
|
$ |
16,627
|
||||||||
Earnings
per share
|
||||||||||||||||
Basic
|
$ |
0.09
|
$ |
0.12
|
$ |
0.33
|
$ |
0.45
|
||||||||
Diluted
|
$ |
0.08
|
$ |
0.12
|
$ |
0.32
|
$ |
0.43
|
||||||||
Dividends
per share
|
$ |
0.06
|
$ |
0.05
|
$ |
0.18
|
$ |
0.16
|
||||||||
Average
shares outstanding
|
||||||||||||||||
Basic
|
37,028
|
37,361
|
37,329
|
37,361
|
||||||||||||
Diluted
|
38,154
|
38,815
|
38,501
|
38,995
|
||||||||||||
The
accompanying notes are an integral part of these consolidated
statements.
|
4
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY
|
||||||||||||||||||||||||
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2007
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
(Unaudited)
|
Accumulated
|
||||||||||||||||||||||||||||
Capital
in
|
Other
|
|||||||||||||||||||||||||||
Comprehensive
|
Common
Stock
|
Excess
of
|
Retained
|
Comprehensive
|
||||||||||||||||||||||||
Income
(Loss)
|
Shares
|
Amount
|
Par
Value
|
Earnings
|
Income
|
Total
|
||||||||||||||||||||||
Balance,
December 31, 2006
|
37,908
|
$ |
3,791
|
$ |
13,453
|
$ |
84,875
|
$ | (718 | ) | $ |
101,401
|
||||||||||||||||
Stock
issued for stock incentive plans, net
|
395
|
39
|
340
|
—
|
—
|
379
|
||||||||||||||||||||||
Stock
purchased and retired
|
(910 | ) | (91 | ) | (8,026 | ) |
—
|
—
|
(8,117 | ) | ||||||||||||||||||
Net
income
|
$ |
12,421
|
—
|
—
|
—
|
12,421
|
—
|
12,421
|
||||||||||||||||||||
Unrealized
gain on securities, net of taxes
|
181
|
—
|
—
|
—
|
—
|
181
|
181
|
|||||||||||||||||||||
Comprehensive
income
|
$ |
12,602
|
||||||||||||||||||||||||||
Dividends
declared
|
—
|
—
|
—
|
(6,793 | ) |
—
|
(6,793 | ) | ||||||||||||||||||||
Stock-based
compensation
|
—
|
—
|
1,122
|
—
|
—
|
1,122
|
||||||||||||||||||||||
Excess
tax benefits for share- based payments
|
—
|
—
|
335
|
—
|
—
|
335
|
||||||||||||||||||||||
Balance,
September 30, 2007
|
37,393
|
$ |
3,739
|
$ |
7,224
|
$ |
90,503
|
$ | (537 | ) | $ |
100,929
|
||||||||||||||||
The
accompanying notes are an integral part of these
statements.
|
5
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
|
||||||||
(In
thousands)
|
||||||||
(Unaudited)
|
||||||||
Nine
months ended September 30,
|
||||||||
2007
|
2006
|
|||||||
OPERATING
ACTIVITES
|
||||||||
Net
income
|
$ |
12,421
|
$ |
16,627
|
||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
1,503
|
1,616
|
||||||
Stock-based
compensation expense
|
1,122
|
1,135
|
||||||
Excess
tax benefit for share-based payments
|
(335 | ) | (295 | ) | ||||
Deferred
income tax provision
|
816
|
58
|
||||||
Gain
on sale of property and equipment
|
-
|
(2 | ) | |||||
(Increase)
decrease in assets:
|
||||||||
Accounts
receivable
|
(2,636 | ) | (2,376 | ) | ||||
Inventories
|
(3,481 | ) | (2,066 | ) | ||||
Prepaid
expenses and other current assets
|
242
|
(210 | ) | |||||
Income
taxes receivable
|
(291 | ) |
2,523
|
|||||
Other
non-current assets
|
(850 | ) | (398 | ) | ||||
Increase
(decrease) in liabilities:
|
||||||||
Accounts
payable
|
4,491
|
2,947
|
||||||
Other
accrued expenses
|
(284 | ) |
839
|
|||||
Other
long-term liabilities
|
220
|
(757 | ) | |||||
Net
cash provided by operating activities
|
12,938
|
19,641
|
||||||
INVESTING
ACTIVITIES
|
||||||||
Capital
expenditures
|
(1,123 | ) | (1,414 | ) | ||||
Proceeds
from sale of assets
|
-
|
25
|
||||||
(Purchase)
sale of marketable securities, net
|
(45,826 | ) |
2,353
|
|||||
Net
cash (used for) provided by investing activities
|
(46,949 | ) |
964
|
|||||
FINANCING
ACTIVITIES
|
||||||||
Payment
of dividends
|
(6,793 | ) | (5,635 | ) | ||||
Excess
tax benefit for share-based payments
|
335
|
295
|
||||||
Cash
paid for common stock purchased and retired
|
(7,840 | ) | (1,337 | ) | ||||
Proceeds
received upon exercise of stock options
|
103
|
160
|
||||||
Net
cash used for financing activities
|
(14,195 | ) | (6,517 | ) | ||||
Net
(decrease) increase in cash and cash equivalents
|
(48,206 | ) |
14,088
|
|||||
Cash
and cash equivalents at beginning of period
|
54,456
|
37,602
|
||||||
Cash
and cash equivalents at end of period
|
$ |
6,250
|
$ |
51,690
|
||||
The
accompanying notes are an integral part of these consolidated
statements.
|
6
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
1.
|
GENERAL
|
|
The
accompanying unaudited condensed financial statements have been prepared
in accordance with accounting principles generally accepted in the
United
States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation
S-X. 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 (all of which consisted of normal recurring accruals)
considered necessary for a fair presentation have been
included. Operating results for the three and nine months ended
September 30, 2007 are not necessarily indicative of the results
that may
be expected for the year ending December 31,
2007.
|
|
The
balance sheet at December 31, 2006 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial
statements.
|
|
For
further information, refer to the consolidated financial statements
and
footnotes thereto included in the Company's annual report on Form
10-K for
the year ended December 31, 2006.
|
On
the
consolidated statement of cash flows for the nine months ended September 30,
2006, the excess tax benefit for share-based payments has been reclassified
from
income taxes receivable and shown as a reduction in net cash provided by
operating activities to conform to the presentation for the current
year. The reclassification had no effect on previously reported net
earnings or stockholders’ equity.
2.
|
EARNINGS
PER SHARE
|
|
Statement
of Financial Accounting Standard (“SFAS”) 128, “Earnings Per Share,”
requires a basic earnings per share and diluted earnings per share
presentation. The two calculations differ as a result of the dilutive
effect of stock options and time lapse restricted shares and performance
restricted shares included in diluted earnings per share, but excluded
from basic earnings per share. Basic and diluted earnings per share
are
computed by dividing net income by the weighted average number of
shares
outstanding during the respective periods. A reconciliation of
weighted average shares outstanding is as
follows:
|
7
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands except per share data amounts)
|
Three
months ended
September
30,
|
Nine
months ended September 30,
|
||||||||||||||
2007
|
|
2006
|
2007
|
2006
|
||||||||||||
Net
income
|
$ |
3,229
|
$ |
4,562
|
$ |
12,421
|
$ |
16,627
|
||||||||
(numerator
for basic and diluted earnings per share)
|
||||||||||||||||
Shares
(denominator):
|
||||||||||||||||
Weighted
average shares outstanding
|
37,028
|
37,361
|
37,329
|
37,361
|
||||||||||||
(denominator
for basic earnings
per share)
|
||||||||||||||||
Dilutive
effect of stock options and restricted shares
|
1,126
|
1,454
|
1,172
|
1,634
|
||||||||||||
Adjusted
weighted average shares outstanding
|
38,154
|
38,815
|
38,501
|
38,995
|
||||||||||||
(denominator
for diluted
earnings per share)
|
||||||||||||||||
Earnings
Per Share:
|
||||||||||||||||
Basic
|
$ |
0.09
|
$ |
0.12
|
$ |
0.33
|
$ |
0.45
|
||||||||
Diluted
|
$ |
0.08
|
$ |
0.12
|
$ |
0.32
|
$ |
0.43
|
|
Certain
stock options as shown below were excluded in the computation of
weighted
average shares outstanding because the effect of their inclusion
would be
anti-dilutive to earnings per
share:
|
(in
thousands)
|
Three
months ended September
30,
|
Nine
months ended September
30,
|
||
2007
|
2006
|
2007
|
2006
|
|
Stock
options
|
48
|
50
|
48
|
50
|
3.
|
RECENT
ACCOUNTING PRONOUNCEMENTS
|
In
September 2006, the Financial Accounting Standards Board
(“FASB”) issued SFAS No. 157, “Fair Value
Measurements.” SFAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS 157 is
effective for the Company on January 1, 2008 and is not expected to have a
significant impact on the Company’s consolidated results of operations and
financial condition.
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for
Financial Assets and Liabilities – Including an Amendment of FASB Statement No.
115,” to permit an entity to choose to measure many financial instruments and
certain other items at fair value. Most of the provisions in SFAS 159
are elective; however the amendment to SFAS 115, “Accounting for Certain
Investments in Debt and Equity Securities,” applies to all entities with
available-for-sale and trading securities. The fair value option
permits all entities to choose to measure eligible items at fair value at
specified election dates. The fair value option may be applied on an
instrument-by-instrument basis, is irrevocable and is to be applied to entire
instruments and not portions thereof. The Company will adopt SFAS 159 in fiscal
year 2008. The Company is currently evaluating the impact of applying these
provisions.
8
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
In
May
2007, the FASB issued FASB Staff Position No. FIN 48-1 (“FSP 48-1”), “Definition
of Settlement in FASB Interpretation No. 48.” FSP 48-1 amended FIN 48
to provide guidance on how an enterprise should determine whether a tax position
is effectively settled for the purpose of recognizing previously unrecognized
tax benefits. FSP 48-1 required application upon the initial adoption
of FIN 48. The adoption of FSP 48-1 did not affect the Company’s
consolidated results of operations and financial condition.
In
June
2007, the FASB ratified a consensus opinion reached by the EITF on EITF Issue
06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment
Awards.” The consensus ratified by the FASB requires that a realized
income tax benefit from dividend or dividend equivalents that are charged to
retained earnings and paid to employees for equity classified nonvested equity
shares, nonvested equity share units and outstanding share options should be
recognized as an increase in additional paid-in-capital. Such amount
recognized should be included in the pool of excess tax benefits available
to
absorb potential future tax deficiencies on share-based payment
awards. This consensus ratified by the FASB should be applied
prospectively to the income tax benefits of dividends on equity awards granted
to employees that are declared in fiscal years beginning after December 15,
2007, and interim periods within those fiscal years. The Company is
currently evaluating the impact of adopting EITF Issue 06-11.
4.
|
COMPREHENSIVE
INCOME
|
The
components of comprehensive income are as
follows:
|
(in
thousands)
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
income as reported
|
$ |
3,229
|
$ |
4,562
|
$ |
12,421
|
$ |
16,627
|
||||||||
Change
in unrealized gain on marketable securities, net of taxes
and reclassification adjustments
|
185
|
38
|
181
|
32
|
||||||||||||
Comprehensive
income
|
$ |
3,414
|
$ |
4,600
|
$ |
12,602
|
$ |
16,659
|
9
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
5.
|
STOCK-BASED
COMPENSATION
|
|
Pre-tax
cost of stock-based employee compensation was approximately $374,000
($269,000 after tax) for the three months ended September 30, 2007,
approximately $1,122,000 ($791,000 after tax) for the nine months
ended
September 30, 2007, approximately $354,000 ($232,000 after tax) for
the
three months ended September 30, 2006, and approximately $1,135,000
($743,000 after tax) for the nine months ended September 30,
2006.
|
Stock
Options
Transactions
involving Marine Products stock options for the nine months ended September
30,
2007 were as follows:
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic
Value
|
||||||||||
Outstanding
at January 1, 2007
|
1,951,540
|
$ |
2.82
|
3.3
years
|
|||||||||
Granted
|
-
|
-
|
N/A
|
||||||||||
Exercised
|
(260,866 | ) | $ |
1.46
|
N/A
|
||||||||
Forfeited
|
-
|
-
|
N/A
|
||||||||||
Expired
|
-
|
-
|
N/A
|
||||||||||
Outstanding
at September 30, 2007
|
1,690,674
|
$ |
3.03
|
3.4
years
|
$ |
9,214,173
|
|||||||
Exercisable
at September 30, 2007
|
1,466,426
|
$ |
2.83
|
3.2
years
|
$ |
8,285,313
|
The
total
intrinsic value of share options exercised was approximately $2,151,000 during
the nine months ended September 30, 2007 and approximately $2,731,000 during the
nine months ended September 30, 2006. There were no tax benefits
associated with the exercise of stock options during the nine months ended
September 30, 2007 and 2006, since all of the options exercised were incentive
stock options which do not generate tax deductions for the Company.
10
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Restricted
Stock
The
following is a summary of the changes in non-vested restricted shares for the
nine months ended September 30, 2007:
Shares
|
Weighted
Average
Grant-
Date
Fair
Value
|
|||||||
Non-vested
shares at January 1, 2007
|
590,954
|
$ |
9.79
|
|||||
Granted
|
136,000
|
$ |
9.54
|
|||||
Vested
|
(195,004 | ) | $ |
5.89
|
||||
Forfeited
|
(1,500 | ) | $ |
9.54
|
||||
Non-vested
shares at September 30, 2007
|
530,450
|
$ |
11.16
|
The
total
fair value of shares vested was approximately $2,094,000 during the nine months
ended September 30, 2007 and $1,267,000 during the nine months ended September
30, 2006. The tax benefits for compensation tax deductions in excess
of compensation expense were credited to capital in excess of par value and
are
classified as financing cash flows in accordance with SFAS 123R.
Other
Information
As
of
September 30, 2007, total unrecognized compensation cost related to non-vested
restricted shares was approximately $4,693,000. This cost is expected
to be recognized over a weighted-average period of 3.8 years. As of
September 30, 2007, total unrecognized compensation cost related to non-vested
stock options was approximately $223,000 and is expected to be recognized over
a
weighted average period of less than one year.
6.
|
MARKETABLE
SECURITIES
|
Marine
Products maintains investments held with a large, well-capitalized financial
institution. Management determines the appropriate classification of
debt securities at the time of purchase and reevaluates such designations as
of
each balance sheet date. Debt securities are classified as
available-for-sale because the Company does not have the intent to hold the
securities to maturity. Available-for-sale securities are stated at
their fair values, with the unrealized gains and losses, net of tax, reported
as
a separate component of stockholders’ equity. The cost of securities
sold is based on the specific identification method. Realized gains
and losses, declines in value judged to be other than temporary, interest and
dividends on available-for-sale securities are included in interest
income. The fair value and the unrealized gains (losses) of the
available-for-sale securities are as follows:
11
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2007
|
December
31, 2006
|
|||||||||||||||
Type
of Securities
|
Fair
Value
|
Unrealized
Gain (Loss)
|
Fair
Value
|
Unrealized
Gain (Loss)
|
||||||||||||
Federal
Agency Obligations
|
$ |
—
|
$ |
—
|
$ |
471,000
|
$ | (2,000 | ) | |||||||
Corporate
Backed Obligations
|
—
|
—
|
2,349,000
|
(18,000 | ) | |||||||||||
Asset
Backed Securities
|
—
|
—
|
1,547,000
|
(15,000 | ) | |||||||||||
Municipal
Obligations
|
50,473,000
|
232,000
|
—
|
—
|
Investments
with remaining maturities of less than 12 months are considered to be current
marketable securities. Investments with remaining maturities greater
than 12 months are considered to be non-current marketable
securities.
7.
|
WARRANTY
COSTS AND OTHER CONTINGENCIES
|
Warranty
Costs
The
Company warrants the entire boat, excluding the engine, against defects in
materials and workmanship for a period of one year. The Company also
warrants the entire deck and hull, including its bulkhead and supporting
stringer system, against defects in materials and workmanship for periods
ranging from five to ten years.
An
analysis of the warranty accruals for the nine months ended September 30, 2007
and 2006 is as follows:
(in
thousands)
|
2007
|
2006
|
||||||
Balances
at beginning of year
|
$ |
5,337
|
$ |
4,272
|
||||
Less:
Payments made during the period
|
(4,152 | ) | (4,208 | ) | ||||
Add: Warranty
provision for the period
|
3,574
|
3,688
|
||||||
Changes
to warranty provision for prior years
|
219
|
1,086
|
||||||
Balances
at September 30
|
$ |
4,978
|
$ |
4,838
|
12
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Repurchase
Obligations
The
Company is a party to certain agreements with third party lenders that provide
financing to the Company’s network of dealers. The agreements provide
for the return of repossessed boats in “like new” condition to the Company, in
exchange for the Company’s assumption of specified percentages of the unpaid
debt obligation on those boats, up to certain contractually determined dollar
limits. As of September 30, 2007, the maximum contractual obligation
and the amounts outstanding under these agreements, which expire in 2007 and
2008, totaled approximately $3.5 million. The Company records the
estimated fair value of the guarantee; at September 30, 2007, this amount was
immaterial.
8.
|
BUSINESS
SEGMENT INFORMATION
|
|
The
Company has only one reportable segment, its powerboat manufacturing
business; therefore, the majority of the disclosures required by
SFAS 131
are not relevant to the Company. In addition, the Company’s
results of operations and its financial condition are not significantly
reliant upon any single customer or product
model.
|
9.
|
INVENTORIES
|
Inventories
consist of the following:
(in
thousands)
|
September
30, 2007
|
December
31, 2006
|
||||||
Raw
materials and supplies
|
$ |
19,316
|
$ |
13,319
|
||||
Work
in process
|
6,270
|
9,383
|
||||||
Finished
goods
|
7,451
|
6,854
|
||||||
Total
inventories
|
$ |
33,037
|
$ |
29,556
|
10.
|
INCOME
TAXES
|
The
Company determines its periodic income tax expense based upon the current period
income and the annual estimated tax rate for the Company adjusted for any change
to prior year estimates. The estimated tax rate is revised, if necessary, as
of
the end of each successive interim period during the fiscal year to the
Company's current annual estimated tax rate.
13
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
In
July
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which
provides criteria for the recognition, measurement, presentation and disclosure
of uncertain tax positions. The Company is subject to the provisions
of FIN 48 as of January 1, 2007, and has analyzed filing positions in federal,
state and foreign filing jurisdictions where it is required to file income
tax
returns, as well as all open years in those jurisdictions. As a
result of the implementation of FIN 48, the Company did not recognize a material
adjustment in the liability for unrecognized income tax benefits. As
of the adoption date the Company had gross tax affected unrecognized tax
benefits of $659,000, all of which, if recognized, would affect the Company’s
effective tax rate. There have been no material changes to these
amounts during the nine months ended September 30, 2007.
The
Company and its subsidiaries are subject to U.S. federal and state income tax
in
multiple jurisdictions. In many cases our uncertain tax positions are
related to tax years that remain open and subject to examination by the relevant
taxing authorities. The Company’s 2004 through 2006 tax years remain
open to examination.
It
is
reasonably possible that the amount of the unrecognized benefits with respect
to
our unrecognized tax positions will increase or decrease in the next 12
months. These changes may be the result of, among other things, state
tax settlements under Voluntary Disclosure Agreements. However,
quantification of an estimated range cannot be made at this time.
The
Company’s policy is to record interest and penalties related to income tax
matters as income tax expense. Accrued interest and penalties were
immaterial as of January 1, 2007 and September 30, 2007.
14
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
11.
|
EMPLOYEE
BENEFIT PLAN
|
The
Company participates in a multiple employer pension plan. The
following represents the net periodic benefit cost and related components for
the plan:
(in
thousands)
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Service
cost
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||||
Interest
cost
|
64
|
62
|
192
|
184
|
||||||||||||
Expected
return on plan assets
|
(99 | ) | (85 | ) | (298 | ) | (255 | ) | ||||||||
Amortization
of net losses
|
21
|
27
|
61
|
81
|
||||||||||||
Net
periodic benefit cost
|
$ | (14 | ) | $ |
4
|
$ | (45 | ) | $ |
10
|
During
2007, the Company contributed $250,000 to the multiple employer pension plan
to
achieve its funding objectives. The Company does not currently expect
to make any additional contributions to this plan in 2007.
15
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS
OF OPERATIONS
OVERVIEW
Marine
Products Corporation, through our wholly-owned subsidiaries Chaparral and
Robalo, is a leading manufacturer of recreational fiberglass powerboats. Our
sales and profits are generated by selling the products that we manufacture
to a
network of independent dealers who in turn sell the products to retail
customers. These dealers are located throughout the continental United States
and in several international markets. A majority of these dealers
finance their inventory through third-party floorplan lenders, who pay Marine
Products generally within seven to 10 days after delivery of the products to
the
dealers.
The
discussion on business and financial strategies of the Company set forth under
the heading “Overview” in the Company’s annual report on Form 10-K for the
fiscal year ended December 31, 2006 is incorporated herein by
reference. There have been no significant changes in the strategies
since year-end.
In
implementing these strategies and attempting to optimize our financial returns,
management closely monitors dealer orders and inventories, the production mix
of
its various models, and indications of near term demand such as consumer
confidence, interest rates, fuel costs, dealer orders placed at our annual
dealer conferences, and retail attendance and orders at annual winter boat
show
exhibitions. We also consider trends related to certain key financial
and other data, including our market share, unit sales of our products, average
selling price per unit, and gross profit margins, among others, as indicators
of
the success of our strategies. Marine Products' financial results are
affected by consumer confidence — because pleasure boating is a discretionary
expenditure, interest rates — because many retail customers finance the purchase
of their boats, and other socioeconomic and environmental factors such as
availability of leisure time, consumer preferences, demographics and the
weather.
We
reduced our production levels during the fourth quarter of 2006 in response
to
our concerns about dealer and consumer demand for products in our industry,
which resulted from high fuel prices and declining consumer sentiment for
recreational boating. In the third quarter of 2007, our production
levels were lower than the levels during the third quarter of
2006. Gross profit margin as a percentage of net sales decreased
approximately 1.5 percentage points compared to the third quarter of
2006. This decline was primarily due to changes in model mix compared
to the prior year, and manufacturing cost inefficiencies resulting from lower
production levels. At the end of the quarter, our unit backlog was
higher than at this time last year. The reduction in retail demand in
the United States was partially offset by strong performance outside of the
United States.
16
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
OUTLOOK
The
discussion on the outlook for 2007 is incorporated herein by reference from
the
Company’s annual report on Form 10-K for the fiscal year ended December 31,
2006.
The
weak
dealer and customer demand that began several years ago continued during the
third quarter of 2007. High fuel prices and insurance costs, coupled
with consumer uncertainty, continue to reduce demand for discretionary purchases
such as pleasure boats. The Company also believes that the recent
residential mortgage crisis is having a negative impact on our business, due
to
the wealth effect of lower real estate values. This is of particular
concern since the subprime mortgage problems and resulting delinquency rates,
foreclosures, and depressed real estate prices are prominent in Southern
California and Florida, two of our major markets. For these reasons,
we have managed our dealer inventories and production backlogs to better levels
than at the end of the third quarter of 2006.
The
Company recently began production for its 2008 model year, and we are encouraged
by the dealer reaction and resulting orders for Chaparral’s redesigned Sunesta
Wide TechTM
product
line. In addition, we note that the recent
interest rate cuts may have a positive impact on our sales, because we believe
that most consumers finance their new boat purchases. During
September 2007, several major boat shows reported higher attendance than
2006. Finally, the 2007 hurricane season was mild, which may bolster
consumer confidence in our markets in Florida and the Gulf Coast. We
have increased production of our new Sunesta Wide TechTM models due
to high
dealer demand, but we anticipate that overall fourth quarter 2007 unit
production will not increase, and we remain cautious about the strength of
the
market for our products until we see firm evidence of sustainable increases
in
overall boating market demand.
RESULTS
OF OPERATIONS
Key
operating and financial statistics for the three and nine months ended September
30, 2007 and 2006 follow:
($
in thousands)
|
Three
months ended
September
30
|
Nine
months ended
September
30
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Total
number of boats sold
|
1,167
|
1,550
|
4,189
|
4,918
|
||||||||||||
Average
gross selling price per boat
|
$ |
43.4
|
$ |
40.5
|
$ |
42.8
|
$ |
41.2
|
||||||||
Net
sales
|
$ |
52,481
|
$ |
64,002
|
$ |
185,326
|
$ |
205,698
|
||||||||
Percentage
of cost of goods sold tonet sales
|
78.5 | % | 77.0 | % | 78.3 | % | 76.8 | % | ||||||||
Gross
profit margin percent
|
21.5 | % | 23.0 | % | 21.7 | % | 23.2 | % | ||||||||
Percentage
of selling, general andadministrative expenses to net
sales
|
12.3 | % | 12.5 | % | 12.3 | % | 12.2 | % | ||||||||
Operating
income
|
$ |
4,795
|
$ |
6,677
|
$ |
17,330
|
$ |
22,556
|
||||||||
Warranty
expense
|
$ |
1,120
|
$ |
1,886
|
$ |
3,793
|
$ |
4,744
|
17
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
THREE
MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
2006
Net
sales for the three months ended September 30, 2007 decreased $11.5 million
or 18.0 percent compared to the comparable period in 2006. The change in net
sales was comprised of a 7.2 percent increase in average gross selling price
per
boat, a decrease in parts and accessories sales and a 24.7 percent decrease
in
the number of boats sold. The increase in average selling price per
boat was primarily due to increased average selling prices of SSi Sportboats,
SSX Sportdecks, Signature Cruisers and Robalo offshore sport fishing boats
offset by decreased average selling prices of Sunesta Deckboats before the
redesign. The decrease in net sales in the domestic market was
partially offset by strong growth outside of the United States due to the
weakness of the U.S. dollar. In the third quarter of 2007, sales
outside of the United States accounted for approximately 18.3 percent of net
sales compared to approximately 12.2 percent of net sales for the prior
year.
Cost
of goodssold for the three months ended September 30, 2007 was
$41.2 million compared to $49.3 million for the comparable period in 2006,
a
decrease of $8.1 million or 16.4 percent. Cost of goods sold, as a
percentage of net sales, increased primarily as the result of changes in model
mix and cost inefficiencies due to lower production volumes.
Selling,
general and administrative expenses for the three months ended September
30, 2007 were $6.5 million compared to $8.0 million for the comparable period
in
2006, a decrease of $1.5 million or 19.4 percent. The decrease in
selling, general and administrative expenses was primarily due to lower warranty
expense and incentive compensation expense consistent with lower
profitability. Warranty expense was 2.1 percent of net sales for the
three months ended September 30, 2007 compared to 2.9 percent in the prior
year,
primarily due to improved claims experience.
Operating
income for the three months ended September 30, 2007 decreased $1.9 million
or 28.2 percent compared to the comparable period in 2006. Operating income
was
lower primarily due to lower sales and gross profit margin percent.
Interest
income was $0.6 million during the three months ended September 30, 2007
compared to $0.7 million for the comparable period in 2006. This decrease
resulted primarily from lower returns on our short term maturities due to an
increase in balances invested in municipal bonds in the third quarter of
2007.
Income
tax provision for the three months ended September 30, 2007 of $2.2 million
was $0.6 million or 22.6 percent lower than the income tax provision of $2.8
million for the comparable period in 2006. The income tax provision
reflects an effective tax rate of 40.0 percent, compared to 37.9 percent for
the
comparable period in the prior year. The increase in the effective
rate was due to discrete adjustments recorded in the current quarter to reflect
true-ups to filed returns.
18
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
NINE
MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2006
Net
sales for the nine months ended September 30, 2007 decreased $20.4 million
or 9.9 percent compared to the comparable period in 2006. The change in net
sales was comprised of a 3.9 percent increase in average gross selling price
per
boat, a decrease in parts and accessories sales and a 14.8 percent decrease
in
the number of boats sold. The increase in average selling price per
boat was primarily due to increased average selling prices of SSi Sportboats,
SSX Sportdecks and Robalo offshore sport fishing boats. The decrease
in net sales in the domestic market was partially offset by strong growth
outside of the United States due to the weakness of the U.S.
dollar. For the first nine months of 2007, sales outside of the
United States accounted for approximately 24.2 percent of net sales compared
to
approximately 17.8 percent of net sales for the prior year.
Cost
of goodssold for the nine months ended September 30, 2007 was
$145.2 million compared to $158.0 million for the comparable period in 2006,
a
decrease of $12.8 million or 8.1 percent. Cost of goods sold, as a
percentage of net sales, increased primarily as the result of changes in model
mix, cost inefficiencies due to lower production volumes, as well as higher
raw
material costs compared to the prior year.
Selling,
general and administrative expenses for the nine months ended September 30,
2007 were $22.8 million compared to $25.1 million for the comparable period
in
2006, a decrease of $2.3 million or 9.0 percent. The decrease in
selling, general and administrative expenses was primarily due to lower
incentive compensation expense consistent with lower
profitability. Warranty expense was 2.0 percent of net sales for the
nine months ended September 30, 2007 compared to 2.3 percent in the prior
year.
Operating
income for the nine months ended September 30, 2007 decreased $5.2 million
or 23.2 percent compared to the comparable period in 2006. Operating income
was
lower primarily due to lower sales and gross profit margin percent.
Interest
income was $1.9 million during the nine months ended September 30, 2007
compared to $1.7 million for the comparable period in 2006. This increase
resulted primarily from an increase in investable balances in the first nine
months of 2007.
Income
tax provision for the nine months ended September 30, 2007 of $6.9 million
was $0.8 million or 10.1 percent lower than the income tax provision of $7.6
million for the comparable period in 2006. The decrease in the provision was
primarily due to lower pre-tax income as compared to the comparable period
in
the prior year. The income tax provision reflects an effective tax
rate of 35.6 percent, compared to 35.0 percent for the comparable period in
the
prior year. The
increase in the effective rate was due to discrete adjustments recorded in
the
prior year to reflect the favorable settlement of tax examinations.
19
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
LIQUIDITY
AND CAPITAL RESOURCES
Cash
Flows
The
Company’s cash and cash equivalents at September 30, 2007 were $6.3
million. The following table sets forth the historical cash flows
for:
(in
thousands)
|
Nine
months ended September 30,
|
|||||||
2007
|
2006
|
|||||||
Net
cash provided by operating activities
|
$ |
12,938
|
$ |
19,641
|
||||
Net
cash (used for) provided by investing activities
|
(46,949 | ) |
964
|
|||||
Net
cash used for financing activities
|
$ | (14,195 | ) | $ | (6,517 | ) |
Cash
provided by operating activities for the nine months ended September 30, 2007
decreased approximately $6.7 million compared to the comparable period in
2006. This decrease is primarily the result of lower net income in
the first nine months of 2007 compared to the comparable period in 2006, and
an
increase in working capital in 2007 compared to 2006.
Cash
used
for investing activities for the nine months ended September 30, 2007 increased
approximately $47.9 million compared to the comparable period in 2006, resulting
from purchases of marketable securities instead of overnight
investments.
Cash
used
for financing activities for the nine months ended September 30, 2007 increased
approximately $7.7 million primarily due to an increase in the cash paid for
repurchases of common stock on the open market and an increase in dividends
paid.
Financial
Condition and Liquidity
The
Company believes that the liquidity provided by existing cash, cash equivalents
and marketable securities, its overall strong capitalization, and cash expected
to be generated from operations, will provide sufficient capital to meet the
Company’s requirements for the next twelve months. The Company believes that the
liquidity will allow it the ability to fund any growth and provide the
opportunity to take advantage of business opportunities that may
arise.
The
Company’s decisions about the amount of cash to be used for investing and
financing purposes are influenced by its capital position and the expected
amount of cash to be provided by operations.
20
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
Cash
Requirements
The
Company currently expects that capital expenditures during 2007 will be
approximately $3.2 million, of which $1.1 million has been spent through
September 30, 2007.
The
Company participates in a multiple employer Retirement Income Plan, sponsored
by
RPC, Inc. (“RPC”). The Company contributed $0.3 million to the
multiple employer pension plan in the first quarter of 2007 to achieve its
funding objectives. The Company does not currently expect to make any
additional contributions to this plan for the remainder of 2007.
On
October 23, 2007, the Board of Directors approved a quarterly cash dividend
per
common share of $0.06. The Company expects to continue to pay cash dividends
to
common stockholders, subject to the earnings and financial condition of the
Company and other relevant factors.
The
Company has purchased a total of 3,462,857 shares in the open market pursuant
to
April 2001 and September 2005 resolutions of the Board of Directors that
authorized in the aggregate the repurchase of up to 5,250,000 shares. As of
September 30, 2007, the Company can purchase 1,787,143 additional shares under
these programs. Details regarding the shares repurchased during the third
quarter of 2007 have been disclosed in Part II, Item 2 of this
document.
The
Company has an immaterial amount of obligations and commitments that require
future payments. See the section below titled “Off Balance Sheet Arrangements”
for details regarding agreements that the Company has with third-party dealer
floor plan lenders.
The
Company warrants the entire boat, excluding the engine, against defects in
materials and workmanship for a period of one year. The Company also
warrants the entire deck and hull, including its bulkhead and supporting
stringer system, against defects in materials and workmanship for periods
ranging from five to ten years. See Note 7 to the Consolidated
Financial Statements for a detail of activity in the warranty accruals during
the nine months ended September 30, 2007 and 2006.
OFF
BALANCE SHEET ARRANGEMENTS
To
assist
dealers in obtaining financing for the purchase of its boats for inventory,
the
Company has entered into agreements with various dealers and selected
third-party lenders to guarantee varying amounts of qualifying dealers’ debt
obligations. The Company’s obligation under these guarantees becomes effective
in the case of default by the dealer. The agreements provide for the return
of
all repossessed boats in “like new” condition to the Company, in exchange for
the Company’s assumption of specified percentages of the dealers’ unpaid debt
obligation on those boats capped at the lender level. As of September 30, 2007,
the maximum contractual obligation to the lenders and the amount outstanding
under these agreements, which expire in 2007 and 2008, totaled approximately
$3.5 million. The Company has recorded the estimated fair value of this
guarantee; at September 30, 2007, this amount is immaterial and did not change
from the prior year.
21
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
RELATED
PARTY TRANSACTIONS
In
conjunction with its spin-off from RPC in 2001, the Company and RPC entered
into
various agreements that define their relationship after the
spin-off. A detailed discussion of the various agreements in effect
is contained in the Company’s annual report on Form 10-K for the year ended
December 31, 2006. RPC charged the Company for its allocable share of
administrative costs incurred for services rendered on behalf of Marine Products
totaling approximately $0.7 million in the nine months ended September 30,
2007
and approximately $0.6 million in the nine months ended September 30,
2006.
CRITICAL
ACCOUNTING POLICIES
The
discussion of Critical Accounting Policies is incorporated herein by reference
from the Company’s annual report on Form 10-K for the fiscal year ended December
31, 2006. There have been no significant changes in the critical
accounting policies since year-end.
IMPACT
OF RECENT ACCOUNTING PRONOUNCEMENTS
See
Note 3 of the Consolidated Financial Statements for a description of recent
accounting pronouncements, including the expected dates of adoption and
estimated effects on results of operations and financial condition.
SEASONALITY
Marine
Products’ quarterly operating results are affected by weather and the general
economic conditions in the United States. Quarterly operating results
for the second quarter historically have reflected the highest quarterly sales
volume during the year with the first quarter being the next highest sales
quarter. However, the results for any quarter are not necessarily indicative
of
results to be expected in any future period.
INFLATION
During
2005 and 2006, the Company experienced increases in certain material and
component costs. The Company responded to these higher costs by
instituting price increases effective during early 2006, and for the model
year
2007, which began on July 1, 2006. However, these price increases did
not fully absorb the increased material costs and therefore negatively impacted
the gross margin percent. For the most recent quarter compared to the
prior year, these material and component costs have remained high but relatively
stable. We anticipate, with continued high commodity prices, energy
prices and petroleum based product prices, that the price of materials could
continue to increase. If the prices of these raw materials and
components continue to increase, or the prices of other factors of production
increase, Marine Products will attempt to increase its product prices to offset
its increased costs. No assurance can be given, however, that the
Company will be able to adequately increase its product prices in response
to
inflation or estimate the impact on future sales of increasing product
prices.
22
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
New
boat
buyers typically finance their purchases. Higher inflation typically
results in higher interest rates that could translate into increased cost of
boat ownership. Prospective buyers may choose to delay their
purchases or buy a less expensive boat.
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this report that are not historical facts are
“forward-looking statements” under Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include without limitation, the expected effect
of recent accounting pronouncements on the Company’s consolidated results of
operation and financial condition, statements that relate to the Company’s
business strategy, plans and objectives, the Company’s outlook for 2007, the
Company’s schedule and plan for new model introductions, the Company’s
encouragement by dealer reaction and resulting orders for certain products,
the
possible positive impact on our business related to interest rate cuts, higher
boat show attendance and mild 2007 hurricane season, adequacy of capital
resources and funds, opportunity for continued growth, estimated capital
expenditures, estimated pension contributions, future dividends, estimates
regarding boat purchase obligations, market risk exposure, effect of litigation
on our financial position and results of operations, and the Company's beliefs
and expectations regarding future demand for the Company's products and
services. The words “may,” “should,” “will,” “expect,”
“believe,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “project,” “estimate,” and similar expressions used in this
document that do not relate to historical facts are intended to identify
forward-looking statements. Such statements are based on certain
assumptions and analyses made by our management in light of its experience
and
its perception of historical trends, current conditions, expected future
developments and other factors it believes to be appropriate. We
caution you that such statements are only predictions and not guarantees of
future performance and that actual results, developments and business decisions
may differ from those envisioned by the forward-looking statements. Risk
factors that could cause such future events not to occur as expected include
the
following: possible decreases in the level of consumer confidence
impacting discretionary spending, business interruptions due to adverse weather
conditions, increased interest rates, unanticipated changes in consumer demand
and preferences, deterioration in the quality of Marine Products’ network of
independent boat dealers or availability of financing of their inventory, our
ability to insulate our financial results against increasing commodity prices,
our ability to identify, complete or successfully integrate acquisitions, the
impact of rising gasoline prices and a weak housing market on consumer demand
for our products, and competition from other boat manufacturers and
dealers. Additional discussion of factors that could cause the actual
results to differ materially from management's projections, forecasts, estimates
and expectations is contained in Marine Products’ Form 10-K, filed with the
Securities and Exchange Commission for the year ended December 31,
2006. The Company does not undertake to update its forward-looking
statements.
23
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
ITEM
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Marine
Products does not utilize financial instruments for trading purposes and, as
of
September 30, 2007, did not hold derivative financial instruments that could
expose the Company to significant market risk. Also, as of September
30, 2007, the Company’s investment portfolio, totaling approximately $52.0
million and comprised primarily of municipal debt securities, is subject to
interest rate risk exposure. This risk is managed through conservative policies
to invest in high-quality obligations that are both short-term and long-term
in
nature, with a recent increased emphasis on long-term
securities. Although Marine Products’ investment portfolio mix has
been allocated towards securities with longer term maturities compared to the
end of fiscal year 2006, the risk of material market value fluctuations is
not
expected to be significantly different from the end of fiscal year 2006 and
the
Company currently expects no such changes through the remainder of the current
year.
ITEM
4.
CONTROLS AND PROCEDURES
Evaluation
of disclosure controls and procedures - The Company maintains disclosure
controls and procedures that are designed to ensure that information required
to
be disclosed in its Exchange Act reports is recorded, processed, summarized
and
reported within the time periods specified in the Commission’s rules and forms,
and that such information is accumulated and communicated to its management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure.
As
of the
end of the period covered by this report, September 30, 2007 (the “Evaluation
Date”), the Company carried out an evaluation, under the supervision and with
the participation of its management, including the Chief Executive Officer
and
Chief Financial Officer, of the effectiveness of the design and operation of
its
disclosure controls and procedures. The Company believes that its
disclosure controls and procedures continue to be effective, notwithstanding
the
significant deficiency described below, in part because that deficiency did
not
represent a material weakness, and would not be expected to lead to a material
misstatement in the Company’s financial statements or
disclosures. Based upon this evaluation, the Chief Executive Officer
and the Chief Financial Officer concluded that the Company’s disclosure controls
and procedures were effective at a reasonable assurance level as of the
Evaluation Date.
24
MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
Changes
in internal control over financial reporting– During the quarter
ended September 30, 2007, certain control deficiencies in the area of accounts
payable were identified due to the actions of a non-management employee.
Although there was no material impact to the financials as a result of these
actions, management has concluded that there was a “significant deficiency” as
defined in Rule 1-02 of Regulation S-X, related to accounts
payable. During the third quarter, management reinforced existing
controls including expanded employee background investigations, enforcing
restricted access controls, performing additional review procedures and account
reconciliations. Management believes that these changes will
strengthen the Company’s internal control over financial reporting.
PART
II.
OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
Marine
Products is involved in litigation from time to time in the ordinary course
of
its business. Marine Products does not believe that the outcome of
such litigation will have a material adverse effect on the financial position
or
results of operations of Marine Products.
Item
1A.
RISK FACTORS
See
the
risk factors described in the Company’s annual report on Form 10-K for the year
ended December 31, 2006.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
Shares
repurchased by Marine Products during the three months ended September 30,
2007
were as follows:
Period
|
Total
Number
of
Shares
(or
Units)
Purchased
|
Average
Price
Paid
Per Share (or Unit)
|
Total
number of Shares (or Units) Purchased as Part
of
Publicly Announced Plans
or
Programs
|
Maximum
Number
(or
Approximate
Dollar
Value) of
Shares
(or Units) that May Yet Be
Purchased
Under the Plans or Programs (1)
|
||||||||||||
Month
#1
July
1, 2007 to
July
31, 2007
|
- | $ |
-
|
-
|
2,063,943
|
|||||||||||
Month
#2
August
1, 2007 to
August
31, 2007
|
190,400
|
$ |
8.81
|
190,400
|
1,873,543
|
|||||||||||
Month
#3
September
1, 2007 to
September
30, 2007
|
86,400
|
$ |
8.76
|
86,400
|
1,787,143
|
|||||||||||
Totals
|
276,800
|
$ |
8.79
|
276,800
|
1,787,143
|
25
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
(1)
|
The
Company’s Board of Directors announced a stock buyback program on April
25, 2001 authorizing the repurchase of 2,250,000 shares in the open
market
and another on September 14, 2005 authorizing the repurchase of an
additional 3,000,000 shares. A total of 3,462,857 shares have
been repurchased through September 30, 2007. The programs do
not have predetermined expiration
dates.
|
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 | |
Exhibit Number | Description | |
3.1(a)
|
Marine
Products Corporation Articles of Incorporation (incorporated herein
by
reference to Exhibit 3.1 to the Registrant’s Registration Statement on
Form 10 filed on February 13, 2001).
|
|
3.1
(b)
|
Certificate
of Amendment of Certificate of Incorporation of Marine Products
Corporation executed on June 8, 2005 (incorporated herein by reference
to
Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed
June 9,
2005).
|
|
3.2
|
By-laws
of Marine Products Corporation (incorporated herein by reference
to
Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May
6, 2004).
|
|
4
|
Restated
Form of Stock Certificate (incorporated herein by reference to Exhibit
4.1
to the Registrant’s Registration Statement on Form 10 filed on February
13, 2001).
|
|
31.1
|
Section
302 certification for Chief Executive Officer
|
|
31.2
|
Section
302 certification for Chief Financial Officer
|
|
32.1
|
Section
906 certifications for Chief Executive Officer and Chief Financial
Officer
|
26
MARINE
PRODUCTS CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
MARINE
PRODUCTS CORPORATION
|
||
/s/
Richard A. Hubbell
|
||
Date:
October 31, 2007
|
Richard
A. Hubbell
|
|
President
and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
/s/
Ben M. Palmer
|
||
Date:
October 31, 2007
|
Ben
M. Palmer
|
|
Vice
President, Chief Financial Officer and Treasurer
|
||
(Principal
Financial and Accounting Officer)
|
27