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, 2017March 31, 2019

 

Commission File No. 1-16263

 

MARINE PRODUCTS CORPORATION

(exact name of registrant as specified in its charter)

 

Delaware58-2572419
(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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:Trading SymbolName of each exchange on which registered:
Common Stock, par value $0.10MPX

New York Stock Exchange

 

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. YesxNo¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨Accelerated filerx
Non-accelerated filer¨(Do not check if smaller reporting company)Smaller reporting company¨
Emerging Growth Company¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a)13(a) of the Exchange Act.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Nox

 

As of October 20, 2017,April 19, 2019, Marine Products Corporation had 34,776,53334,125,173 shares of common stock outstanding.

 

 

 

 

 

Marine Products Corporation

 

Table of Contents

 

Page
No.
Part I. Financial Information 
  
Item 1.Financial Statements (Unaudited) 
 
Consolidated Balance Sheets – As of September 30, 2017March 31, 2019 and December 31, 201620183
   
 Consolidated Statements of Operations – for the three and nine months ended September 30, 2017March 31, 2019 and 201620184
   
 Consolidated Statements of Comprehensive Income – for the three and nine months ended September 30, 2017March 31, 2019 and 201620185
   
 Consolidated StatementStatements of Stockholders’ Equity – for the ninethree months ended September 30, 2017March 31, 2019 and 20186
   
 Consolidated Statements of Cash Flows – for the ninethree months ended September 30, 2017March 31, 2019 and 201620187
   
 Notes to Consolidated Financial Statements8-218-22
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22-3123-30
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk3230
   
Item 4.Controls and Procedures3231
   
Part II. Other Information 
  
Item 1.Legal Proceedings3332
   
Item 1A.Risk Factors3332
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3332
   
Item 3.Defaults upon Senior Securities3432
   
Item 4.Mine Safety Disclosures3432
   
Item 5.Other Information3432
   
Item 6.Exhibits3533
   
SignaturesSignature3634

 

2

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017MARCH 31, 2019 AND DECEMBER 31, 20162018

(In thousands)

(Unaudited)

 

 September 30, December 31, 
 2017  2016  March 31,  December 31, 
      (Note 1)  2019  2018 
ASSETS              (Note 1) 
                
Cash and cash equivalents $4,052  $2,619  $18,347  $8,745 
Marketable securities  3,329   4,109   -   2,966 
Accounts receivable, net of allowance for doubtful accounts of $25 in 2017 and $25 in 2016  7,438   1,087 
Accounts receivable, net of allowance for doubtful accounts of $20 in 2019 and $25 in 2018  9,894   3,872 
Inventories  41,442   42,488   47,824   46,770 
Income taxes receivable  995   29   452   452 
Prepaid expenses and other current assets  1,466   1,823   1,127   1,795 
Total current assets  58,722   52,155   77,644   64,600 
Property, plant and equipment, net of accumulated depreciation of $23,996 in 2017 and $23,470 in 2016  13,742   13,334 
Property, plant and equipment, net of accumulated depreciation of $26,702 in 2019 and $26,213 in 2018  15,155   14,552 
Goodwill  3,308   3,308   3,308   3,308 
Other intangibles, net  465   465   465   465 
Marketable securities  10,177   5,221   -   4,699 
Deferred income taxes  5,481   5,278   3,427   3,325 
Other assets  9,197   8,766   10,795   9,931 
Total assets $101,092  $88,527  $110,794  $100,880 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
                
Accounts payable $8,278  $5,163  $12,417  $4,673 
Accrued expenses and other liabilities  13,625   12,239   15,496   13,494 
Total current liabilities  21,903   17,402   27,913   18,167 
Pension liabilities  6,466   5,614   8,073   7,045 
Other long-term liabilities  57   66   578   456 
Total liabilities  28,426   23,082   36,564   25,668 
Common stock  3,478   3,486   3,413   3,433 
Capital in excess of par value  -   - 
Retained earnings  71,281   64,141   73,382   73,954 
Accumulated other comprehensive loss  (2,093)  (2,182)  (2,565)  (2,175)
Total stockholders' equity  72,666   65,445   74,230   75,212 
Total liabilities and stockholders' equity $101,092  $88,527  $110,794  $100,880 

 

The accompanying notes are an integral part of these consolidated statements.

 

3

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2019 AND 20162018

(In thousands except per share data)

(Unaudited)

 

 Three months ended September 30,  Nine months ended September 30,  Three months ended March 31, 
 2017  2016  2017  2016  2019  2018 
              
Net sales $59,201  $55,361  $201,725  $184,092  $83,053  $77,536 
Cost of goods sold  45,740   43,593   157,071   145,828   64,354   59,885 
Gross profit  13,461   11,768   44,654   38,264   18,699   17,651 
Selling, general and administrative expenses  6,792   6,307   22,365   20,446   9,831   8,618 
Operating income  6,669   5,461   22,289   17,818   8,868   9,033 
Interest income  81   121   189   364   57   33 
Income before income taxes  6,750   5,582   22,478   18,182   8,925   9,066 
Income tax provision  2,186   1,298   6,534   5,159   1,456   1,457 
Net income $4,564  $4,284  $15,944  $13,023  $7,469  $7,609 
                        
Earnings per share                        
Basic $0.13  $0.11  $0.46  $0.34  $0.22  $0.22 
Diluted $0.13  $0.11  $0.46  $0.34  $0.22  $0.22 
                        
Dividends paid per share $0.07  $0.06  $0.21  $0.18  $0.12  $0.10 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2019 AND 2016
2018

(In thousands)

(Unaudited)

 

 Three months ended September 30,  Nine months ended September 30,  Three months ended March 31, 
 2017  2016  2017  2016  2019  2018 
              
Net income $4,564  $4,284  $15,944  $13,023  $7,469  $7,609 
                        
Other comprehensive income, net of taxes:                        
Pension adjustment  15   14   44   41   17   19 
Unrealized gain on securities, net of reclassification adjustments  9   (76)  45   39 
Unrealized gain on debt securities, net of reclassification adjustments  7   7 
                        
Comprehensive income $4,588  $4,222  $16,033  $13,103  $7,493  $7,635 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2019 AND 2018

(In thousands)

(Unaudited)

 

          Accumulated     Three months ended March 31, 2019 
      Capital in     Other              Accumulated    
 Common Stock Excess of Retained Comprehensive          Capital in     Other    
 Shares Amount Par Value Earnings Income (Loss) Total  Common Stock  Excess of Retained Comprehensive    
Balance, December 31, 2016  34,855  $3,486  $-  $64,141  $(2,182) $65,445 
 Shares Amount Par Value Earnings Income (Loss) Total 
Balance, December 31, 2018  34,328  $3,433  $-  $73,954  $(2,175) $75,212 
Adoption of accounting standard (Note 2)           414   (414)   
Stock issued for stock incentive plans, net  201   20   2,215         2,235   141   14   524         538 
Stock purchased and retired  (279)  (28)  (2,215)  (1,472)     (3,715)  (344)  (34)  (524)  (4,338)     (4,896)
Net income           15,944      15,944            7,469      7,469 
Pension adjustment, net of taxes              44   44               17   17 
Unrealized gain on securities, net of taxes and reclassification adjustment              45   45               7   7 
Dividends paid           (7,332)     (7,332)           (4,117)     (4,117)
Balance, September 30, 2017  34,777  $3,478  $-  $71,281  $(2,093) $72,666 
                        
Balance, March 31, 2019  34,125  $3,413  $-  $73,382  $(2,565) $74,230 

  Three months ended March 31, 2018 
              Accumulated    
        Capital in     Other    
  Common Stock  Excess of  Retained  Comprehensive    
  Shares  Amount  Par Value  Earnings  Income (Loss)  Total 
Balance, December 31, 2017  34,572  $3,457  $-  $68,127  $(1,980) $69,604 
Stock issued for stock incentive plans, net  194   20   496         516 
Stock purchased and retired  (200)  (20)  (496)  (2,419)     (2,935)
Net income           7,609      7,609 
Pension adjustment, net of taxes              19   19 
Unrealized gain on securities, net of taxes and reclassification adjustment              7   7 
Dividends paid           (3,465)     (3,465)
                         
Balance, March 31, 2018  34,566  $3,457  $-  $69,852  $(1,954) $71,355 

 

The accompanying notes are an integral part of these consolidated statements.

 

6

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2019 AND 20162018

(In thousands)

(Unaudited)

 

 Nine months ended September 30,  Three months ended March 31, 
 2017  2016  2019  2018 
OPERATING ACTIVITIES                
Net income $15,944  $13,023  $7,469  $7,609 
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization  1,119   1,022   505   417 
Gain on sale of equipment and property  (8)  (94)
Amortization of premium related to marketable securities  316   947 
(Accretion) of discount/amortization of premium related to marketable securities, net  (5)  87 
Stock-based compensation expense  2,235   2,142   538   516 
Excess tax benefits for share-based payments  -   (134)
Deferred income tax benefit  (252)  (352)
Deferred income tax (benefit)/provision  (109)  129 
(Increase) decrease in assets:                
Accounts receivable  (6,351)  (4,784)  (6,022)  (4,761)
Inventories  1,046   (5,060)  (1,054)  (6,034)
Prepaid expenses and other current assets  357   385   668   784 
Income taxes receivable  (966)  300   -   (406)
Other non-current assets  (431)  904   (651)  (2)
Increase (decrease) in liabilities:                
Accounts payable  3,115   5,098   7,744   7,636 
Accrued expenses and other liabilities  1,386   1,229   1,956   1,562 
Other long-term liabilities  911   (1,039)  1,005   (27)
Net cash provided by operating activities  18,421   13,587   12,044   7,510 
                
INVESTING ACTIVITIES                
Capital expenditures  (1,527)  (1,475)  (1,108)  (309)
Proceeds from sale of assets  8   79 
Purchases of marketable securities  (18,502)  (24,406)  (299)  (3,581)
Sales of marketable securities  13,010   5,482   7,530   4,675 
Maturities of marketable securities  1,070   11,642   448   350 
Net cash used for investing activities  (5,941)  (8,678)
Net cash provided by investing activities  6,571   1,135 
                
FINANCING ACTIVITIES                
Payment of dividends  (7,332)  (6,900)  (4,117)  (3,465)
Excess tax benefits for share-based payments  -   134 
Cash paid for common stock purchased and retired  (3,715)  (947)  (4,896)  (2,935)
Net cash used for financing activities  (11,047)  (7,713)  (9,013)  (6,400)
                
Net increase (decrease) in cash and cash equivalents  1,433   (2,804)
Net increase in cash and cash equivalents  9,602   2,245 
Cash and cash equivalents at beginning of period  2,619   7,986   8,745   7,684 
Cash and cash equivalents at end of period $4,052  $5,182  $18,347  $9,929 
                
Supplemental information:                
Income tax payments, net $7,466  $4,873  $1,446  $1,556 

 

The accompanying notes are an integral part of these consolidated statements.

 

7

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(Unaudited)

 

1.GENERAL

 

The accompanying unaudited condensedconsolidated financial statements include the accounts of Marine Products Corporation and its wholly-owned subsidiaries (“Marine Products” or the “Company”) and 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 accounting principles generally accepted in the United States of America 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, 2017March 31, 2019 are not necessarily indicative of the results tothat may be expected for the year ending December 31, 2017.2019.

 

The consolidated balance sheet at December 31, 20162018 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report of Marine Products Corporation (“Marine Products,” the “Company” or “MPC”) on Form 10-K for the year ended December 31, 2016.2018.

 

A group that includes the Company’s Chairman of the Board, R. Randall Rollins and his brother Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power.

 

2.RECENT ACCOUNTING PRONOUNCEMENTSSTANDARDS

Recently Adopted Accounting Standards:

·Accounting Standards Update (ASU) 2016-02, Leases (Topic 842).The Company adopted ASC 842, Leases and all the related amendments (“new lease standard”) on January 1, 2019 by recognizing on its balance sheet, a right-of-use asset and lease liabilities each totaling approximately $200 thousand, for all of its leases with terms greater than 12 months. The Company adopted the standard on January 1, 2019 using the optional transition method with no cumulative-effect adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards that were in effect for those periods. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations and consolidated statements of cash flows. See “Leases” in the Notes to Consolidated Financial Statements for expanded disclosures.

8

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

·ASU No. 2017-08 —Receivables —Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.The amendments shorten the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date. The amendments are to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company adopted the standard in the first quarter of 2019 and adoption did not have a material impact on its consolidated financial statements, since the Company changed its investment strategy in the first quarter of 2019 and no longer holds investments in callable debt securities.

·ASU No. 2018-02—Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.The amendments provide an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recorded. The Company adopted the standard in the first quarter of 2019 and elected to reclassify approximately $414 thousand of stranded tax effects related to its pension plan and unrealized gain on its available-for-sale debt securities from AOCI to retained earnings.

·ASU No. 2018-07 —Compensation —Stock Compensation (Topic 718) —Improvements to Nonemployee Share-Based Payment Accounting.The amendments expand the scope of ASU 718 to include share-based payments issued to nonemployees for goods or services, thereby substantially aligning the accounting for share-based payments to nonemployees and employees. The Company adopted these provisions in the first quarter of 2019 and the adoption did not have a material impact on its consolidated financial statements.

 

Recently AdoptedIssued Accounting Pronouncements:Standards Not Yet Adopted:

 

·     Accounting Standards Update (ASU) No. 2015-11,Inventory (Topic 330): Simplifying the Measurement of Inventory.To be adopted in 2020 and later:Current requirements are to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximated normal profit margin. These amendments allow inventory to be measured at lower of cost or net realizable value and eliminates the market requirement. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted these provisions in the first quarter of 2017 on a prospective basis. The adoption of these provisions did not have a material impact on the Company’s

·ASU No. 2016-13,Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments require the credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration to be presented as an allowance rather than a write-down. It also allows recording of credit loss reversals in current period net income. The amendments are effective starting in the first quarter of 2020 with early application permitted. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

9

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

·NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ASU No. 2016-09,(Unaudited)

·ASU No. 2017-04—Intangibles —Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for annual or any interim goodwill impairment tests beginning in 2020 applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

·ASU No. 2018-15 —Intangibles —Goodwill and Other —Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.The amendments reduce the complexity for the accounting for costs of implementing a cloud computing service arrangement and align the requirements for capitalizing implementation costs that are incurred in a hosting arrangement that is a service contract with the costs incurred to develop or obtain internal-use software. The provisions may be applied prospectively or retrospectively. The amendments are effective starting in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

3.NET SALES

Compensation —Stock Compensation (Topic 718): ImprovementsAccounting Policy:

MPC’s contract revenues are generated principally from selling: (1) fiberglass motorized boats and accessories and (2) parts to Employee Share-Based Payment Accounting.independent dealers. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. Satisfaction of contract terms occur with the transfer of title of our boats, accessories, and parts to our dealers. Net sale is measured as the amount of consideration we expect to receive in exchange for transferring the goods to the dealer. The amendments simplify several aspectsamount of consideration we expect to receive consists of the accountingsales price adjusted for share-based payment award transactions, requiring excess tax benefits and deficienciesdealer incentives. The expected costs associated with our base warranties continue to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits and deficiencieswhen the products are sold as they are deemed to be presentedassurance-type warranties (see Note 7). Incidental promotional items that are immaterial in the context of the contract are recognized as an operating activityexpense. Fees charged to customers for shipping and handling are included in net sales in the accompanying consolidated statements of operations and the related costs incurred by the Company are included in cost of goods sold.

Nature of goods:

MPC’s performance obligations within its contracts consists of: (1) boats and accessories and (2) parts. The Company transfers control and recognizes revenue on the statementsatisfaction of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for themits performance obligations (point in time) as they occur. The Company will continue to estimate expected forfeitures. The Company adopted these provisions in the first quarter of 2017 on a prospective basis.See Notes on Stock-Based Compensation and Income Taxes for the effect of adoption on the financial statements.follows:

·Boats and accessories (domestic sales) – upon delivery and acceptance by the dealer

·Boats and accessories (international sales) – upon delivery to shipping port

·Parts – upon shipment/delivery to carrier

 

810

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Recently Issued Accounting Pronouncements Not Yet Adopted:Payment terms:

To be adopted in 2018:

REVENUE RECOGNITION:

The Financial Accounting Standards Board and International Accounting Standards Board issued their converged standard on revenue recognition in May 2014. The standard provides a comprehensive, industry-neutral revenue recognition model intended to increase financial statement comparability across companies and industries and significantly reduce the complexity inherent in today's revenue recognition guidance. The various ASUs related toRevenue from Contracts with Customers (Topic 606) have been listed below:

·ASU No. 2014-09, the core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services using a five step process.

·ASU No. 2015-14, deferred the effective date of ASU 2014-09 for all entities by one year to the first quarter of 2018 with early application permitted.

·ASU No. 2016-08,Principal versus Agent Considerations (Reporting Revenue Gross versus Net).The amendments provide guidance on whether an entity is a principal or agent when providing services to a customer along with another party.

·ASU No. 2016-10, Identifying Performance Obligations and Licensing.The amendments clarify the earlier guidance on identifying performance obligations and licensing implementation.

·ASU No. 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting.This ASU rescinds certain SEC guidance related to issues that are currently codified under various topics.

·ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients.The amendments provide clarifying guidance on certain aspects of the five step process and practical expedients regarding the effect of modifications and status of completed contracts under legacy GAAP and disclosures related to the application of this guidance using the modified retrospective or retrospective transition method.

·ASU No. 2016-20,Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 and includes among others, loan guarantees, impairment testing of contract costs, performance obligations disclosures and accrual of advertising costs.

 

9

MARINE PRODUCTS CORPORATION AND SUBSIDIARIESFor most domestic customers, MPC manufactures and delivers boats and accessories and parts ahead of payment - i.e., MPC has fulfilled its performance obligations prior to submitting an invoice to the dealer. MPC invoices the customer when the products are delivered and receives the related compensation, typically within seven to ten business days after invoicing. For some domestic customers and all international customers, MPC requires payment prior to transferring control of the goods. These amounts are classified as deferred revenue and recognized when control has transferred, which generally occurs within three months of receiving the payment.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSWhen the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the goods have been delivered to the customer (satisfaction of the performance obligation) and the date cash consideration is received. Accordingly, there is no financing component to the Company’s arrangements with its customers.

(Unaudited)

Significant judgments:

 

Current Status of implementation:

The Company is currently analyzingDetermining the effect of the standardacross all of its revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. The Company currently recognizes revenue upon delivery of products and the assessment at this stage is that the Company does not expect the adoption of the new revenue recognition standard to have a material impact on its financial statements. As part of its preparation to adopt the standard, the Company established an initial project governance framework, selected a working group and hired a third party service provider to assist with the evaluation. The Company has completed a preliminary review of a representative sample of contracts with its customers and identified the variable consideration provisions of the new guidance as potentially having the most impact on the Company’s method of recognizing revenue. In the next phases of solution development and implementation, the Company will prepare technical accounting memorandums, draft new formal accounting policies, outline and refine required disclosures, identify new IT system requirements, as well asassess the need for additional contract reviews to ensure a representative sample of how the Company contracts with its customers has been chosen. The Company plans to adopt the standard in the first quarter of 2018 using the modified retrospective method by recognizing the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings.

OTHER PRONOUNCEMENTS:transaction price

 

·ASU No. 2016-01,Financial Instruments – Overall (Subtopic 825-10): RecognitionThe transaction price for MPC’s boats and Measurement of Financial Assets and Financial Liabilities.The amendments make targeted improvements to existing U.S. GAAP and affects accountingaccessories is the invoice price adjusted for equity investments and financial instruments and liabilities and related disclosures. The amendments are effective starting in the first quarter of 2018, with early adoption permitted for certain provisions.dealer incentives. The Company is currently evaluatingutilizes the impact of these provisions on its consolidated financial statements.expected value method to estimate the variable consideration related to dealer incentives. Key inputs and assumptions in determining variable consideration includes:

·Inputs: Current model year boat sales, total potential program incentive percentage, prior model year results of dealer incentive activity (i.e. incentive earned as a percentage of total incentive potential)

·Assumption: Current model year incentive activity will closely reflect prior model year actual results, adjusted as necessary for dealer purchasing trends or economic factors

Other:

 

·ASUNo. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. The amendments are effective starting in the first quarter of 2018Our contracts with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

·ASU No. 2016-16,Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.The amendments require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of the amendments are intellectual property and property, plant, and equipment. The amendmentsdealers do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accountingprovide them with a right of return. Accordingly, we do not have any obligations recorded for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The amendments are effective starting in the first quarter of 2018 with early adoption permitted. The amendments are required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.returns or refunds.

 

1011

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

·ASU No. 2017-01,Business Combinations (Topic 805)Disaggregation of revenues:

The following table disaggregates our sales by major source (in thousands): Clarifying

The following table disaggregates our revenues between domestic and international (in thousands):

  Three months ended 
(in thousands) March 31, 2019  March 31, 2018 
Boats and accessories $82,065  $76,655 
Parts  988   881 
Net sales $83,053  $77,536 

Timing of revenue recognition for each of the Definitionperiods presented is shown below:

  Three months ended 
(in thousands) March 31, 2019  March 31, 2018 
Products transferred at a point in time $83,053  $77,536 
Products transferred over time  -   - 
Net sales $83,053  $77,536 

Contract balances:

Amounts received from international and certain domestic dealers toward the purchase of a Business. The amendmentsboats are intended to help companiesclassified as deferred revenue and are included in Accrued expenses and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. They also provide more consistency in applyingliabilities on the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments are effective beginning in the first quarter of 2018 with early application permitted under certain circumstances. The Company expects to adopt these provisions as it completes future acquisitions and plans to evaluate the impact of adoption on its consolidated financial statements as acquisitions are completed.Consolidated Balance Sheets.

 

(in thousands) March 31,
2019
  December 31,
2018
  March 31,
2018
  December 31,
2017
 
Deferred revenue $612  $496  $1,315  $864 

·ASU No. 2017-09 —Compensation —Stock Compensation (Topic 718): Scope of Modification Accounting.The provisions are applicable when there are changes to the terms or conditions of a share-based payment award. The amendments require an entity to apply modification accounting for the effects of changes to the terms and conditions of a share-based payment award unless certain conditions including fair value, vesting conditions and classification are met. The amendments are effective beginning in the first quarter of 2018 with early application permitted under certain circumstances. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

To be adopted in 2019 and later:

·ASU No. 2016-02 —Leases (Topic 842).Under the new guidance, lessees will need to recognize a right-of-use asset and a lease liability for virtuallySubstantially all of their leases (other than leases that meet the definitionamounts of a short-term lease), atdeferred revenue disclosed above as of December 31, 2017 and December 31, 2018 were recognized as sales during the commencement of the lease term. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. The amendments in this standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.immediately following quarters, respectively, when control transferred.

·ASU No. 2016-13,Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.The amendments require the credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration should presented as an allowance rather than a write-down. It also allows recording of credit loss reversals in current period net income. The amendments are effective starting in the first quarter of 2020 with early application permitted a year earlier. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

1112

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

·ASU No. 2017-04—Intangibles —Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for annual or any interim goodwill impairment tests beginning in 2020 applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

·ASU No. 2017-08 —Receivables —Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.The amendments shorten the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date. However, the amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective starting in the first quarter of 2019 with early application permitted. The amendments are to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The entity is required to provide disclosures about a change in accounting principle in the period of adoption. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

3.4.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. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows:

 

  

Three months ended
September 30

  

Nine months ended
September 30

 
(In thousands) 2017  2016  2017  2016 
Net income available for stockholders: $4,564  $4,284  $15,944  $13,023 
Less: Adjustments for earnings attributable to participating securities  (136)  (134)  (498)  (421)
Net income used in calculating earnings per share $4,428  $4,150  $15,446  $12,602 
                 
Weighted average shares outstanding (including participating securities)  34,829   38,355   34,898   38,339 
Adjustment for participating securities  (1,056)  (1,201)  (1,101)  (1,263)
Shares used in calculating basic and diluted earnings per share  33,773   37,154   33,797   37,076 

12

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  

Three months ended

March 31,

 
(In thousands) 2019  2018 
Net income available for stockholders: $7,469  $7,609 
Less: Adjustments for earnings attributable to participating securities  (183)  (212)
Net income used in calculating earnings per share $7,286  $7,397 
         
Weighted average shares outstanding (including participating securities)  34,243   34,607 
Adjustment for participating securities  (872)  (986)
Shares used in calculating basic and diluted earnings per share  33,371   33,621 

 

4.5.STOCK-BASED COMPENSATION

 

The Company reserved 3,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of ten years expiring in April 2024. All future equity compensation awards by the Company will be issued under the 2014 plan. This plan provides for the issuance of various forms of stock incentives, including among others, incentive and non-qualified stock options and restricted shares. As of September 30, 2017,March 31, 2019, there were approximately 2,054,2001,730,900 shares available for grant.

13

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Stock-based compensation for the three and nine months ended September 30, 2017March 31, 2019 and 20162018 were as follows:

 

(in thousands) Three months ended
September 30,
  Nine months ended
September 30,
 
  2017  2016  2017  2016 
Pre – tax cost $874  $487  $2,235  $2,142 
After tax cost $563  $314  $1,441  $1,381 

Restricted Stock

(in thousands) Three months ended March 31, 
 ��2019  2018 
Pre – tax cost $538  $516 
After tax cost $420  $402 

 

The following is a summary of the changes in non-vested restricted shares for the ninethree months ended September 30, 2017:March 31, 2019:

 

 Shares  Weighted
Average
Grant-Date
Fair Value
  Shares  Weighted
Average
Grant-Date
Fair Value
 
Non-vested shares at December 31, 2016  1,200,900  $6.58 
Non-vested shares at December 31, 2018  947,710  $9.41 
Granted  202,400   13.39   141,600   17.21 
Vested  (344,250)  6.93   (248,770)  7.64 
Forfeited  (7,350)  8.62   (1,000)  5.90 
Non-vested shares at September 30, 2017  1,051,700   7.76 
Non-vested shares at March 31, 2019  839,540  $11.26 

 

The total fair value of shares vested was approximately $4,182,680$3,701,000 during the ninethree months ended September 30, 2017March 31, 2019 and $2,560,000approximately $4,121,000 during the ninethree months ended September 30, 2016. Excess tax benefits realized from tax compensation deductions in excess of compensation expense have been reflected as follows:March 31, 2018.

 

·Approximately$672,000 for the nine months ended September 30, 2017 has been recorded as a discrete income tax provision adjustment and classified within operating activities in the consolidated statements of cash flows; and

Other Information

As of March 31, 2019, total unrecognized compensation cost related to non-vested restricted shares was approximately $8,972,000. This cost is expected to be recognized over a weighted-average period of 2.7 years.

For the three months ended March 31, 2019, approximately $418,000 of excess tax benefit for stock-based compensation awards has been recorded as a discrete tax adjustment and classified within operating activities in the consolidated statements of cash flows compared to approximately $545,000 as of March 31, 2018.

 

1314

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

·Approximately$134,000 for the nine months ended September 30, 2016 were credited to capital in excess of par value and classified within financing activities as an inflow in addition to being disclosed as an outflow within operating activities in the consolidated statements of cash flows.

The change in classification beginning in the first quarter of 2017 resulted from the adoption of the amendments in ASU 2016-09.

Other Information

As of September 30, 2017, total unrecognized compensation cost related to non-vested restricted shares was approximately $6,906,000. This cost is expected to be recognized over a weighted-average period of 3.5 years.

5.6.MARKETABLE SECURITIES

 

During the first quarter of 2019, the Company changed its investment strategy and as of March 31, 2019, no longer held investments in marketable securities. The Company held investments in marketable securities for a short duration in the first quarter of 2019. During 2018, Marine Products’ marketable securities arewere held with a large, well-capitalized financial institution. Management determinesdetermined the appropriate classification of debt securities at the time of purchase and reevaluatesreevaluated such designations as of each balance sheet date. Debt securities arewere classified as available-for-sale because the Company doesdid not have the intent to hold the securities to maturity. Available-for-sale debt securities arewere 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 iswas 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 debt securities arehave been included in interest income.

 

The net realized gains (losses) and the reclassification of net realized gains (losses) from other comprehensive income are as follows:

 

  Three months ended  Nine months ended 
  September 30,  September 30, 
(in thousands) 2017  2016  2017  2016 
Net realized gain $26  $16  $38  $30 
Reclassification of net realized gains from other comprehensive income $26  $16  $38  $30 
  Three months ended
March 31,
 
(in thousands) 2019  2018 
Net realized gain (loss) $4  $(19)
Reclassification of net realized gains (losses) from other comprehensive income $4  $(19)

Gross unrealized gains (losses) on marketable securities are as follows:

  March 31, 2019  December 31, 2018 
  Gross unrealized  Gross unrealized 
(in thousands) Gains  (Losses)  Gains  (Losses) 
Municipal Obligations $-  $-  $2  $(2)
Corporate Obligations  -   -   1   (10)
  $-  $-  $3  $(12)

 

1415

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)

 

Gross unrealized gains (losses) on marketableThere were no available-for-sale debt securities are as follows:

  September 30, 2017  December 31, 2016 
  Gross unrealized  Gross unrealized 
(in thousands) Gains  (Losses)  Gains  (Losses) 
Municipal Obligations $24  $(3) $4  $(53)
Corporate Obligations  -   -   -   - 
  $24  $(3) $4  $(53)

of March 31, 2019. The amortized cost basis, fair value and net unrealized gains on the available-for-sale debt securities as of December 31, 2018 are as follows:

 

  September 30, 2017  December 31, 2016 
Type of Securities Amortized
 Cost Basis
  Fair
 Value
  Net
Unrealized
Gains
  Amortized
 Cost Basis
  Fair
Value
  Net
 Unrealized
Losses
 
(in thousands)                  
Municipal Obligations $13,485  $13,506  $21  $9,379  $9,330  $(49)
Corporate Obligations  -   -   -   -   -   - 
Total $13,485  $13,506  $21  $9,379  $9,330  $(49)

Municipal obligations consist primarily of municipal notes rated AA- or higher ranging in maturity from less than one year to over 20 years. 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. The Company’s non-current marketable securities are scheduled to mature between 2018 and 2047.

  December 31, 2018 
Type of Securities Amortized
Cost Basis
  Fair
Value
  Net
Unrealized
Losses
 
(in thousands)         
Municipal Obligations $1,490  $1,490  $- 
Corporate Obligations  6,184   6,175   (9)
Total $7,674  $7,665  $(9)

 

6.7.WARRANTY COSTS AND OTHER CONTINGENCIES

 

Warranty CostsCosts:

 

For our Chaparral and Robalo products, Marine Products provides a lifetime limited structural hull warranty a five-year limited structural deck warranty, and a transferable one-year limited warranty to the original owner. Chaparral also includes a five-year limited structural deck warranty. Warranties for additional items are provided for periods of one to five years and are not transferrable. Additionally, as it relates to the first subsequent owner, a five-year transferrable hull warranty and the remainder of the original one-year limited warranty on certain components are available. The five-year transferable hull warranty terminates five years after the date of the original retail purchase. Claim costs related to components are generally absorbed by the original component manufacturer.

 

15

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For our Robalo products, Marine Products provides a ten-year limited structural hull warranty and a transferable one-year limited warranty on certain components to the original owner. Warranties on additional items are provided for periods of one to five years and are not transferrable. Additionally, as it relates to the first subsequent owner, a five-year transferrable hull warranty and the remainder of the original one-year limited warranty on certain components are available. The five-year transferable hull warranty terminates five years after the date of the original retail purchase. Claim costs related to components are generally absorbed by the original component manufacturer.

The manufacturers of the engines, generators, and navigation electronics included on our boats provide and administer their own warranties for various lengths of time.

 

An analysis of the warranty accruals for the ninethree months ended September 30, 2017March 31, 2019 and 20162018 is as follows:

 

(in thousands) 2017  2016  2019  2018 
Balance at beginning of period $4,629  $3,405  $5,607  $5,373 
Less: Payments made during the period  (2,013)  (2,184)  (950)  (689)
Add: Warranty provision for the period  2,561   2,357   1,044   981 
Changes to warranty provision for prior periods  60   299   65   38 
Balance at September 30 $5,237  $3,877 
Balance at March 31 $5,766  $5,703 

16

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The warranty accruals are reflected in accrued expenses and other liabilities on the consolidated balance sheets.

 

Repurchase ObligationsObligations:

 

The Company is a party to various agreements with thirdfirst party lenders that provide floor plan financing to qualifying dealers whereby the Company guarantees varying amounts of debt on boats in dealer inventory. The Company’s obligation under these guarantees becomes effective in the case of a default under the financing arrangement between the dealer and the thirdfirst party lender. The agreements provide for the return of repossessed boats to the Company in new and unused condition subject to normal wear and tear as defined, in exchange for the Company’s assumption of specified percentages of the debt obligation on those boats, up to certain contractually determined dollar limits by the lenders. The Company had no material repurchases of inventory under contractual agreements during the three months ended September 30, 2017March 31, 2019 and September 30, 2016.March 31, 2018.

 

Management continues to monitor the risk of defaults and resulting repurchase obligations based in part on information provided by third-partyfirst-party floor plan lenders and will adjust the guarantee liability at the end of each reporting period based on information reasonably available at that time.

16

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The Company currently has an agreement with one of the floor plan lenders whereby the contractual repurchase limit is 16 percent of the amount of the average net receivables financed by the floor plan lender for our dealers during the prior 12 month period, which was $11.7$15.4 million as of September 30, 2017.March 31, 2019. The Company has contractual repurchase agreements with additional lenders with an aggregate maximum repurchase obligation of approximately $5.3$4.1 million with various expiration and cancellation terms of less than one year, for an aggregate repurchase obligation with all floor plan financing institutions of approximately $17.0$19.5 million as of September 30, 2017.March 31, 2019.

 

7.8.BUSINESS SEGMENT INFORMATION

 

The Company has only one reportable segment, its powerboat manufacturing business; therefore, the majority of segment-related disclosures 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.

��

17

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.9.INVENTORIES

 

Inventories consist of the following:

 

(in thousands) September 30,
2017
  December 31,
 2016
  March 31,
2019
  December 31,
2018
 
Raw materials and supplies $24,008  $26,106  $27,686  $26,874 
Work in process  7,950   9,007   10,640   10,671 
Finished goods  9,484   7,375   9,498   9,225 
Total inventories $41,442  $42,488  $47,824  $46,770 

 

9.10.INCOME TAXES

 

The Company determines its periodic income tax provision based upon the current period income and the annual estimated tax rate for the Company adjusted for discrete items including tax credits and changes 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.

 

17

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Income tax provision for the thirdfirst quarter of 20172019 reflects an effective tax rate of 32.416.3 percent, compared to an effective tax rate of 23.316.1 percent for the comparable period in the prior year. The slight increase in effective rate in the first quarter of 2019 is primarily due to investment gains as compared to investment losses in the same period in 2018. The effective rate in both periods includes the effect of beneficial permanent differences including tax-exempt interest income and favorable U.S. manufacturing deductions. The Company adopted the amendments of ASU 2016-09 in the first quarter of 2017 that requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This resulted in a detrimental discrete adjustment of $130 thousand to the provision for income taxes in the third quarter of 2017. The third quarter 2016 effective tax rate included certain beneficial discrete tax adjustments related to the implementation ofrestricted stock dividends and liabilities related to state tax planning strategies that provided for the increased use of previously suspended net operating losses.income taxes.

 

10.11.EMPLOYEE BENEFIT PLANS

 

The Company participates in a multiple employer pension plan. The following represents the net periodic benefit (credit) cost and related components for the plan:

 

(in thousands) Three months ended
March 31,
 
  2019  2018 
Interest cost $64  $63 
Expected return on plan assets  (117)  (125)
Amortization of net losses  22   20 
Net periodic benefit (credit) $(31) $(42)

(in thousands) 

Three months ended

September 30,

  Nine months ended
September 30,
 
  2017  2016  2017  2016 
Interest cost $66  $68  $198  $205 
Expected return on plan assets  (103)  (101)  (310)  (304)
Amortization of net losses  22   21   68   63 
Net periodic benefit $(15) $(12) $(44) $(36)
18

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The Company did not make a contribution to this plan during the ninethree months ended September 30, 2017.March 31, 2019.

 

The Company permits selected highly compensated employees to defer a portion of their compensation into a non-qualified Supplemental Executive Retirement Plan (“SERP”). The Company maintains certain securities in the SERP that have been classified as trading. The SERP assets are marked to marketstated at fair value and totaled $5,856,000approximately $6,119,000 as of September 30, 2017March 31, 2019 and $5,547,000$5,518,000 as of December 31, 2016.2018. The SERP assets are reported in other non-current assets on the consolidated balance sheets and changes to the fair value of the assets are reported in selling, general and administrative expenses in the consolidated statements of operations.

Trading gains related to the SERP assets totaled approximately $300,000$590,000 during the ninethree months ended September 30, 2017,March 31, 2019, compared to trading gainslosses of $105,000approximately $92,000 during the ninethree months ended September 30, 2016.

18

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)March 31, 2018.

 

11.12.FAIR VALUE MEASUREMENTS

 

The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:

 

1.          Level 1 – Quoted market prices in active markets for identical assets or liabilities.

2.          Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

3.          
1.Level 1 – Quoted market prices in active markets for identical assets or liabilities.
2.Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
3.Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

19

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

There were no available-for-sale dent securities as of March 31, 2019. The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis on the balance sheet as of September 30, 2017March 31, 2019 and December 31, 2016:

  Fair Value Measurements at September 30, 2017 with:    
(in thousands) Total  

 

Quoted prices in
active markets
for
identical assets

  Significant
other
observable
inputs
  Significant
unobservable
inputs
 
     (Level 1)  (Level 2)  (Level 3) 
Assets:            
Available-for-sale securities:                
Municipal Obligations $13,506  $  $13,506  $ 
Corporate Obligations            
  $13,506  $  $13,506  $ 
Investments measured at Net Asset Value - Trading securities $5,856             

  Fair Value Measurements at December 31, 2016 with:    
(in thousands) Total  

 

Quoted prices in
active markets
for
identical assets

  Significant
other
observable
inputs
  Significant
unobservable
inputs
 
     (Level 1)  (Level 2)  (Level 3) 
Assets:            
Available-for-sale securities:                
Municipal Obligations $9,330  $  $9,330  $ 
Corporate Obligations            
  $9,330  $  $9,330  $ 
Investments measured at Net Asset Value - Trading securities $5,547             

19

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES2018.

  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value Measurements at March 31, 2019 with:
 
(in thousands) Total 
   
Assets:    
Investments measured at Net Asset Value - Trading securities $6,119 

 

The Company determines the fair value of marketable securities classified as available-for-sale through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. Marketable securities classified as trading are comprised of the SERP assets, as described in Note 10, and are recorded primarily at their net cash surrender values, calculated using their net asset values, which approximates fair value, as provided by the issuing insurance company. Significant observable inputs, in addition to quoted market prices, were used to value the trading securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the period ended September 30, 2017, there were no significant transfers in or out of levels 1, 2 or 3.

  Fair Value Measurements at December 31, 2018 with:    
             
(in thousands) Total  Quoted prices in
active markets
for
identical assets
  Significant
other
observable
inputs
  Significant
unobservable
inputs
 
     (Level 1)  (Level 2)  (Level 3) 
Assets:                
Available-for-sale debt securities:                
Municipal Obligations $1,490  $  $1,490  $ 
Corporate Obligations  6,175      6,175    
  $7,665  $  $7,665  $ 
Investments measured at Net Asset Value - Trading securities $5,518             

 

The carrying amount of other financial instruments reported in the consolidated balance sheets for current assets and current liabilities approximate their fair values because of the short-term nature of these instruments. The Company currently does not use the fair value option to measure any of its existing financial instruments and has not determined whether or not it will elect this option for financial instruments it may acquire in the future.

 

12.13.ACCUMULATED OTHER COMPREHENSIVE LOSS

 

Accumulated other comprehensive loss consists of the following:

(in thousands) Pension
Adjustment
  Unrealized
Loss On
Securities
  Total 
Balance at December 31, 2018 $(2,178) $3  $(2,175)
Change during the period ended March 31, 2019:            
Before-tax amount   _  13   13 
Tax provision   _  (3)  (3)
Adoption of account standard (Note 2)  (404)  (10)  (414)
Reclassification adjustment, net of taxes            
Amortization of net loss(1)  17   -   17s
Net realized gain(2)  -   (3)  (3)
Total activity for the period  (387)  (3)  (390)
Balance at March 31, 2019 $(2,565) $-  $(2,565)

(in thousands) Pension  
Adjustment
  Unrealized  
Gain (Loss) On
Securities
  Total 
Balance at December 31, 2016 $(2,151) $(31) $(2,182)
Change during the period ended September 30, 2017:            
 Before-tax amount  _  108   108 
 Tax provision  _  (38)  (38)
 Reclassification adjustment, net of taxes            
 Amortization of net loss(1)  44   -   44 
 Net realized gain(2)  -   (25)  (25)
Total activity for the period  44   45   89 
Balance at September 30, 2017 $(2,107) $14  $(2,093)

(1)Reported as part of selling, general and administrative expenses.
(2)Reported as part of interest income.

 

20

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(in thousands) Pension  
Adjustment
  Unrealized  
Gain (Loss) On
Securities
  Total  Pension  
Adjustment
  Unrealized  
Gain On
Securities
  Total 
Balance at December 31, 2015 $(1,899) $(2) $(1,901)
Change during the period
ended September 30, 2016:
            
Balance at December 31, 2017 $(1,936) $(44) $(1,980)
Change during the period ended March 31, 2018:            
Before-tax amount  _  90   90   -  (10)  (10)
Tax provision  _  (32)  (32)  -  2   2 
Reclassification adjustment, net of taxes                        
Amortization of net loss(1)  41   -   41   19   -   19 
Net realized gain(2)  -   (19)  (19)
Net realized loss(2)  -   15   15 
Total activity for the period  41   39   80   19   7   26 
Balance at September 30, 2016 $(1,858) $37  $(1,821)
Balance at March 31, 2018 $(1,917) $(37) $(1,954)

(1)Reported as part of selling, general and administrative expenses.
(2)Reported as part of interest income.

 

13.14.LEASES

The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. Prior year financial statements have not been restated and therefore those amounts are not presented below. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed for a carry-forward of the historical lease classification. For leases with terms greater than 12 months, the Company has recorded the related Right-Of-Use asset and liability at the present value of lease payments over the term. Renewal options have been factored into the determination of lease payments when appropriate. There are no residual value guarantees on the existing leases. The Company estimates its incremental borrowing rate, at lease commencement, to determine the present value of lease payments, since most of the Company’s leases do not provide an implicit rate of return.

The Company’s lease population consists primarily of office equipment. The Company does not have any finance leases. The Company determines at contract inception, if an arrangement is a lease or contains a lease based on whether the Company obtains the right to control the use of specifically identifiable property, plant and equipment for a period of time in exchange for consideration. The Company has elected not to separate non-lease components from lease components for its leases. Variable lease payments are recognized as expense when incurred.

As of March 31, 2019, the Company had no operating leases that had not yet commenced.

21

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Lease position:

The table below presents the assets and liabilities related to operating leases recorded on the balance sheet:

(in thousands) 

Classification on the Consolidated

Balance Sheet

 March 31, 2019 
Assets:      
Operating lease right-of-use assets Other assets $193 
       
Liabilities:      
Current maturities of operating leases Accrued expenses and other liabilities $46 
Long-term operating lease liabilities Other long-term liabilities  145 
Total lease liabilities   $191 

Lease Costs:

The components of lease expense for the period are reported as follows:

(in thousands) Classification on the Consolidated
Statements of Operations
 Three months ended
March 31, 2019
 
Operating lease cost Selling, general and administrative expenses $13 
Short-term lease cost Selling, general and administrative expenses  1 
Total lease cost   $14 

Other information:

Cash paid for amounts included in the measurement of lease liabilities –operating leases (in thousands) $11 
Weighted average remaining lease term –operating leases  4.2years
Weighted average discount rate – operating leases  3.68%

Lease Commitments:

Future minimum lease payments at March 31, 2019 were as follows:

Maturity of lease liabilities
(in thousands)
 Operating Leases 
2019 (excluding the three months ended March 31, 2019) $41 
2020  52 
2021  52 
2022  52 
2023  10 
Thereafter  - 
Total lease payments  207 
Less: Amounts representing interest  (16)
Present value of lease liabilities $191 

15.SUBSEQUENT EVENT

 

On October 24, 2017,April 23, 2019, the Board of Directors approved a $0.07$0.12 per share cash dividend in addition to a special dividend of $0.05 per share both payable December 11, 2017June 10, 2019 to stockholders of record at the close of business NovemberMay 10, 2017.2019.

 

2122

 

  

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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. Many of these dealers finance their inventory through third-partyfirst-party floorplan lenders, who pay Marine Products generally within seven to tentwelve 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, 20162018 is incorporated herein by reference. There have been no significant changes in the strategies since year-end.

 

In implementingexecuting these strategies and attempting to optimize our financial returns, management closely monitors dealer orders and inventories, the production mix of various models, and indications of near term demand such as consumer confidence, interest rates, 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 historical and forecasted financial results, market share, unit sales of our products, average selling price per boat, and gross profit margins, among others, as indicators of the success of our strategies. Marine Products’Our 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.

 

Our net sales were higher during the thirdfirst quarter of 20172019 compared to the thirdfirst quarter of 20162018 primarily due to a 5.7 percent increase in the average selling price per boat as well as an increase in accessoriesaverage selling prices coupled with an increase in parts and accessory sales, partially offset by a decrease in unit sales.

 

Operating income increased 22.1decreased 1.8 percent during the thirdfirst quarter of 20172019 compared to the same period in the prior year primarily due to higher gross profit, partially offset by higher selling, general and administrative expenses.expenses, partially offset by higher gross profit. Selling, general and administrative expenses increased primarily due to costsexpenses that varyincrease with higher sales as well as higher research and profitability, such as incentive compensation.development expenses which support new product development. Dealer inventory in units as of September 30, 2017March 31, 2019 was lowerhigher than at the end of the secondfourth quarter of 2017 but2018 and slightly higher than at the end of the thirdfirst quarter of 2016 consistent with generally higher sales volume trends.2018.

 

2223

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

OUTLOOK

 

The discussion of the outlook for 20172019 is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.2018.

 

We believe that recreational boating retail demand in many segments of the industry is improving. Attendancewill remain stable during 2019. Positive factors influencing recreational boat demand include strong consumer confidence and sales during the 2017 wintera robust U.S. employment market, as well as a favorable financing environment for boat shows were moderately higher than the 2016 winter boat show season,dealers and consumers. These positive factors are offset by potential weakness in residential real estate markets, the negative impact of recent stock market fluctuations, and slightly higher interest rates. These weaknesses may have improved, and consumer confidence and fuel prices are stable. We also believe that there is improved demand from consumers who have delayed purchasing aimpacted attendance at the 2019 retail boat over the past few years due to economic uncertainty.shows, which was slightly lower in 2019 than in 2018.

 

Although industry wide retail boat sales remain lower than they were prior to the 2008 financial crisis, retail boat sales have increased each year since 2011. We believe that continued improvements in retail boat sales will be modest due to the lack of strong economic improvement, which tends to discourage consumers from purchasing large discretionary goods such as pleasure boats.2012. Fluctuations in fuel prices can impact our sales,industry, although they were relatively stable in 2018 and during 2016 and 2017 fuel prices decreased, andwe do not believe that they have declined to some of the lowest inflation-adjusted levels recorded during the past 10 years.recently impacted sales. In general, however, the overall cost of boat ownership has increased, especially in the sterndrive recreational boat market segment, which comprises approximately 4537 percent of the Company’s unit sales. The higher cost of boat ownership discourages consumers from purchasing recreational boats. For a number of years, Marine Products as well as other boat manufacturers have been improving their customer service capabilities, marketing strategies and sales promotions in order to attract more consumers to recreational boating as well as improve consumers’ boating experiences. The Company provides financial incentives to its dealers for receiving favorable customer satisfaction surveys. In addition, the recreational boating industry conducts a promotional program which involves advertising and consumer targeting efforts, as well as other activities designed to increase the potential consumer market for pleasure boats. Many manufacturers, including Marine Products, participate in this program. Management believes that these efforts have incrementally benefited the industry and Marine Products. As in past years, Marine Products enhanced its selection of models for the 20182019 model year which began on July 1, 2017.2018. We continue to emphasize the value-priced Chaparral and Robalo models, as well as the Surf Series a new line of Chaparral models, first introduced for the 2017 model year.our larger Chaparral SSX models, and our larger Robalo models. In addition, we are experiencing a favorable consumer reception togenerated our new for 2017 Chaparral H2O outboard boats.first sales of Chaparral’s 300 OSX Bowriders. We believe that these boat models will expand our customer base, and leverage our strong dealer network and reputation for quality and styling. During 2017 we expanded our nationally advertised fixed retail pricing to include more of our models. We plan to continue to develop and produce additional new products for subsequent model years. Marine Products expects to benefit from the Tax Cuts and Jobs Act (“Tax Reform”) enacted during the fourth quarter of 2017. Marine Products estimates that its annual effective tax rate for 2019 will be in the low 20 percent range. Since Marine Products believes that it will generate continued positive financial results, the Company believes that it will benefit from this lower tax rate through increased earnings in 2019.

 

Our financial results for the full year of 20172019 will depend on a number of factors, including interest rates, consumer confidence, the availability of credit to our dealers and consumers, fuel costs, the continued acceptance of our new products in the recreational boating market, our ability to compete in the competitive pleasure boating industry, and the costsavailability of labor and certain costs of our raw materials and key components.

 

2324

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

RESULTS OF OPERATIONS

 

Key operating and financial statistics for the three and nine months ended September 30, 2017March 31, 2019 and 20162018 are as follows:

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

  Three months ended
March 31,
 
 2017  2016  2017  2016  2019  2018 
Total number of boats sold  1,150   1,152   4,033   3,830   1,382   1,483 
Average gross selling price per boat(in thousands) $44.4  $42.0  $43.6  $42.5  $52.6  $45.8 
Net sales(in thousands) $59,201  $55,361  $201,725  $184,092  $83,053  $77,536 
Percentage of cost of goods sold to net sales  77.3%  78.7%  77.9%  79.2%  77.5%  77.2%
Gross profit margin percent  22.7%  21.3%  22.1%  20.8%  22.5%  22.8%
Percentage of selling, general and administrative expenses to net sales  11.5%  11.4%  11.1%  11.1%  11.8%  11.1%
Operating income(in thousands) $6,669  $5,461  $22,289  $17,818  $8,868  $9,033 
Warranty expense(in thousands) $764  $1,280  $2,621  $2,656  $1,109  $1,019 

 

THREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2019 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2016MARCH 31, 2018

 

Net sales for the three months ended September 30, 2017March 31, 2019 increased $3.8$5.5 million or 6.97.1 percent compared to the comparablesame period in 2016.2018. The change in net sales during the quarter compared to the prior year was due primarily to a 5.714.8 percent increase in the average selling price per boat partially offset by 0.2a 6.8 percent decrease in the number of units sold. The increase in the average selling price per boat is primarily due to a model mix which included larger boats, such as our new 300 OSX Bowrider, as well as several of our larger Robalo models. The decrease in unit sales was primarily due to continued weaknessa decrease in industry wide sterndrive sales, partially offset by higher Robalo unit sales during the quarter as compared to the prior year, as well as increased unit sales of our Chaparral H2Osmaller boats. In the thirdfirst quarter of 2017, domestic2019, net sales outside of the United States accounted for 93.97.4 percent of net sales compared to 91.57.7 percent of net sales in the thirdfirst quarter of 2016.2018. International sales remain low primarily due to the recently imposed tariffs on boat imports by Canada, Mexico and the European Union, coupled with the strong U.S. dollar. Domestic net sales increased 9.77.5 percent to $55.6$76.9 million and international sales increased 2.1 percent to $6.1 million compared to the thirdfirst quarter of the prior year, while international net sales decreased 23.3 percent to $3.6 million.year.

 

Cost of goods sold for the three months ended September 30, 2017March 31, 2019 was $45.7$64.4 million compared to $43.6$59.9 million for the comparable period in 2016,2018, an increase of $2.1$4.5 million or 4.97.5 percent. Cost of goods sold decreasedincreased slightly to 77.377.5 percent of net sales for the three months ended September 30, 2017March 31, 2019 from 78.777.2 percent of net sales for the comparable period in 2016,2018, primarily due to the increase in average selling prices and improved manufacturing efficiencies.increased labor cost, partially offset by a favorable model mix.

25

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

Selling, general and administrative expenses for the three months ended September 30, 2017March 31, 2019 were $6.8$9.8 million compared to $6.3$8.6 million for the comparable period in 2016,2018, an increase of $0.5$1.2 million or 7.714.1 percent. This increase was primarily due to costsexpenses that vary withincrease due to higher sales, as well as higher research and profitability, such as incentive compensation.development expenses. Selling, general and administrative expenses as a percentage of net sales increased slightly to 11.511.8 percent in the thirdfirst quarter of 20172019 from 11.411.1 percent in the thirdfirst quarter of 2016.2018 primarily due to the increased research and development expenses to support new product development.

24

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

Operating income for the three months ended September 30, 2017 increased $1.2March 31, 2019 decreased $0.2 million or 22.11.8 percent compared to the comparablesame period in 20162018 primarily due to higher gross profit, partially offset by higheran increase in selling, general and administrative expenses.expenses partially offset by an increase in gross profit.

 

Interest income was $81 thousand duringfor the three months ended September 30, 2017March 31, 2019 increased $24 or 72.7 percent compared to $121 thousand for the comparable period in 2016. This decrease wasprior year primarily due to a decrease in the average balance of our marketable securities portfolio primarily due to the liquidation of marketable securities to fund a portion of a tender offer for the Company’s common shares completed in the fourth quarter of 2016.higher return.

 

Income tax provisionfor the three months ended September 30, 2017 was $2.2 million compared to $1.3 million for the comparable period in 2016. Income tax provision for the thirdfirst quarter of 20172019 reflects an effective tax rate of 32.416.3 percent, compared to an effective tax rate of 23.316.1 percent for the comparable period in the prior year. The slight increase in effective rate in the first quarter of 2019 is primarily due to investment gains as compared to investment losses in the same period in 2018. The effective rate in both periods includes the effect of beneficial permanent differences including tax-exempt interestdiscrete adjustments related to restricted stock dividends and liabilities related to state income and favorable U.S. manufacturing deductions. The Company adopted the amendments of ASU 2016-09 in the first quarter of 2017 that requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This resulted in a detrimental discrete adjustment of $130 thousand to the provision for income taxes in the third quarter of 2017. The third quarter 2016 effective tax rate included certain beneficial permanent income tax differences generated from the implementation of state tax planning strategies that provided for the increased use of previously suspended net operating losses.taxes.

 

NINE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2016

Net sales for the nine months ended September 30, 2017 increased $17.6 million or 9.6 percent compared to the comparable period in 2016. The change in net sales during the first nine months of 2017 compared to the prior year was due primarily to a 5.3 percent increase in the number of units sold, coupled with a 2.6 percent increase in the average selling price per boat. The increase in unit sales was due to higher Robalo unit sales during the period as compared to the prior year, as well as increased unit sales of our Chaparral H2O boats, partially offset by decreases in sales of our SunCoast outboards and Vortex jet boats. In the first nine months of 2017, domestic sales accounted for 93.8 percent of net sales compared to 90.2 percent of net sales in the comparable period of 2016. Domestic net sales increased 13.9 percent to $189.2 million compared to the prior year, while international net sales decreased 30.4 percent to $12.5 million.

Cost of goods sold for the nine months ended September 30, 2017 was $157.1 million compared to $145.8 million for the comparable period in 2016, an increase of $11.3 million or 7.7 percent. Cost of goods sold decreased to 77.9 percent of net sales for the nine months ended September 30, 2017 from 79.2 percent of net sales for the comparable period in 2016, primarily due to production efficiencies.

25

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

Selling, general and administrative expenses for the nine months ended September 30, 2017 were $22.4 million compared to $20.4 million for the comparable period in 2016, an increase of $2.0 million or 9.4 percent. This increase was due primarily to expenses that vary with sales and profitability, such as sales commissions, coupled with one-time costs associated with the retirement of an officer and director. Selling, general and administrative expenses as a percentage of net sales were 11.1 percent in both the third quarter of 2017 and the third quarter of 2016.

Operating income for the nine months ended September 30, 2017 increased $4.5 million or 25.1 percent compared to the comparable period in 2016 due to higher gross profit, partially offset by higher selling, general and administrative expenses.

Interest income was $189 thousand during the nine months ended September 30, 2017 compared to $364 thousand for the comparable period in 2016. This decrease was primarily due to a decrease in the average balance of our marketable securities portfolio primarily due to the liquidation of marketable securities to fund a portion of a tender offer for the Company’s common shares completed in the fourth quarter of 2016.

Income tax provisionfor the nine months ended September 30, 2017 was $6.5 million compared to $5.2 million for the comparable period in 2016. Income tax provision for the first nine months of 2017 reflects an effective tax rate of 29.1 percent, compared to an effective tax rate of 28.4 percent for the comparable period in the prior year. The effective rate in both periods includes the effect of beneficial permanent income tax differences including tax-exempt interest income and favorable U.S. manufacturing deductions. The Company adopted the provisions of ASU 2016-09 in the first quarter of 2017 that requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This resulted in a beneficial discrete tax adjustment of approximately $672 thousand to the provision for income taxes in the first nine months of 2017. The 2016 effective tax rate reflects certain beneficial discrete differences generated from life insurance proceeds and state tax planning strategies.

26

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows

 

The Company’s cash and cash equivalents at September 30, 2017March 31, 2019 were $4.1$18.3 million compared to $8.7 million at December 31, 2018. The increase in cash and thecash equivalents is due to a change in investment strategy to no longer hold investments in marketable securities. The aggregate of short-term and long-term marketable securities was $13.5 million.$7.7 million at December 31, 2018.

 

The following table sets forth the cash flows for the applicable periods:

 

 Nine months ended September 30,  Three months ended March 31, 
(in thousands) 2017  2016  2019  2018 
          
Net cash provided by operating activities $18,421  $13,587  $12,044  $7,510 
Net cash used for investing activities  (5,941)  (8,678)
Net cash provided by investing activities  6,571   1,135 
Net cash used for financing activities $(11,047) $(7,713) $(9,013) $(6,400)

 

Cash provided by operating activities for the ninethree months ended September 30, 2017March 31, 2019 increased approximately $4.8$4.5 million compared to the comparable period in 2016.2018. This increase is primarily due to an increase in net income, coupled with a favorable change in working capital. capital, as described in more detail below, partially offset by a slight decrease in net income.

26

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

The major components of the net favorable change in working capital were as follows: a favorable change of $6.1$5.0 million in inventories primarily due to the timing of shipments of finished boats; a $1.0 million favorable change of $2.0 million in other long-term liabilities due primarily to employee deferrals into the supplemental retirement plan; an unfavorable charge of $1.6 million in accounts receivable, due primarily to timing of receipts;liabilities; and a $2.0$1.3 million unfavorable change in accounts payable,receivable, primarily due primarily to timing of payments.receipts.

 

Cash used forprovided by investing activities for the ninethree months ended September 30, 2017March 31, 2019 was approximately $5.9$6.6 million compared to $8.7$1.1 million used forprovided by investing activities for the same period in 2016.2018. The decreaseincrease in cash used forprovided by investing activities is primarily due to increased proceeds generated fromnet sales of marketable securities in the current year.period, partially offset by an increase in capital expenditures.

 

Cash used for financing activities for the ninethree months ended September 30, 2017March 31, 2019 increased approximately $3.3$2.6 million compared to the ninethree months ended September 30, 2016March 31, 2018 primarily due to an increase in open market share repurchases in 2019 coupled with ana 20 percent increase in the value of shares repurchased to fund the taxes related to vesting of restricted shares and increased dividends.quarterly common stock cash dividend 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 generated by operations will provide sufficient capital to meet the Company’s requirements for at least the next twelve months. 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.

27

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

Cash Requirements

 

The Company currently expects that capital expenditures during 20172019 will be approximately $2.3$2.7 million, of which $1.5$1.1 million has been spent through September 30, 2017.March 31, 2019.

 

The Company participates in a multiple employer Retirement Income Plan, sponsored by RPC, Inc. (“RPC”). The Company did not make a cash contribution to this plan duringin the first nine monthsquarter of 20172019, and does not expect to make any additional contributions for the remainder of 2017.2019.

 

As of September 30, 2017,March 31, 2019, the Company has repurchased a total of 5,543,4726,341,888 shares in the open market under the Company stock repurchase program, and therewhich began in 2002. There are 2,706,5281,908,112 shares that remain available for repurchase under the current authorization. There were 152,202263,805 shares repurchased under this program during the ninethree months ended September 30, 2017.

On October 24, 2017, the Board of Directors declared a $0.07 per share cash dividend in addition to a special dividend of $0.05 per share both payable December 11, 2017 to stockholders of record at the close of business November 10, 2017. 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.

For our Chaparral products, Marine Products provides a lifetime limited structural hull warranty, a five-year limited structural deck warranty, and a transferable one-year limited warranty on certain components to the original owner. Warranties for additional items are provided for periods of one to five years and are not transferrable. Additionally, as it relates to the first subsequent owner, a five-year transferrable hull warranty and the remainder of the original one-year limited warranty on certain components are available. The five-year transferable hull warranty terminates five years after the date of the original retail purchase. Claim costs related to components are generally absorbed by the original component manufacturer.

For our Robalo products, Marine Products provides a ten-year limited structural hull warranty and a transferable one-year limited warranty on certain components to the original owner. Warranties on additional items are provided for periods of one to five years and are not transferrable. Additionally, as it relates to the first subsequent owner, a five-year transferrable hull warranty and the remainder of the original one-year limited warranty on certain components are available. The five-year transferable hull warranty terminates five years after the date of the original retail purchase. Claim costs related to components are generally absorbed by the original component manufacturer.

28

MARINE PRODUCTS CORPORATION AND SUBSIDIARIESMarch 31, 2019.

 

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 third-partyfirst-party floor plan lenders whereby the Company guarantees varying amounts of debt for qualifying dealers on boats in inventory. The Company’s obligation under these guarantees becomes effective in the case of a default under the financing arrangement between the dealer and the third-partyfirst-party lender. The agreements provide for the return of all repossessed boats to the Company in a new and unused condition as defined, in exchange for the Company’s assumption of specified percentages of the debt obligation on those boats, up to certain contractually determined dollar limits which vary by lender. The Company had no material repurchases of inventory under contractual agreements during the ninethree months ended September 30, 2017March 31, 2019 and September 30, 2016.March 31, 2018.

27

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

Management continues to monitor the risk of defaults and resulting repurchase obligations based in part on information provided by the third-partyfirst-party floor plan lenders and will adjust the guarantee liability at the end of each reporting period based on information reasonably available at that time.

 

The Company currently has an agreement with one of the floor plan lenders whereby the contractual repurchase limit is 16 percent of the amount of the average net receivables financed by the floor plan lender for our dealers during the prior 12 month period, which was $11.7$15.4 million as of September 30, 2017.March 31, 2019. The Company has contractual repurchase agreements with additional lenders with an aggregate maximum repurchase obligation of approximately $5.3$19.5 million with various expiration and cancellation terms of less than one year, for an aggregate repurchase obligation with all financing institutions of approximately $17.0$4.1 million as of September 30, 2017.March 31, 2019.

 

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. RPC charged the Company for its allocable share of administrative costs incurred for services rendered on behalf of Marine Products totaling approximately $630$219 thousand for the ninethree months ended September 30, 2017March 31, 2019 and $559approximately $241 thousand for the ninethree months ended September 30, 2016.March 31, 2018.

 

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, 2016.2018. There have been no significant changes in the critical accounting policies since year-end.

29

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

 

See Note 2 of the Consolidated Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and expected effects on results of operations and financial condition, if known.

 

SEASONALITY

 

Marine Products’ quarterly operating results are affected by weather and general economic conditions. Quarterly operating results for the second quarter have historically recorded the highest sales volume for the year because this corresponds with the highest retail sales volume period. The results for any quarter are not necessarily indicative of results to be expected in any future period.

 

28

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

INFLATION

 

The market prices of certain materials used in manufacturing the Company’s products, especially resins that are made with hydrocarbon feedstocks, copper and steel, have at certain periods been volatile in the years following the financial crisis of 2008.volatile. During the fourth quarter of 2016 and the first three quarters of 2017,2018, the costs of several of these raw materials have increased.increased slightly. In addition, the cost of certain components used in the manufacturing of the Company’s products has increased due to high demand and limited supplier capacity. As a result, it is possible the Company will incur higher materials purchase costs for the remainder of 2017.2019. These higher prices of materials would increase the costs of manufacturing the Company’s products, and could negatively affect our profit margins, due to the competitive nature of the selling environment for recreational boats. Furthermore, the costs of these raw materials remain volatile, and may decrease in the future.

 

New boat buyers typically finance their purchases. Higher inflation typically results in higher interest rates that could translate into an increased cost of boat ownership. Should higherDuring 2018, inflation in the general economy began to increase, and increasedgeneral market interest rates occur,have increased as well. If these trends continue during 2019, prospective buyers may choose to forego or delay their purchases or buy a less expensive boat in the event that interest rates rise or credit is not available to finance their boat purchases.

 

30

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this report that are not historical facts are “forward-looking statements” under 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 financial statements; the Company’s estimate for warranty accruals; our belief that recreational boating retail demand in many segments of the industry is improving;will remain stable in 2019; our belief that there is improved demand from consumers whofluctuations in fuel prices have delayed purchasing a boat over the past few years due to economic uncertainty;not recently impacted sales; our belief that improvements in retail boat sales will be modest due to the lack of economic improvement; the Company’s belief that the recreational boating industryindustry’s promotional program has incrementally benefited the industry and Marine Products; our plans to continue to emphasize the value-pricedSurf Series line of Chaparral boats, our larger SSX models and our larger Robalo models as well as the Surf Series; the Company’sand our belief that its newerthese boat models will expand itsthe our customer base and leverage itsour strong dealer network and reputation for quality and styling; our plans to continue to develop and produce additional new products for subsequent model years; our belief that the Company’sannual effective tax rate will be in the low 20 percent range; our belief that we will generate continued positive financial results and that we will benefit from the lower tax rate through increased earnings in 2019; our belief that its liquidity, capitalization and cash expected to be generated from operations, will provide sufficient capital to meet the Company’sour requirements for at least the next twelve months; the Company’sour expectations about capital expenditures during 2017; the Company’s2019; our expectation about contributions to its pension plan in 2017; the Company’s belief about the amount2019; and timing of inventory repurchases; the Company’sour belief that it is possible that itthe outcome of any litigation, arising from time to time in the ordinary course of our business, will incur highernot have a material purchase costs during the remainder of 2017; the Company’s belief that these higher costs could negatively affect its profit margins; the Company’s expectation regarding market risk of its investment portfolio; and the Company’s expectations about theadverse effect of litigation on the Company’s financial position or results of operations.operations of Marine Products.

29

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

The words “may,” “should,” “will,” “expect,” “believe,” “anticipate,” “intend,” “plan,” “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: economic conditions, unavailability of credit and possible decreases in the level of consumer confidence impacting discretionary spending,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,inventory; our ability to insulate financial results against increasing commodity prices,prices; the impact of rising gasoline prices and a weak housing market on consumer demand for our products,products; competition from other boat manufacturers and dealers,dealers; potential liabilities for personal injury or property damage claims relating to the use of our products; our ability to successfully identify suitable acquisition candidates or strategic partners, obtain financing on satisfactory terms, complete acquisitions or strategic alliances, integrate acquired operations into our existing operations, or expand into new markets; changes in various government laws and insurance companiesregulations, including environmental regulations and recent U.S. Government action concerning tariffs on goods; the possibility of retaliatory tariffs imposed on the export of our products to countries on which the U.S. has imposed tariffs; the higher prices of materials, such as hydrocarbon feedstocks, copper, and steel, would increase the costs of manufacturing our products, and could negatively affect our profit margins; higher inflation, which typically results in higher interest rates that insurecould translate into an increased cost of boat ownership and prospective buyers may choose to forego or delay boat purchases; and the existence of certain anti-takeover provisions in our governance documents, which could make a number oftender offer, change in control or takeover attempt that is opposed by Marine Products’ marketable securities have been downgraded, which may cause volatility in the market priceBoard of Marine Products’ marketable securities.Directors more difficult or expensive. Additional discussion of factors that could cause actual results to differ 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, 2016.2018. The Company does not undertake to update its forward-looking statements. 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, 2018. The Company does not undertake to update its forward-looking statements.

31

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company’s investment portfolio as of September 30, 2017, totaling approximately $13.5 million and comprised primarily of municipal and corporate debt securities, is subject to interest rate risk exposure. This risk is managed through conservative policies to invest in high-quality obligationsITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marine Products does not hold derivative financial instruments that are both short-term and long-term in nature. Because Marine Products’ investment portfolio mix has been allocated towards securities with similar term maturities compared to the end of fiscal year 2016, the risk of material market value fluctuations is not expected to be significantly different from the end of fiscal year 2016 andcould expose the Company currently expects no such changes through the remainder of the current year.to significant market risk.

 

30

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

ITEM 4.CONTROLS AND PROCEDURES

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, 2017March 31, 2019 (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. 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.

 

Changes in internal control over financial reporting – Management’s evaluation of changes in internal control did not identify any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

3231

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

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

 

SeeTrade restrictions could adversely affect international sales.

The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the risk factors describedfuture state of the global economy. For example, retaliatory tariffs have recently been imposed on U.S. manufactured products by countries such as Canada and Mexico and countries in the Company’s annual reportEuropean Union in response to U.S. tariffs on Form 10-K for the year ended December 31, 2016.imported steel and aluminum from these countries. These and other potential tariffs could weaken international sales. We expect these and other tariffs to impact material costs in future quarters, which could require us to modify our current business practices and could have a material adverse effect on our financial statements in any particular reporting period.

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

 

Shares repurchased by the Company and affiliated purchases in the thirdfirst quarter of 20172019 are outlined below.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, 2017 to July 31, 2017  16,000  $14.49   16,000   2,790,933 
                 
Month #2                
August 1, 2017 to August 31, 2017  64,864   14.62   64,864   2,726,069 
                 
Month #3                
September 1, 2017 to September 30, 2017  19,541   14.80   19,541   2,706,528 
Totals  100,405  $14.63   100,405   2,706,528 

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                
January 1, 2019 to January 31, 2019  116,076  $14.76   35,968   2,135,949 
                 
Month #2                
February 1, 2019 to February 28, 2019  159,074   13.99   159,074   1,976,875 
                 
Month #3                
March 1, 2019 to March 31, 2019  68,763   13.91   68,763   1,908,112 
Totals  343,913  $14.24   263,805   1,908,112 

 

(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 March 14, 2005 authorizing the repurchase of an additional 3,000,000 shares.  On January 22, 2008 the Board of Directors authorized an additional 3,000,000 shares that the Company may repurchase.  As of September 30, 2017,March 31, 2019, a total of 5,543,4726,341,888 shares have been repurchased in the open market under this program and there are 2,706,5281,908,112 shares that remain available under this authorization for repurchase.  TheUnder this program which does not have a predetermined expiration date.

 

33

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not Applicable

 

ITEM 5.OTHER INFORMATION

 

None.

 

3432

 

 

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

 

ITEM 6.Exhibits

 Exhibit NumberDescription 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 December 8, 2000)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).
   
 3.2Amended and Restated 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 July 31, 2015).
   
 4Restated Form of Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10 filed on December 8, 2000)February 13, 2001).
   
 31.1Section 302 certification for Chief Executive Officer
   
 31.2Section 302 certification for Chief Financial Officer
   
 32.1Section 906 certifications for Chief Executive Officer and Chief Financial Officer
   
 101.INSXBRL Instance Document
   
 101.SCHXBRL Taxonomy Extension Schema Document
   
 101.CALXBRL Taxonomy Extension Calculation Linkbase Document
   
 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document
   
 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document
   
 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

3533

 

 

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, 2017May 2, 2019Richard A. Hubbell
 President and Chief Executive Officer
 (Principal Executive Officer)
  
 /s/ Ben M. Palmer
Date: October 31, 2017May 2, 2019Ben M. Palmer
 Vice President, Chief Financial Officer and TreasurerCorporate Secretary
 (Principal Financial and Accounting Officer)

 

3634