[X]
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
[ ]
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware
(State of Incorporation) |
58-2572419
(I.R.S. Employer Identification No.) |
Title of
each class
COMMON STOCK, $0.10 PAR VALUE |
Name of each exchange on which registered
NEW YORK STOCK EXCHANGE |
The following table provides a brief description of our product lines and their particular market focus:
Product Line
|
|
|
|
Number
of Models |
|
Overall
Length |
|
Approximate
Retail Price Range |
|
Description
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Chaparral
SSi Sportboats |
11
|
18"28"
|
$22,000
$156,000 |
Fiberglass bowriders and closed deck runabouts. Encompasses affordable, entry-level to mid-range and larger sportboats. Marketed as high value
runabouts for family groups.
|
||||||||||||||
Chaparral
SSX Sportdecks |
3
|
24"28"
|
$51,000
$144,000 |
Fiberglass bowrider crossover sportboats that combine the ride of a sportboat and the usefulness of a deckboat. Marketed as high value
runabouts for family groups.
|
||||||||||||||
Chaparral
Sunesta Wide Tech / Xtreme
|
6
|
22"28"
|
$45,000
$115,000 |
Fiberglass pleasure boats with a high-performance hull design and updated styling. Wide Tech is marketed as an affordable, entry-level to
mid-range pleasure boat with the handling of a runabout, the style of a sportboat and the roominess of a cruiser. Xtreme is marketed as a
high-performance wakeboard/ski boat with technical features and styling that appeal to wakeboard and ski enthusiasts.
|
||||||||||||||
Chaparral
Signature Cruisers |
7
|
25"35"
|
$72,000
$365,000 |
Fiberglass, accommodation-focused cruisers. Marketed to experienced boat owners through trade magazines and boat show
exhibitions.
|
||||||||||||||
Robalo
Sport Fishing Boats
|
9
|
22"31"
|
$53,000
$236,000 |
Sport
fishing boats for large freshwater lakes or saltwater use. Marketed to experienced fishermen.
|
2007
|
2006
|
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Boats
|
Sales ($ B)
|
Boats
|
Sales ($ B)
|
||||||||||||||||
Sterndrive
Boats
|
50,778 | $ | 2.8 | 55,363 | $ | 2.9 | |||||||||||||
Outboard
Boats
|
56,967 | 2.2 | 58,034 | 2.1 | |||||||||||||||
Inboard
Boats
|
13,434 | 1.0 | 14,485 | 1.1 | |||||||||||||||
Jet
Boats
|
4,634 | 0.1 | 3,943 | 0.1 | |||||||||||||||
TOTAL
|
125,813 | $ | 6.1 | 131,825 | $ | 6.2 |
|
labor-intensive manufacturing processes that remain largely unautomated; |
|
increasingly strict environmental standards derived from governmental regulations and customer sensitivities; |
|
a lack of focus on coordinated customer service and support by dealers and manufacturers; and |
|
a high degree of fragmentation and competition among the more than 150 sterndrive and 600 outboard recreational boat manufacturers. |
|
1. Sea
Ray*
2. Bayliner* 3. Tahoe 4. Chaparral 5. Four Winns ** 6. Crownline 7. Glastron ** 8. Stingray 9. Cobalt 10. Larson** |
*
|
a subsidiary of Brunswick Corporation |
**
|
a subsidiary of Genmar Holdings, Inc. |
Name and Office with Registrant
|
|
|
|
Age
|
|
Date First Elected
to Present Office |
||||
---|---|---|---|---|---|---|---|---|---|---|
R. Randall
Rollins (1)
|
76 | 2/28/01 | ||||||||
Chairman of
the Board
|
||||||||||
Richard A.
Hubbell (2)
|
63 | 2/28/01 | ||||||||
President and
Chief Executive Officer
|
||||||||||
James A.
Lane, Jr. (3)
|
65 | 2/28/01 | ||||||||
Executive
Vice President and President of Chaparral Boats, Inc.
|
||||||||||
Linda H.
Graham (4)
|
71 | 2/28/01 | ||||||||
Vice
President and Secretary
|
||||||||||
Ben M. Palmer
(5)
|
47 | 2/28/01 | ||||||||
Vice
President, Chief Financial Officer and Treasurer
|
(1)
|
R. Randall Rollins began working for Rollins, Inc. (consumer services) in 1949. At the time of the spin-off of RPC from Rollins, in 1984, Mr. Rollins was elected Chairman of the Board and Chief Executive Officer of RPC. He remains Chairman of RPC and stepped down from the position of Chief Executive Officer effective April 22, 2003. He has served as Chairman of the Board of Marine Products since February 2001 and Chairman of the Board of Rollins, Inc. since October 1991. He is also a director of Dover Downs Gaming and Entertainment, Inc. and Dover Motorsports, Inc. |
(2)
|
Richard A. Hubbell has been the President and Chief Executive Officer of Marine Products since it was spun off in February 2001. He has also been the President of RPC since 1987 and its Chief Executive Officer since April 22, 2003. Mr. Hubbell serves on the Board of Directors for both of these companies. |
(3)
|
James A. Lane, Jr., has held the position of President of Chaparral Boats (formerly a subsidiary of RPC) since 1976. Mr. Lane has been Executive Vice President and Director of Marine Products since it was spun off in 2001. He is also a director of RPC and has served in that capacity since 1987. |
(4)
|
Linda H. Graham has been Vice President and Secretary of Marine Products since it was spun off in 2001, and Vice President and Secretary of RPC since 1987. Ms. Graham serves on the Board of Directors for both of these companies. |
(5)
|
Ben M. Palmer has been Vice President, Chief Financial Officer and Treasurer of Marine Products since it was spun off in 2001 and has served the same roles at RPC since 1996. |
2007
|
2006
|
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quarter
|
|
|
|
High
|
|
Low
|
|
Dividends
|
|
High
|
|
Low
|
|
Dividends
|
|||||||||||||
First
|
$ | 11.89 | $ | 9.10 | $ | 0.06 | $ | 12.35 | $ | 10.10 | $ | 0.05 | |||||||||||||||
Second
|
9.79 | 7.68 | 0.06 | 11.02 | 8.98 | 0.05 | |||||||||||||||||||||
Third
|
9.62 | 7.96 | 0.06 | 9.98 | 7.65 | 0.05 | |||||||||||||||||||||
Fourth
|
$ | 9.13 | $ | 6.45 | $ | 0.06 | $ | 12.28 | $ | 9.14 | $ | 0.05 |
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
October 1, 2007 to October 31, 2007 |
31,700 | $ | 7.97 | 31,700 | 4,755,443 | |||||||||||||
Month #2
November 1, 2007 to November 30, 2007 |
324,900 | $ | 7.60 | 324,900 | 4,430,543 | |||||||||||||
Month #3
December 1, 2007 to December 31, 2007 |
1,029,200 | $ | 7.05 | 1,029,200 | 3,401,343 | |||||||||||||
Totals
|
1,385,800 | $ | 7.20 | 1,385,800 | 3,401,343 |
(1)
|
The Companys 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 4,848,657 shares have been repurchased through December 31, 2007. On January 22, 2008 the Board of Directors authorized an additional 3,000,000 shares that the Company can repurchase, increasing the number of shares available for repurchase to 3,401,343. The programs do not have predetermined expiration dates. |
Years Ended December 31,
|
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(In thousands, except share, per share and employee
data)
|
|||||||||||||||||||||||
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|||||||||||||||
Statement
of Income Data:
|
|||||||||||||||||||||||
Net
sales
|
$ | 244,273 | $ | 261,378 | $ | 272,057 | $ | 252,418 | $ | 193,980 | |||||||||||||
Cost of goods
sold
|
191,810 | 201,971 | 202,936 | 186,832 | 143,663 | ||||||||||||||||||
Gross
profit
|
52,463 | 59,407 | 69,121 | 65,586 | 50,317 | ||||||||||||||||||
Selling,
general and administrative expenses
|
30,228 | 32,474 | 33,557 | 29,810 | 23,015 | ||||||||||||||||||
Operating
income
|
22,235 | 26,933 | 35,564 | 35,776 | 27,302 | ||||||||||||||||||
Interest
income
|
2,590 | 2,502 | 1,330 | 590 | 501 | ||||||||||||||||||
Income before
income taxes
|
24,825 | 29,435 | 36,894 | 36,366 | 27,803 | ||||||||||||||||||
Income tax
provision
|
8,402 | 9,121 | 10,671 | 12,623 | 9,731 | ||||||||||||||||||
Net
income
|
$ | 16,423 | $ | 20,314 | $ | 26,223 | $ | 23,743 | $ | 18,072 | |||||||||||||
Earnings
per share:
|
|||||||||||||||||||||||
Basic
|
$ | 0.44 | $ | 0.54 | $ | 0.69 | $ | 0.62 | $ | 0.47 | |||||||||||||
Diluted
|
$ | 0.43 | $ | 0.52 | $ | 0.65 | $ | 0.58 | $ | 0.45 | |||||||||||||
Dividends
paid per share
|
$ | 0.24 | $ | 0.20 | $ | 0.16 | $ | 0.11 | $ | 0.07 | |||||||||||||
Other
Financial and Operating Data:
|
|||||||||||||||||||||||
Gross profit
margin percent
|
21.5 | % | 22.7 | % | 25.4 | % | 26.0 | % | 25.9 | % | |||||||||||||
Operating
margin percent
|
9.1 | % | 10.3 | % | 13.1 | % | 14.2 | % | 14.1 | % | |||||||||||||
Net cash
provided by operating activities
|
$ | 16,431 | $ | 23,997 | $ | 19,366 | $ | 29,405 | $ | 17,828 | |||||||||||||
Net cash
(used for) provided by investing activities
|
(41,391 | ) | 1,351 | (2,023 | ) | (1,924 | ) | (4,432 | ) | ||||||||||||||
Net cash used
for financing activities
|
(26,263 | ) | (8,494 | ) | (26,356 | ) | (7,110 | ) | (4,432 | ) | |||||||||||||
Capital
expenditures
|
$ | 1,263 | $ | 1,667 | $ | 1,118 | $ | 2,838 | $ | 3,707 | |||||||||||||
Employees at
end of year
|
1,073 | 1,089 | 1,065 | 1,187 | 975 | ||||||||||||||||||
Factory and
administrative space at end of year (square ft.)
|
1,298 | 1,149 | 1,149 | 1,146 | 1,128 | ||||||||||||||||||
Balance
Sheet Data at end of year:
|
|||||||||||||||||||||||
Cash and cash
equivalents
|
$ | 3,233 | $ | 54,456 | $ | 37,602 | $ | 46,615 | $ | 26,244 | |||||||||||||
Marketable
securities current
|
8,870 | 652 | 1,323 | 132 | 1,402 | ||||||||||||||||||
Marketable
securities non-current
|
36,087 | 3,715 | 5,893 | 6,202 | 5,930 | ||||||||||||||||||
Inventories
|
33,159 | 29,556 | 26,856 | 25,869 | 21,770 | ||||||||||||||||||
Working
capital
|
36,113 | 76,506 | 61,341 | 61,989 | 45,984 | ||||||||||||||||||
Property,
plant and equipment, net
|
15,944 | 16,641 | 17,252 | 18,362 | 17,761 | ||||||||||||||||||
Total
assets
|
118,726 | 124,179 | 108,805 | 109,734 | 86,314 | ||||||||||||||||||
Total
stockholders equity
|
$ | 93,757 | $ | 101,401 | $ | 87,688 | $ | 87,372 | $ | 69,966 |
|
Manufacturing high-quality, stylish, and innovative powerboats for our dealers and retail customers, |
|
Providing our independent dealer network appropriate incentives, training, and other support to enhance their success and their customers satisfaction, thereby facilitating their continued relationship with us, |
|
Managing our production and dealer order backlog to maximize profitability and reduce risk in the event of a downturn in sales of our products, |
|
Maintaining a flexible, variable cost structure which can be reduced quickly when deemed appropriate, |
|
Focusing on the competitive nature of the boating business and designing our products and strategies in order to grow and maintain profitable market share, |
|
Maximizing shareholder return by optimizing the balance of cash invested in the Companys productive assets, the payment of dividends to shareholders, and the repurchase of its common stock on the open market, |
|
Aligning the interests of our management and shareholders. |
($s in thousands)
Years Ended December 31, |
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Total number
of boats sold
|
5,444 | 6,245 | 7,292 | |||||||||||
Average gross
selling price per boat
|
$ | 43.4 | $ | 41.1 | $ | 37.3 | ||||||||
Net sales
|
$ | 244,273 | $ | 261,378 | $ | 272,057 | ||||||||
Percentage of
gross profit to net sales
|
21.5 | % | 22.7 | % | 25.4 | % | ||||||||
Percentage of
selling, general and administrative expense
to net sales |
12.4 | % | 12.4 | % | 12.3 | % | ||||||||
Operating
income
|
$ | 22,235 | $ | 26,933 | $ | 35,564 | ||||||||
Warranty expense
|
$ | 4,958 | $ | 6,714 | $ | 4,929 |
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net cash
provided by operating activities
|
$ | 16,431 | $ | 23,997 | $ | 19,366 | ||||||||
Net cash (used
for) provided by investing activities
|
(41,391 | ) | 1,351 | (2,023 | ) | |||||||||
Net cash used for financing activities
|
$ | (26,263 | ) | $ | (8,494 | ) | $ | (26,356 | ) |
Payments due by period
|
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Contractual Obligations
|
|
|
|
Total
|
|
Less
than 1 year |
|
1-3
years |
|
3-5
years |
|
More
than 5 years |
|||||||||||
Long-term
debt
|
$ | | $ | | $ | | $ | | $ | | |||||||||||||
Capital
lease obligation
|
257,356 | | | | 257,356 | ||||||||||||||||||
Operating
leases (1)
|
1,519,257 | 150,518 | 394,339 | 402,000 | 572,400 | ||||||||||||||||||
Purchase
obligations (2)
|
| | | | | ||||||||||||||||||
Other
long-term liabilities
|
| | ‘ | | | ||||||||||||||||||
Total
|
$ | 1,776,613 | $ | 150,518 | $ | 394,339 | $ | 402,000 | $ | 829,756 |
(1)
|
Operating leases represent agreements for warehouse space and various office equipment. |
(2)
|
As part of the normal course of business the Company enters into purchase commitments to manage its various operating needs. However, the Company does not have any obligations that are non-cancelable or subject to a penalty if canceled. |
/s/ Richard A.
Hubbell
Richard A. Hubbell |
|
/s/ Ben M. Palmer
Ben M. Palmer |
||||||||
President and
Chief Executive Officer
|
|
Chief Financial Officer and Treasurer
|
INTERNAL CONTROL OVER FINANCIAL REPORTING
CONSOLIDATED FINANCIAL STATEMENTS
MARINE PRODUCTS
CORPORATION AND SUBSIDIARIES
December 31,
|
|
|
|
2007
|
|
2006
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS
|
|||||||||||
Cash and cash
equivalents
|
$ | 3,233 | $ | 54,456 | |||||||
Marketable
securities
|
8,870 | 652 | |||||||||
Accounts
receivable, net
|
3,540 | 2,980 | |||||||||
Inventories
|
33,159 | 29,556 | |||||||||
Income taxes
receivable
|
1,321 | 834 | |||||||||
Deferred
income taxes
|
2,746 | 3,244 | |||||||||
Prepaid
expenses and other current assets
|
2,159 | 1,873 | |||||||||
Current
assets
|
55,028 | 93,595 | |||||||||
Property,
plant and equipment, net
|
15,944 | 16,641 | |||||||||
Goodwill
|
3,308 | 3,308 | |||||||||
Other
intangibles, net
|
465 | 465 | |||||||||
Marketable
securities
|
36,087 | 3,715 | |||||||||
Deferred
income taxes
|
1,098 | 1,449 | |||||||||
Other
assets
|
6,796 | 5,006 | |||||||||
Total
assets
|
$ | 118,726 | $ | 124,179 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
|||||||||||
Liabilities
|
|||||||||||
Accounts
payable
|
$ | 4,621 | $ | 3,455 | |||||||
Accrued
expenses and other liabilities
|
14,294 | 13,634 | |||||||||
Current
liabilities
|
18,915 | 17,089 | |||||||||
Pension
liabilities
|
5,572 | 4,670 | |||||||||
Other
long-term liabilities
|
482 | 1,019 | |||||||||
Total
liabilities
|
24,969 | 22,778 | |||||||||
Commitments
and contingencies
|
|||||||||||
Stockholders Equity
|
|||||||||||
Preferred
stock, $0.10 par value, 1,000,000 shares authorized,
none issued |
| | |||||||||
Common stock,
$0.10 par value, 74,000,000 shares authorized,
issued and outstanding 36,017,736 shares in 2007, 37,908,188 shares in 2006 |
3,602 | 3,791 | |||||||||
Capital in
excess of par value
|
| 13,453 | |||||||||
Retained
earnings
|
90,105 | 84,875 | |||||||||
Accumulated
other comprehensive income (loss)
|
50 | (718 | ) | ||||||||
Total
stockholders equity
|
93,757 | 101,401 | |||||||||
Total
liabilities and stockholders equity
|
$ | 118,726 | $ | 124,179 |
MARINE PRODUCTS
CORPORATION AND SUBSIDIARIES
Years ended December 31,
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net
sales
|
$ | 244,273 | $ | 261,378 | $ | 272,057 | ||||||||
Cost of goods
sold
|
191,810 | 201,971 | 202,936 | |||||||||||
Gross
profit
|
52,463 | 59,407 | 69,121 | |||||||||||
Selling,
general and administrative expenses
|
30,228 | 32,474 | 33,557 | |||||||||||
Operating
income
|
22,235 | 26,933 | 35,564 | |||||||||||
Interest
income
|
2,590 | 2,502 | 1,330 | |||||||||||
Income
before income taxes
|
24,825 | 29,435 | 36,894 | |||||||||||
Income tax
provision
|
8,402 | 9,121 | 10,671 | |||||||||||
Net
income
|
$ | 16,423 | $ | 20,314 | $ | 26,223 | ||||||||
EARNINGS
PER SHARE
|
||||||||||||||
Basic
|
$ | 0.44 | $ | 0.54 | $ | 0.69 | ||||||||
Diluted
|
$ | 0.43 | $ | 0.52 | $ | 0.65 | ||||||||
Dividends
paid per share
|
$ | 0.24 | $ | 0.20 | $ | 0.16 |
MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
Three Years Ended
|
Comprehensive
|
Common Stock |
Capital in
Excess of |
Retained | Deferred |
Accumulated
Other Comprehensive Income |
||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
December 31, 2007
|
|
|
|
Income
|
|
Shares
|
|
Amount
|
|
Par Value
|
|
Earnings
|
|
Compensation
|
|
(Loss)
|
|
Total
|
||||||||||||||||
Balance,
December 31, 2004
|
38,943 | $ | 3,894 | $ | 34,239 | $ | 52,042 | $ | (1,899 | ) | $ | (904 | ) | $ | 87,372 | |||||||||||||||||||
Stock issued for
stock incentive plans, net
|
278 | 28 | 2,862 | (2,391 | ) | 499 | ||||||||||||||||||||||||||||
Stock purchased
and retired
|
(1,608 | ) | (161 | ) | (20,728 | ) | (20,889 | ) | ||||||||||||||||||||||||||
Net
income
|
$ | 26,223 | 26,223 | 26,223 | ||||||||||||||||||||||||||||||
Minimum pension
liability adjustment, net of taxes
|
(178 | ) | (178 | ) | (178 | ) | ||||||||||||||||||||||||||||
Unrealized loss
on securities, net of taxes and reclassification adjustments
|
(16 | ) | (16 | ) | (16 | ) | ||||||||||||||||||||||||||||
Comprehensive
income
|
$ | 26,029 | ||||||||||||||||||||||||||||||||
Dividends
declared
|
(6,073 | ) | (6,073 | ) | ||||||||||||||||||||||||||||||
Stock-based
compensation
|
750 | 750 | ||||||||||||||||||||||||||||||||
Effect of stock splits
|
85 | 9 | (9 | ) | | |||||||||||||||||||||||||||||
Balance,
December 31, 2005
|
37,698 | 3,770 | 16,364 | 72,192 | (3,540 | ) | (1,098 | ) | 87,688 | |||||||||||||||||||||||||
Stock issued for
stock incentive plans, net
|
381 | 38 | 434 | 472 | ||||||||||||||||||||||||||||||
Stock purchased
and retired
|
(171 | ) | (17 | ) | (1,615 | ) | (1,632 | ) | ||||||||||||||||||||||||||
Net
income
|
$ | 20,314 | 20,314 | 20,314 | ||||||||||||||||||||||||||||||
Minimum pension
liability adjustment, net of taxes
|
344 | 344 | 344 | |||||||||||||||||||||||||||||||
Unrealized gain
on securities, net of taxes and reclassification adjustments
|
36 | 36 | 36 | |||||||||||||||||||||||||||||||
Comprehensive
income
|
$ | 20,694 | ||||||||||||||||||||||||||||||||
Dividends
declared
|
(7,631 | ) | (7,631 | ) | ||||||||||||||||||||||||||||||
Stock-based
compensation
|
1,514 | 1,514 | ||||||||||||||||||||||||||||||||
Excess tax
benefits for share-based payments
|
296 | 296 | ||||||||||||||||||||||||||||||||
Adoption of SFAS 123(R)
|
(3,540 | ) | 3,540 | | ||||||||||||||||||||||||||||||
Balance,
December 31, 2006
|
37,908 | 3,791 | 13,453 | 84,875 | | (718 | ) | 101,401 | ||||||||||||||||||||||||||
Stock issued for
stock incentive plans, net
|
407 | 41 | 286 | 327 | ||||||||||||||||||||||||||||||
Stock purchased
and retired
|
(2,297 | ) | (230 | ) | (15,694 | ) | (2,182 | ) | (18,106 | ) | ||||||||||||||||||||||||
Net
income
|
$ | 16,423 | 16,423 | 16,423 | ||||||||||||||||||||||||||||||
Pension
adjustment, net of taxes
|
476 | 476 | 476 | |||||||||||||||||||||||||||||||
Unrealized gain
on securities, net of taxes and reclassification adjustments
|
292 | 292 | 292 | |||||||||||||||||||||||||||||||
Comprehensive
income
|
$ | 17,191 | ||||||||||||||||||||||||||||||||
Dividends
declared
|
(9,011 | ) | (9,011 | ) | ||||||||||||||||||||||||||||||
Stock-based
compensation
|
1,524 | 1,524 | ||||||||||||||||||||||||||||||||
Excess tax benefits for share-based payments
|
431 | 431 | ||||||||||||||||||||||||||||||||
Balance, December 31, 2007
|
36,018 | $ | 3,602 | $ | | $ | 90,105 | $ | | $ | 50 | $ | 93,757 |
MARINE PRODUCTS
CORPORATION AND SUBSIDIARIES
Years ended December 31,
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING
ACTIVITIES
|
||||||||||||||
Net
income
|
$ | 16,423 | $ | 20,314 | $ | 26,223 | ||||||||
Adjustments
to reconcile net income to net cash provided by operating activities:
|
||||||||||||||
Depreciation
and amortization
|
1,950 | 2,130 | 2,268 | |||||||||||
Stock-based
compensation expense
|
1,524 | 1,514 | 750 | |||||||||||
Excess tax
benefits for share-based payments
|
(431 | ) | (296 | ) | | |||||||||
Deferred
income tax provision (benefit)
|
331 | (737 | ) | (1,970 | ) | |||||||||
(Increase)
decrease in assets:
|
||||||||||||||
Accounts
receivable
|
(560 | ) | 682 | (2,580 | ) | |||||||||
Inventories
|
(3,603 | ) | (2,700 | ) | (987 | ) | ||||||||
Prepaid
expenses and other current assets
|
(286 | ) | (530 | ) | (467 | ) | ||||||||
Income taxes
receivable
|
(56 | ) | 1,990 | (1,476 | ) | |||||||||
Other
non-current assets
|
(1,052 | ) | (603 | ) | (1,751 | ) | ||||||||
Increase
(decrease) in liabilities:
|
||||||||||||||
Accounts
payable
|
1,166 | (6 | ) | (289 | ) | |||||||||
Other accrued
expenses
|
660 | 2,043 | (1,410 | ) | ||||||||||
Other
long-term liabilities
|
365 | 196 | 1,055 | |||||||||||
Net cash
provided by operating activities
|
16,431 | 23,997 | 19,366 | |||||||||||
INVESTING
ACTIVITIES
|
||||||||||||||
Capital
expenditures
|
(1,263 | ) | (1,667 | ) | (1,118 | ) | ||||||||
Proceeds from
sale of assets
|
10 | 113 | | |||||||||||
Sales and
maturities of marketable securities
|
32,437 | 8,829 | 9,781 | |||||||||||
Purchases of
marketable securities
|
(72,575 | ) | (5,924 | ) | (10,686 | ) | ||||||||
Net cash
(used for) provided by investing activities
|
(41,391 | ) | 1,351 | (2,023 | ) | |||||||||
FINANCING
ACTIVITIES
|
||||||||||||||
Payment of
dividends
|
(9,011 | ) | (7,631 | ) | (6,073 | ) | ||||||||
Cash paid for
common stock purchased and retired
|
(17,818 | ) | (1,337 | ) | (20,627 | ) | ||||||||
Excess tax
benefits for share-based payments
|
431 | 296 | | |||||||||||
Proceeds
received upon exercise of stock options
|
135 | 178 | 344 | |||||||||||
Net cash used
for financing activities
|
(26,263 | ) | (8,494 | ) | (26,356 | ) | ||||||||
Net
(decrease) increase in cash and cash equivalents
|
(51,223 | ) | 16,854 | (9,013 | ) | |||||||||
Cash and cash
equivalents at beginning of year
|
54,456 | 37,602 | 46,615 | |||||||||||
Cash and cash
equivalents at end of year
|
$ | 3,233 | $ | 54,456 | $ | 37,602 |
Marine
Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
December 31,
|
|
|
|
2007
|
|
2006
|
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Type of Securities
|
|
|
|
Fair Value
|
|
Unrealized Gain
(Loss) |
|
Fair Value
|
|
Unrealized Gain
(Loss) |
|||||||||
U.S. Treasury
Notes
|
$ | | $ | | $ | | $ | | |||||||||||
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
|
44,957,000 | 405,000 | | |
(in thousands)
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
Balance at
beginning of year
|
$ | 5,337 | $ | 4,272 | ||||||
Less:
Payments made during the year
|
(5,527 | ) | (5,649 | ) | ||||||
Add: Warranty
provision for the current year
|
4,719 | 4,729 | ||||||||
Changes to
warranty provision for prior years
|
239 | 1,985 | ||||||||
Balance at
end of year
|
$ | 4,768 | $ | 5,337 |
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Basic
|
37,147,567 | 37,338,724 | 38,015,899 | |||||||||||
Dilutive
effect of stock options and restricted shares
|
1,141,994 | 1,639,582 | 2,101,028 | |||||||||||
Diluted
|
38,289,561 | 38,978,306 | 40,116,927 |
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stock
options
|
48 | 50 | |
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
Trade
receivables
|
$ | 3,036 | $ | 2,661 | ||||||
Other
|
545 | 371 | ||||||||
Total
|
3,581 | 3,032 | ||||||||
Less:
Allowance for doubtful accounts
|
(41 | ) | (52 | ) | ||||||
Net accounts
receivable
|
$ | 3,540 | $ | 2,980 |
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
Raw
materials
|
$ | 14,001 | $ | 13,319 | ||||||
Work in
process
|
10,830 | 9,383 | ||||||||
Finished
goods
|
8,328 | 6,854 | ||||||||
Total
inventories
|
$ | 33,159 | $ | 29,556 |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
December 31,
|
|
|
|
Estimated
Useful Lives |
|
2007
|
|
2006
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||||||
Land
|
N/A | $ | 657 | $ | 495 | |||||||||
Buildings
|
20-39 | 16,882 | 16,403 | |||||||||||
Operating
equipment and property
|
3-15 | 9,266 | 8,861 | |||||||||||
Furniture and
fixtures
|
5-7 | 1,671 | 1,594 | |||||||||||
Vehicles
|
3-5 | 6,139 | 6,048 | |||||||||||
Gross
property, plant and equipment
|
34,615 | 33,401 | ||||||||||||
Less:
accumulated depreciation
|
(18,671 | ) | (16,760 | ) | ||||||||||
Net property,
plant and equipment
|
$ | 15,944 | $ | 16,641 |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
Accrued
payroll and related expenses
|
$ | 2,182 | $ | 1,926 | ||||||
Accrued sales
incentives and discounts
|
4,374 | 3,624 | ||||||||
Accrued
warranty costs
|
4,768 | 5,337 | ||||||||
Deferred
revenue
|
2,283 | 1,944 | ||||||||
Other
|
687 | 803 | ||||||||
Total accrued
expenses and other liabilities
|
$ | 14,294 | $ | 13,634 |
Years ended December 31,
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||||||
Current
provision:
|
||||||||||||||
Federal
|
$ | 7,806 | $ | 9,549 | $ | 11,958 | ||||||||
State
|
265 | 309 | 683 | |||||||||||
Deferred
provision (benefit):
|
||||||||||||||
Federal
|
309 | (778 | ) | (1,863 | ) | |||||||||
State
|
22 | 41 | (107 | ) | ||||||||||
Total income
tax provision
|
$ | 8,402 | $ | 9,121 | $ | 10,671 |
Years ended December 31,
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Federal
statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||||
State income
taxes, net of federal benefit
|
0.7 | 0.6 | 0.8 | |||||||||||
Tax-exempt
interest
|
(2.1 | ) | (0.3 | ) | (1.0 | ) | ||||||||
ETI
benefit
|
0.0 | (0.5 | ) | (0.7 | ) | |||||||||
Manufacturing
deduction
|
(2.2 | ) | (1.0 | ) | (1.1 | ) | ||||||||
Other
|
2.4 | (2.9 | ) | (4.1 | ) | |||||||||
Effective tax
rate
|
33.8 | % | 30.9 | % | 28.9 | % |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
Deferred tax
assets:
|
||||||||||
Warranty
costs
|
$ | 1,692 | $ | 1,922 | ||||||
Sales
incentives and discounts
|
811 | 664 | ||||||||
Stock-based
compensation
|
630 | 710 | ||||||||
Pension
|
1,474 | 1,633 | ||||||||
All
others
|
321 | 684 | ||||||||
Total
deferred tax assets
|
4,928 | 5,613 | ||||||||
Deferred tax
liabilities:
|
||||||||||
Depreciation
and amortization expense
|
(1,084 | ) | (920 | ) | ||||||
Net deferred
tax assets
|
$ | 3,844 | $ | 4,693 |
(in thousands)
|
|
|
|
|
||
---|---|---|---|---|---|---|
Balance as of
January 1, 2007
|
$ | 659 | ||||
Additions
based on tax positions related to current year
|
$ | 0 | ||||
Additions for
tax positions of prior years
|
$ | 7 | ||||
Reductions
for tax positions of prior years
|
$ | 491 | ||||
Balance at
December 31, 2007
|
$ | 175 |
|
|
|
|
Pension
Adjustment |
|
Unrealized
Gain (Loss) on Securities |
|
Total
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||||||
Balance at
December 31, 2005
|
$ | (1,031 | ) | $ | (67 | ) | $ | (1,098 | ) | |||||
Change during
2006:
|
||||||||||||||
Before-tax
amount
|
572 | 56 | 628 | |||||||||||
Tax
benefit
|
(228 | ) | (36 | ) | (264 | ) | ||||||||
Reclassification adjustment, net of taxes
|
| 16 | 16 | |||||||||||
Total
activity in 2006
|
344 | 36 | 380 | |||||||||||
Balance at
December 31, 2006
|
$ | (687 | ) | $ | (31 | ) | $ | (718 | ) | |||||
Change during
2007:
|
||||||||||||||
Before-tax
amount
|
738 | 452 | 1,190 | |||||||||||
Tax
provision
|
(262 | ) | (183 | ) | (445 | ) | ||||||||
Reclassification adjustment, net of taxes
|
| 23 | 23 | |||||||||||
Total
activity in 2007
|
476 | 292 | 768 | |||||||||||
Balance at
December 31, 2007
|
$ | (211 | ) | $ | 261 | $ | 50 |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
(in thousands)
|
|
|
|
|
||
---|---|---|---|---|---|---|
2008
|
$ | 151 | ||||
2009
|
141 | |||||
2010
|
128 | |||||
2011
|
126 | |||||
2012
|
132 | |||||
Thereafter
|
842 | |||||
Total rental
commitments
|
$ | 1,520 |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
ACCUMULATED
BENEFIT OBLIGATION, END OF YEAR
|
$ | 4,385 | $ | 4,699 | ||||||
CHANGE IN
PROJECTED BENEFIT OBLIGATION:
|
||||||||||
Benefit
obligation at beginning of year
|
$ | 4,699 | $ | 4,917 | ||||||
Service
cost
|
| | ||||||||
Interest
cost
|
256 | 246 | ||||||||
Actuarial
(gain) loss
|
(494 | ) | (401 | ) | ||||||
Benefits
paid
|
(76 | ) | (63 | ) | ||||||
Projected
benefit obligation at end of year
|
$ | 4,385 | $ | 4,699 | ||||||
CHANGE IN
PLAN ASSETS:
|
||||||||||
Fair value of
plan assets at beginning of year
|
$ | 4,820 | $ | 3,780 | ||||||
Actual return
on plan assets
|
560 | 403 | ||||||||
Employer
contributions
|
250 | 700 | ||||||||
Benefits
paid
|
(76 | ) | (63 | ) | ||||||
Fair value of
plan assets at end of year
|
$ | 5,554 | $ | 4,820 | ||||||
Funded status
at end of year
|
$ | 1,169 | $ | 121 |
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
AMOUNTS
RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS CONSIST OF:
|
||||||||||
Noncurrent
assets
|
$ | 1,169 | $ | 121 | ||||||
Current
liabilities
|
| | ||||||||
Noncurrent
liabilities
|
| | ||||||||
|
$ | 1,169 | $ | 121 |
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
AMOUNTS
(PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF:
|
||||||||||
Net loss
|
$ | 327 | $ | 1,065 | ||||||
Prior service
cost
|
| | ||||||||
Net
transition obligation
|
| | ||||||||
|
$ | 327 | $ | 1,065 |
December 31,
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||
SERP employer
contributions/employee deferrals
|
$ | (5,572 | ) | $ | (4,670 | ) |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
Years ended December 31,
|
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands)
|
||||||||||||||
Service cost
for benefits earned during the period
|
$ | | $ | | $ | | ||||||||
Interest cost
on projected benefit obligation
|
257 | 246 | 251 | |||||||||||
Expected
return on plan assets
|
(398 | ) | (341 | ) | (285 | ) | ||||||||
Amortization
of net (gain) loss
|
81 | 108 | 122 | |||||||||||
Net periodic
benefit cost
|
$ | (60 | ) | $ | 13 | $ | 88 |
(in thousands)
|
|
|
|
2007
|
|
2006
|
||||
---|---|---|---|---|---|---|---|---|---|---|
Net loss
(gain)
|
$ | (657 | ) | $ | (464 | ) | ||||
Amortization
of net (loss) gain
|
(81 | ) | (108 | ) | ||||||
Net
transition obligation (asset)
|
| | ||||||||
Amount
recognized in other comprehensive income
|
$ | (738 | ) | $ | (572 | ) |
(in thousands)
|
|
|
|
2008
|
||
---|---|---|---|---|---|---|
Amortization
of net loss (gain)
|
$ | | ||||
Prior service
cost (credit)
|
| |||||
Net
transition obligation (asset)
|
| |||||
Estimated net
periodic cost
|
$ | |
December 31, |
|
|
|
2007
|
|
2006
|
|
2005
|
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
PROJECTED
BENEFIT OBLIGATION:
|
||||||||||||||
Discount
rate
|
6.25 | % | 5.50 | % | 5.50 | % | ||||||||
Rate of
compensation increase
|
N/A | N/A | N/A | |||||||||||
NET BENEFIT
COST:
|
||||||||||||||
Discount
rate
|
5.75 | % | 5.50 | % | 5.75 | % | ||||||||
Expected
return on plan assets
|
8.00 | % | 8.00 | % | 8.00 | % | ||||||||
Rate of compensation increase
|
N/A | N/A | N/A |
Asset Category
|
|
|
|
Target
Allocation for 2008 |
|
Percentage of
Plan Assets as of December 31, 2007 |
|
Percentage of
Plan Assets as of December 31, 2006 |
|
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
Securities
|
42.2 | % | 48.1 | % | 49.6 | % | ||||||||||||
Debt
Securities Core Fixed Income
|
8.9 | 27.1 | 28.6 | |||||||||||||||
Tactical
Fund of Equity and Debt Securities
|
7.8 | 5.2 | 5.4 | |||||||||||||||
Real
Estate
|
11.1 | 5.7 | 5.5 | |||||||||||||||
Other
|
30.0 | 13.9 | 10.9 | |||||||||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
(in thousands) |
|
|
|
|
||
---|---|---|---|---|---|---|
2008
|
$ | 201 | ||||
2009
|
215 | |||||
2010
|
220 | |||||
2011
|
234 | |||||
2012
|
248 | |||||
20132017
|
1,339 |
Marine Products Corporation and Subsidiaries
Years ended December 31, 2007, 2006 and 2005
Year ended December 31,
|
|
|
|
2005
|
||
---|---|---|---|---|---|---|
(in thousands)
|
||||||
Net income
as reported
|
$ | 26,223 | ||||
Add:
Stock-based employee compensation expense included in reported net income, net of related tax effect
|
506 | |||||
Deduct: Total
stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect
|
(1,055 | ) | ||||
Pro forma net
income
|
$ | 25,674 | ||||
Pro forma
income per share would have been as follows:
|
||||||
Basic
as reported
|
$ | 0.69 | ||||
Basic
pro forma
|
$ | 0.68 | ||||
Diluted
as reported
|
$ | 0.65 | ||||
Diluted
pro forma
|
$ | 0.64 |
|
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outstanding at
January 1, 2007
|
1,951,540 | $ | 2.82 |
3.9
years
|
||||||||||||||
Granted
|
| |
N/A
|
|||||||||||||||
Exercised
|
(276,916 | ) | 1.53 |
N/A
|
||||||||||||||
Forfeited
|
(4,500 | ) | 4.54 |
N/A
|
||||||||||||||
Expired
|
| |
N/A
|
|||||||||||||||
Outstanding at
December 31, 2007
|
1,670,124 | $ | 3.03 |
3.1 years
|
$ | 6,647,094 | ||||||||||||
Exercisable at
December 31, 2007
|
1,450,376 | $ | 2.84 |
2.9 years
|
$ | 6,048,068 |
|
|
|
|
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
|
(6,600 | ) | 11.40 | |||||||
Non-vested
shares at December 31, 2007
|
525,350 | $ | 9.79 |
Plan Category
|
|
|
|
(A)
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
(B)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
|
(C)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
compensation plans approved by securityholders
|
1,670,124 | $ | 3.03 | 1,968,728 (1 | ) | |||||||||
Equity
compensation plans not approved by securityholders
|
| | | |||||||||||
Total
|
1,670,124 | $ | 3.03 | 1,968,728 |
(1)
|
All of the securities can be issued in the form of restricted stock or other stock awards. |
1.
|
Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report. |
2.
|
The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule is filed as part of this report. |
3.
|
Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. The following such exhibits are management contracts or compensatory plans or arrangements: |
10.1
|
Marine Products Corporation 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form 10 filed on February 13, 2001). |
10.6
|
Compensation Agreement between James A. Lane, Jr. and Chaparral Boats, Inc. (incorporated herein by reference to Exhibit 10.6 to the Form 10 filed on January 22, 2001). |
10.7
|
Marine Products Corporation 2004 Stock Incentive Plan (incorporated herein by reference to Appendix B to the Definitive Proxy Statement filed on March 24, 2004). |
10.8
|
Form of stock option grant agreement under the 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Form 10-K filed on March 21, 2003). |
10.9
|
Form of time lapse restricted stock grant agreement under the 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Form 10-K filed on March 21, 2003). |
10.10
|
Form of performance restricted stock grant agreement under the 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Form 10-K filed on March 21, 2003). |
10.11
|
Form of stock option grant agreement under the 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed on November 1, 2004). |
10.12
|
Form of time lapse restricted stock grant agreement under the 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Form 10-Q filed on November 1, 2004). |
10.13
|
Form of performance restricted stock grant agreement under the 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Form 10-Q filed on November 1, 2004). |
10.14
|
Summary of ‘at will compensation arrangements with the Executive Officers as of February 28, 2006 (incorporated herein by reference to Exhibit 10.14 to the Form 10-K filed on March 13, 2006). |
10.15
|
Summary of compensation arrangements with the Directors (incorporated herein by reference to Exhibit 10.15 to the Form 10-K filed on March 15, 2005). |
10.16
|
Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.16 to the Form 10-K filed on March 15, 2005). |
10.17
|
Summary of ‘At-Will compensation arrangements with the Executive Officers as of February 28, 2007 (incorporated by reference to Exhibit 10.17 to the Form 10-K filed on March 2, 2007). |
10.18
|
Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2007 (incorporated by reference to Exhibit 10.18 to the Form 10-K filed on March 2, 2007). |
10.19
|
First Amendment to 2001 Employee Stock Incentive Plan and 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to the Form 10-K filed on March 2, 2007). |
10.20.
|
Summary of ‘At-Will compensation arrangements with the Executive Officers as of February 28, 2008. |
10.21
|
Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2008. |
Exhibit
Number |
|
|
|
Description
|
||
---|---|---|---|---|---|---|
3.1 |
(A)
Articles of Incorporation of Marine Products Corporation (incorporated herein by reference to Exhibit 3.1 to the Form 10 filed on February 13,
2001).
|
|||||
(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 current report on Form 8-K filed on June 9, 2005).
|
||||||
3.2 |
Bylaws of Marine Products Corporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on October 25,
2007).
|
|||||
4 |
Form
of Common Stock Certificate of Marine Products Corporation (incorporated herein by reference to Exhibit 4.1 to the Form 10 filed on February 13,
2001).
|
|||||
10.1 |
Marine Products Corporation 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form 10 filed on
February 13, 2001).
|
|||||
10.2 |
Agreement Regarding Distribution and Plan of Reorganization, dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation
(incorporated herein by reference to Exhibit 10.2 to the Form 10 filed on February 13, 2001).
|
|||||
10.3 |
Employee Benefits Agreement, dated February 12, 2001, by and between RPC, Inc., Chaparral Boats, Inc. and Marine Products Corporation
(incorporated herein by reference to Exhibit 10.3 to the Form 10 filed on February 13, 2002).
|
|||||
10.4 |
Transition Support Services Agreement, dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation (incorporated herein
by reference to Exhibit 10.4 to the Form 10 filed on February 13, 2001).
|
|||||
10.5 |
Tax
Sharing Agreement, dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation (incorporated herein by reference to Exhibit 10.5
to the Form 10 filed on February 13, 2001).
|
|||||
10.6 |
Compensation Agreement between James A. Lane, Jr. and Chaparral Boats, Inc. (incorporated herein by reference to Exhibit 10.6 to the Form 10
filed on January 22, 2001).
|
|||||
10.7 |
Marine Products Corporation 2004 Stock Incentive Plan (incorporated herein by reference to Appendix B to the Definitive Proxy Statement filed
on March 24, 2004).
|
|||||
10.8 |
Form
of stock option grant agreement under the 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Form 10-K filed
on March 21, 2003).
|
Exhibit
Number |
|
|
|
Description
|
||
---|---|---|---|---|---|---|
10.9 |
Form
of time lapse restricted stock grant agreement under the 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the
Form 10-K filed on March 21, 2003).
|
|||||
10.10 |
Form
of performance restricted stock grant agreement under the 2001 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the
Form 10-K filed on March 21, 2003).
|
|||||
10.11 |
Form
of stock option grant agreement under the 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed on
November 1, 2004).
|
|||||
10.12 |
Form
of time lapse restricted stock grant agreement under the 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q
filed on November 1, 2004).
|
|||||
10.13 |
Form
of performance restricted stock grant agreement under the 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Form 10-Q
filed on November 1, 2004).
|
|||||
10.14 |
Summary of ‘at will compensation arrangements with the Executive Officers as of February 28, 2006 (incorporated herein by
reference to Exhibit 10.14 to the Form 10-K filed on March 13, 2006).
|
|||||
10.15 |
Summary of compensation arrangements with the Directors (incorporated herein by reference to Exhibit 10.15 to the Form 10-K filed on March 15,
2005).
|
|||||
10.16 |
Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.16 to the Form 10-K filed on March 15, 2005).
|
|||||
10.17 |
Summary of ‘At-Will compensation arrangements with the Executive Officers as of February 28, 2007 (incorporated herein by
reference to Exhibit 10.17 to the Form 10-K filed on March 2, 2007).
|
|||||
10.18 |
Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2007 (incorporated herein by reference to Exhibit 10.18 to
the Form 10-K filed on March 2, 2007).
|
|||||
10.19 |
First
Amendment to 2001 Employee Stock Incentive Plan and 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.19 to the Form 10-K filed
on March 2, 2007).
|
|||||
10.20 |
Summary of ‘At-Will compensation arrangements with the Executive Officers as of February 28, 2008.
|
|||||
10.21 |
Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2008.
|
|||||
21 |
Subsidiaries of Marine Products Corporation
|
|||||
23 |
Consent of Grant Thornton LLP
|
|||||
24 |
Powers of Attorney for Directors
|
|||||
31.1 |
Section 302 certification for Chief Executive Officer
|
|||||
31.2 |
Section 302 certification for Chief Financial Officer
|
|||||
32.1 |
Section 906 certification for Chief Executive Officer and Chief Financial Officer
|
Name
|
|
|
|
Title
|
|
Date
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|
/s/
Richard A. Hubbell
|
|||||||||||
Richard A.
Hubbell
|
President and Chief Executive Officer
(Principal Executive Officer) |
March 4, 2008
|
|||||||||
|
|||||||||||
/s/
Ben M. Palmer
|
|||||||||||
Ben M.
Palmer
|
Chief
Financial Officer
(Principal Financial and Accounting Officer) |
March 4, 2008
|
R. Randall
Rollins, Director
|
James B. Williams, Director
|
|
||||||||
Wilton Looney,
Director
|
James A. Lane, Jr., Director
|
|||||||||
Gary W.
Rollins, Director
|
Linda H. Graham, Director
|
|||||||||
Henry B.
Tippie, Director
|
Bill J. Dismuke, Director
|
FINANCIAL
STATEMENTS AND REPORTS
|
PAGE
|
|||||
Managements Report on Internal Control Over Financial Reporting
|
30
|
|||||
Report of
Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
31
|
|||||
Report of
Independent Registered Public Accounting Firm on Consolidated Financial Statements
|
32
|
|||||
Consolidated
Balance Sheets as of December 31, 2007 and 2006
|
33
|
|||||
Consolidated
Statements of Income for the three years ended December 31, 2007
|
34
|
|||||
Consolidated
Statements of Stockholders Equity for the three years ended December 31, 2007
|
35
|
|||||
Consolidated
Statements of Cash Flows for the three years ended December 31, 2007
|
36
|
|||||
Notes to
Consolidated Financial Statements
|
37-54
|
|||||
SCHEDULE
|
|
|||||
Schedule II
Valuation and Qualifying Accounts
|
62
|
MARINE PRODUCTS CORPORATION AND SUBSIDIARIES (in thousands of dollars)
For the years ended December 31, 2007, 2006 and
2005
|
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Description
|
|
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Net
(Write-Offs)/ Recoveries |
|
Balance
at End of Period |
|
|||||||||||
Year ended
December 31, 2007
Allowance for doubtful accounts |
$ | 52 | $ | | $ | (11 | ) | $ | 41 | |||||||||||||
Year ended
December 31, 2006
Allowance for doubtful accounts |
$ | 58 | $ | | $ | (6 | ) | $ | 52 | |||||||||||||
Year ended
December 31, 2005
Allowance for doubtful accounts |
$ | 60 | $ | | $ | (2 | ) | $ | 58 |
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands except per share data) | ||||||||||||||||||||||
2007
|
||||||||||||||||||||||
Net
sales
|
$ | 64,976 | $ | 67,869 | $ | 52,481 | $ | 58,947 | ||||||||||||||
Gross
profit
|
13,964 | 14,934 | 11,266 | 12,299 | ||||||||||||||||||
Net
income
|
3,917 | 5,275 | 3,229 | 4,002 | ||||||||||||||||||
Earnings per
share basic (a)
|
0.10 | 0.14 | 0.09 | 0.11 | ||||||||||||||||||
Earnings per
share diluted (a)
|
0.10 | 0.14 | 0.08 | 0.11 | ||||||||||||||||||
2006
|
||||||||||||||||||||||
Net
sales
|
$ | 69,957 | $ | 71,739 | $ | 64,002 | $ | 55,680 | ||||||||||||||
Gross
profit
|
16,818 | 16,136 | 14,705 | 11,748 | ||||||||||||||||||
Net
income
|
5,776 | 6,289 | 4,562 | 3,687 | ||||||||||||||||||
Earnings per
share basic (a)
|
0.15 | 0.17 | 0.12 | 0.10 | ||||||||||||||||||
Earnings per
share diluted (a)
|
0.15 | 0.16 | 0.12 | 0.09 |
(a)
|
The sum of the earnings per share for the four quarters may differ from annual earnings per share due to the required method of computing the weighted average shares in interim periods. |
MPC Exhibit
Exhibit 10.[20]
Summary of Compensation Arrangements with Executive Officers
As of February 28, 2008
The following summarizes the current compensation and benefits received by the Chief Executive Officer and Chief Financial Officer of Marine Products Corporation (the Company) and the Companys other three most highly compensated executive officers (the Named Executive Officers) as of February 28, 2008. Compensation paid with respect to fiscal 2007 will be described in the Companys 2008 Proxy Statement.
This document is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any of the Named Executive Officers.
Base Salaries
The 2008 annual base salaries for the Companys Named Executive Officers as of February 28, 2008 are as follows:
R. Randall Rollins, Chairman of the Board |
$300,000 |
Richard A. Hubbell, President and Chief Executive Officer |
$350,000 |
James A. Lane, Jr. Executive Vice President and President of Chaparral Boats, Inc. |
$ 67,841 |
Linda H. Graham Vice President and Secretary |
$115,000 |
Ben M. Palmer, Vice President, Chief Financial Officer and Treasurer |
$175,000 |
Discretionary Bonuses
All of the Named Executive Officers with the exception of Mr. Lane are eligible for annual cash bonuses which are awarded on an entirely discretionary basis, following a review by the Companys Compensation Committee of the performance of the Company and the executives for the relevant year. The Compensation Committees decisions are based upon broad performance objectives. The bonus program focuses on the achievement of short-term objectives. Bonus decisions are made based on a review of net income, budget objectives, and other individual-specific performance objectives. The performance objectives considered by the Committee relate to each executive officer improving the contribution of his or her functional area of responsibility to further enhance the earnings of the Company.
Discretionary bonuses are not made subject to any plan or program, written or unwritten. No specific performance criteria are established in advance, and no specific ranges for bonuses are established in advance. Bonuses for a particular fiscal year are generally determined during the first quarter of the following fiscal year and paid at the discretion of the Compensation Committee.
Bonuses were paid in the first quarter of 2008 for the year ended December 31, 2007. As previously reported, discretionary bonuses for 2007 were paid to each of the Named Executives (other than Mr. Lane) in the first quarter of 2008 as follows:
R. Randall Rollins, Chairman of the Board |
$139,000 |
Richard A. Hubbell, President and Chief Executive Officer |
$110,000 |
Linda H. Graham Vice President and Secretary |
$ 25,000 |
Ben M. Palmer, Vice President, Chief Financial Officer and Treasurer |
$ 70,000 |
The Compensation Committees current policy is not to award discretionary bonuses to Mr. Lane. However, Mr. Lane is party to a Compensation Agreement with the Company pursuant to which he is entitled to certain payments based on Company performance.
Stock Options and Other Equity Awards
The Named Executive Officers are eligible to receive options and restricted stock under the Companys stock incentive plan, in such amounts and with such terms and conditions as determined by the Committee at the time of grant. The Companys stock incentive plans and standard forms of option and restricted stock grant agreements are filed as exhibits to this Form 10-K.
Supplemental Retirement Plan
All of the Named Executive Officers are eligible to participate in the Companys Supplemental Retirement Plan (Plan).
Salary and Bonus Deferrals
The Plan allows participants to defer to 50% of base salary and up to 100% of annual bonus, subject to other terms and conditions set forth in the Plan.
Company Contributions
The Company makes certain Enhanced Benefit Contributions under the Plan on behalf of certain Participants of long service to the Company who were 40-65 years of age or older on December 31, 2002. The Company makes the Enhanced Benefit Contributions (as disclosed in the Companys last filed annual proxy statement) in lieu of the benefits that previously accrued under the RPC, Inc. Retirement Income Plan, which existed prior to the Companys spin-off from RPC. Additional benefits ceased to accrue under the RPC, Inc. Retirement Income Plan effective March 31, 2002. Enhanced Benefit Contributions are discretionary and may be made annually, for a maximum of seven years, subject to the Participants continued employment with the Company.
Automobile Usage
Mr. Lane is entitled to the use of a Company owned automobile and related vehicle benefits.
Airplane Usage
Mr. Lane is entitled to use the Companys plane for personal use, subject to reimbursement to the Company at a rate of $450 per hour.
Other Benefits
Mr. Lane participates in the regular benefit programs, including the 401(k) plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans at
Chaparral Boats, Inc. Mr. Lane is also eligible for the Retirement Income Plan that was frozen in March 2002. See Supplemental Retirement Plan above for further discussion.
All of the Named Executive Officers except Mr. Lane are also executive officers of RPC, Inc. and also receive compensation from that company. Disclosure regarding such compensation can be found in RPC, Inc.s filings with the Securities and Exchange Commission.
MPC EXHIBIT
EXHIBIT 10. [21]
SUMMARY OF COMPENSATION ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS
AS OF FEBRUARY 28, 2008
The following summarizes the current compensation and benefits received by the Companys non-employee directors as of February 28, 2008. This document is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any non-employee director.
Retainer
Non-employee directors each receive an annual retainer fee of $24,000. The Chairman of the Audit Committee receives an annual retainer of $16,000, the Chairman of the Compensation Committee receives an annual retainer of $9,000 and the Chairman of each of the Corporate Governance/Nominating Committee and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect to each Committee he chairs. All of the retainers are paid on a quarterly basis.
Meeting Fees
|
Per meeting fees for non-employee directors are as follows: |
|
For meetings of the Board of Directors, Compensation Committee, Corporate Governance/Nominating Committee and Diversity Committee, $1,500. |
|
For in person meetings of the Audit Committee, $2,500, and for telephone meetings of the Audit Committee, $1,250. In addition, the Chairman gets an additional $1,500 for preparing to conduct each quarterly meeting. |
Equity Compensation
Under the terms of the Companys 2004 Stock Incentive Plan, directors are eligible to receive stock options, stock awards, and other types of equity-based compensation awards. However, the Company does not make any such awards to non-employee directors under its current compensation practices.
All non-employee directors are entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments.
EXHIBIT 21 |
|
|
|
|
|
SUBSIDIARIES OF MARINE PRODUCTS CORPORATION |
|
|
|
|
|
|
|
|
NAME |
|
STATE OF INCORPORATION |
|
|
|
Chaparral Boats, Inc. |
|
Georgia |
|
|
|
Chaparral Marine, Inc. |
|
Georgia |
|
|
|
Robalo Acquisition Company, LLC |
|
Georgia |
|
|
|
Marine Products Investment Company, LLC |
|
Delaware |
Consent of Independent Registered Public Accounting Firm
We have issued our reports dated February 29, 2008, accompanying the consolidated financial statements and schedule (which report expresses an unqualified opinion and contains an explanatory paragraph relating to the adoption of new accounting standards during 2007 and 2006) and managements assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Marine Products Corporation (the Company) on Form 10-K for the year ended December 31, 2007. We hereby consent to the incorporation by reference of said reports in the Registration Statements of the Company on Forms S-8 (File No. 333-59886, effective May 1, 2001 and File No. 333-117837, effective July 30, 2004).
/s/ Grant Thornton LLP
Atlanta, Georgia
February 29, 2008
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ Bill J. Dismuke |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ Gary W. Rollins |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ Henry B. Tippie |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ James A. Lane, Jr. |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ James B. Williams |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ Linda H. Graham |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ R. Randall Rollins |
|
______________________
|
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by Marine Products Corporation on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25th day of February 2008.
|
/s/ Wilton Looney |
|
______________________
|
EXHIBIT 31.1
CERTIFICATIONS
I, Richard A. Hubbell, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of Marine Products Corporation; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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/s/ Richard A. Hubbell
|
Date: March 4, 2008 |
Richard A. Hubbell |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
EXHIBIT 31.2
I, Ben M. Palmer, certify that:
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1. |
I have reviewed this annual report on Form 10-K of Marine Products Corporation; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
/s/ Ben M. Palmer
|
|
Date: March 4, 2008 |
Ben M. Palmer |
|
Vice President, Chief Financial Officer, and Treasurer |
|
(Principal Financial and Accounting Officer) |
2
EXHIBIT 32.1
CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
To the best of their knowledge the undersigned hereby certify that the Annual Report on Form 10-K of Marine Products Corporation for the period ended December 31, 2007, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78m) and that the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Marine Products Corporation.
Date: March 4, 2008 |
|
/s/ Richard A. Hubbell
|
|
Richard A. Hubbell |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
Date: March 4, 2008 |
|
/s/ Ben M. Palmer
|
|
Ben M. Palmer |
|
Vice President, Chief Financial Officer and Treasurer |
|
(Principal Financial and Accounting Officer) |