10-Q - MPX - Equibles

Table of Contents

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, 2021

Commission File No. 1-16263

MARINE PRODUCTS CORPORATION

(exact name of registrant as specified in its charter)

Delaware	58-2572419
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2801 Buford Highway , Suite 300 , 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 Symbol(s)	Name of each exchange on which registered:
Common stock, par value $0.10	MPX	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. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ⌧ No ☐

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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	⌧
Non-accelerated filer	☐	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 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 ☐ No ⌧

As of October 22, 2021, Marine Products Corporation had 33,992,054 shares of common stock outstanding.

Table of Contents Marine Products Corporation

		Page No.
Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – As of September 30, 2021 and December 31, 2020	3

	Consolidated Statements of Operations – for the three and nine months ended September 30, 2021 and 2020	4

	Consolidated Statements of Comprehensive Income – for the three and nine months ended September 30, 2021 and 2020	5

	Consolidated Statements of Stockholders’ Equity – for the nine months ended September 30, 2021 and 2020	6

	Consolidated Statements of Cash Flows – for the nine months ended September 30, 2021 and 2020	8

	Notes to Consolidated Financial Statements	9 - 16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 - 23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II. Other Information

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

Signatures		27

Table of Contents MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

(In thousands)

(Unaudited)


	****	September 30,		December 31,
	****	2021		2020
ASSETS				(Note 1)
Cash and cash equivalents		$	9,630	$	31,573
Accounts receivable, net of allowance for doubtful accounts of $12 in 2021 and $16 in 2020		****	10,229		4,706
Inventories		****	76,747		42,310
Income taxes receivable		****	482		—
Prepaid expenses and other current assets		****	2,494		1,947
Total current assets		****	99,582		80,536
Property, plant and equipment, net of accumulated depreciation of $31,408 in 2021 and $30,066 in 2020		****	14,313		14,938
Goodwill		****	3,308		3,308
Other intangibles, net		****	465		465
Deferred income taxes		****	4,430		4,075
Other assets		****	17,694		16,100
Total assets		$	139,792	$	119,422

LIABILITIES AND STOCKHOLDERS’ EQUITY		****	****
Accounts payable		$	14,168	$	6,079
Accrued expenses and other liabilities			15,647		15,583
Total current liabilities			29,815		21,662
Pension liabilities			15,070		12,524
Other long-term liabilities			674		717
Total liabilities		****	45,559		34,903
Common stock			3,399		3,387
Capital in excess of par value			—		—
Retained earnings			92,739		83,079
Accumulated other comprehensive loss			(1,905)		(1,947)
Total stockholders’ equity			94,233		84,519
Total liabilities and stockholders’ equity		$	139,792	$	119,422

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

Table of Contents MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands except per share data)

(Unaudited)


	****	Three months ended September 30,				Nine months ended September 30,
	****	2021		2020		2021		2020
Net sales		$	75,843	$	68,778	$	221,477	$	168,715
Cost of goods sold		****	59,799		52,542	****	172,363		132,541
Gross profit		****	16,044		16,236	****	49,114		36,174
Selling, general and administrative expenses		****	7,701		7,886	****	23,383		20,896
Operating income		****	8,343		8,350	****	25,731		15,278
Interest income		****	4		10	****	22		86
Income before income taxes		****	8,347		8,360	****	25,753		15,364
Income tax provision		****	1,660		1,825	****	5,175		2,914
Net income		$	6,687	$	6,535	$	20,578	$	12,450
Earnings per share		****	****			****	****
Basic		$	0.20	$	0.19	$	0.61	$	0.37
Diluted		$	0.20	$	0.19	$	0.61	$	0.37
Dividends paid per share		$	0.12	$	0.08	$	0.34	$	0.28

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

Table of Contents MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands)

(Unaudited)


		Three months ended September 30,				Nine months ended September 30,
	****	2021		2020		2021		2020
Net income		$	6,687	$	6,535	$	20,578	$	12,450
Other comprehensive income, net of taxes:			****				****
Pension adjustment		****	14		19	****	42		157
Comprehensive income		$	6,701	$	6,554	$	20,620	$	12,607

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

Table of Contents MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(In thousands)

(Unaudited)


													Accumulated
							Capital in						Other
		Common Stock					Excess of			Retained			Comprehensive
	****	Shares	****	Amount		****	Par Value		****	Earnings		****	Income (Loss)		****	Total
Balance, December 31, 2020		33,869		$	3,387		$	—		$	83,079		$	(1,947)		$	84,519
Stock issued for stock incentive plans, net		189			18			535			—			—			553
Stock purchased and retired		(64)			(6)			(535)			(509)			—			(1,050)
Net income		—			—			—			8,097			—			8,097
Pension adjustment, net of taxes		—			—			—			—			14			14
Dividends paid		—			—			—			(3,398)			—			(3,398)
Balance, March 31, 2021		33,994			3,399			—			87,269			(1,933)			88,735
Stock issued for stock incentive plans, net		—			—			571			—			—			571
Stock purchased and retired		—			—			(571)			570			—			(1)
Net income		—			—			—			5,794			—			5,794
Pension adjustment, net of taxes		—			—			—			—			14			14
Dividends paid		—			—			—			(4,077)			—			(4,077)
Balance, June 30, 2021		33,994			3,399			—			89,556			(1,919)			91,036
Stock issued for stock incentive plans, net		(1)			—			572			—			—			572
Stock purchased and retired		—			—			(572)			572			—			—
Net income		—			—			—			6,687			—			6,687
Pension adjustment, net of taxes		—			—			—			—			14			14
Dividends paid		—			—			—			(4,076)			—			(4,076)
Balance, September 30, 2021		33,993		$	3,399		$	—		$	92,739		$	(1,905)		$	94,233

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

Table of Contents MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(In thousands)

(Unaudited)


												Accumulated
						Capital in						Other
	Common Stock					Excess of			Retained			Comprehensive
	Shares	****	Amount		****	Par Value		****	Earnings		****	Income (Loss)		****	Total
Balance, December 31, 2019	33,870		$	3,387		$	—		$	76,573		$	(2,748)		$	77,212
Stock issued for stock incentive plans, net	175			18			558			—			—			576
Stock purchased and retired	(73)			(8)			(558)			(489)			—			(1,055)
Net income	—			—			—			4,208			—			4,208
Pension adjustment, net of taxes	—			—			—			—			119			119
Dividends paid	—			—			—			(4,074)			—			(4,074)
Balance, March 31, 2020	33,972			3,397			—			76,218			(2,629)			76,986
Stock issued for stock incentive plans, net	—			—			581			—			—			581
Stock purchased and retired	(3)			—			(581)			552			—			(29)
Net income	—			—			—			1,707			—			1,707
Pension adjustment, net of taxes	—			—			—			—			19			19
Dividends paid	—			—			—			(2,696)			—			(2,696)
Balance, June 30, 2020	33,969			3,397			—			75,781			(2,610)			76,568
Stock issued for stock incentive plans, net	(2)			(1)			1,501			—			—			1,500
Stock purchased and retired	(98)			(9)			(1,501)			79			—			(1,431)
Net income	—			—			—			6,535			—			6,535
Pension adjustment, net of taxes	—			—			—			—			19			19
Dividends paid	—			—			—			(2,716)			—			(2,716)
Balance, September 30, 2020	33,869		$	3,387		$	—		$	79,679		$	(2,591)		$	80,475

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

Table of Contents MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands)

(Unaudited)


		Nine months ended September 30,
	****	2021		2020
OPERATING ACTIVITIES
Net income		$	20,578	$	12,450
Adjustments to reconcile net income to net cash (used for) provided by operating activities:		****	****
Depreciation and amortization		****	1,345		1,509
Stock-based compensation expense		****	1,696		2,657
Gain on sale of assets			—		(30)
Deferred income tax benefit			(367)		(234)
(Increase) decrease in assets:		****
Accounts receivable		****	(5,523)		(1,910)
Inventories		****	(34,437)		(1,337)
Prepaid expenses and other current assets		****	(547)		173
Income taxes receivable		****	(482)		701
Other non-current assets		****	(1,526)		(788)
Increase (decrease) in liabilities:		****
Accounts payable		****	8,089		5,706
Income taxes payable			(316)		737
Accrued expenses and other liabilities		****	378		1,715
Other long-term liabilities			2,491		1,286
Net cash (used for) provided by operating activities		****	(8,621)		22,635
INVESTING ACTIVITIES			****
Capital expenditures		****	(720)		(1,458)
Proceed from sale of assets		****	—		34
Net cash used for investing activities		****	(720)		(1,424)
FINANCING ACTIVITIES		****	****
Payment of dividends			(11,551)		(9,486)
Cash paid for common stock purchased and retired			(1,051)		(2,515)
Net cash used for financing activities			(12,602)		(12,001)
Net (decrease) increase in cash and cash equivalents		****	(21,943)		9,210
Cash and cash equivalents at beginning of period		****	31,573		19,804
Cash and cash equivalents at end of period		$	9,630	$	29,014

Supplemental information:			****
Income tax payments, net		$	6,253	$	1,738

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

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. GENERAL

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by 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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The consolidated balance sheet at December 31, 2020 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 annual report of Marine Products Corporation (“Marine Products,” the “Company” or “MPC”) on Form 10-K for the year ended December 31, 2020.

A group that includes the Company’s Chairman of the Board, Gary W. Rollins, and certain companies under his control, controls in excess of fifty percent of the Company’s voting power.

2. RECENT ACCOUNTING STANDARDS

The FASB issued the following Accounting Standards Updates (ASUs):

Recently Adopted Accounting Standards:

Accounting Standards Update (ASU) No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis of goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The Company adopted these provisions in the first quarter of 2021 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

ASU No. 2020-04 — Reference Rate Reform (Topic 848). The amendments in this ASU, provides optional guidance for a limited time to ease the impact of the reference rate reform on financial reporting. The amendments, which are elective, provide expedients to contract modifications, affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or other reference rate that is expected to be discontinued due to reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt these provisions when LIBOR is discontinued and does not expect adoption to have a material impact on its consolidated financial statements.

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. NET SALES

Accounting Policy:

MPC’s contract revenues are generated principally from selling: (1) fiberglass motorized boats and accessories and (2) parts to 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 and accessories and parts to our dealers. Net sales are measured as the amount of consideration we expect to receive in exchange for transferring the goods to the dealer. The amount of consideration we expect to receive consists of the sales price adjusted for dealer incentives. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold as they are deemed to be assurance-type warranties (see Note 6). Incidental promotional items that are immaterial in the context of the contract are recognized as expense. 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 consist of: (1) boats and accessories and (2) parts. The Company transfers control and recognizes revenue on the satisfaction of its performance obligations (point in time) as 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
---	---

Payment terms:

For 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 typically receives the payment 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.

When 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.

Significant judgments:

Determining the transaction price

The transaction price for MPC’s boats and accessories is the invoice price adjusted for dealer incentives. Key inputs and assumptions in determining variable consideration related to dealer incentives include:

●	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.
---	---

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other:

Our contracts with dealers do not provide them with a right of return. Accordingly, we do not have any obligations recorded for returns or refunds.

Disaggregation of revenues:

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


		Three months ended				Nine months ended
(in thousands)	****	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Boats and accessories		$	74,642	$	67,127	$	217,711	$	165,001
Parts		****	1,201		1,651	****	3,766		3,714
Net sales		$	75,843	$	68,778	$	221,477	$	168,715

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


		Three months ended				Nine months ended
(in thousands)	****	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Domestic		$	72,445	$	66,621	$	210,605	$	161,172
International		****	3,398		2,157	****	10,872		7,543
Net sales		$	75,843	$	68,778	$	221,477	$	168,715

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


		Three months ended				Nine months ended
(in thousands)	****	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Products transferred at a point in time		$	75,843	$	68,778	$	221,477	$	168,715
Products transferred over time		****	—		—	****	—		—
Net sales		$	75,843	$	68,778	$	221,477	$	168,715

Contract balances:

Amounts received from international and certain domestic dealers toward the purchase of boats are classified as deferred revenue and are included in accrued expenses and other liabilities on the Consolidated Balance Sheets.


		September 30,		****	December 31,
(in thousands)	****	2021			2020
Deferred revenue		$	1,779		$	1,245

Substantially all of the amounts of deferred revenue disclosed above were or will be recognized as sales during the immediately following quarters, respectively, when control transferred.

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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				Nine months ended
	September 30,				September 30,
(In thousands)	2021		2020		2021		2020
Net income available for stockholders:	$	6,687	$	6,535	$	20,578	$	12,450
Less: Adjustments for earnings attributable to participating securities	****	(131)		(139)	****	(401)		(273)
Net income used in calculating earnings per share	$	6,556	$	6,396	$	20,177	$	12,177

Weighted average shares outstanding (including participating securities)	****	33,993		33,928	****	33,982		33,946
Adjustment for participating securities	****	(672)		(715)	****	(672)		(752)
Shares used in calculating basic and diluted earnings per share	****	33,321		33,213	****	33,310		33,194

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. 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, 2021, there were approximately 1,381,750 shares available for grant.

Stock-based compensation for the three and nine months ended September 30, 2021 and 2020 were as follows:

Restricted Stock


		Three months ended September 30,						Nine months ended September 30,
(in thousands)	****	2021		****	2020		****	2021		****	2020
Pre – tax cost		$	572		$	1,500		$	1,696		$	2,657
After tax cost		$	446		$	1,170		$	1,323		$	2,072

The following is a summary of the changes in non-vested restricted shares for the nine months ended September 30, 2021:


				Weighted
				Average
				Grant-Date
	****	Shares	****	Fair Value
Non-vested shares at December 31, 2020		678,220		$	12.89
Granted		189,750			16.55
Vested		(194,800)			10.25
Forfeited		(1,800)			11.76
Non-vested shares at September 30, 2021		671,370		$	14.69

The total fair value of shares vested was approximately $3,174,000 during the nine months ended September 30, 2021 and approximately $4,431,000 during the nine months ended September 30, 2020. The total fair value during the nine months ended September 30, 2020 includes $1,100,000 related to vesting upon death of the Company’s Chairman. 12

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other Information

As of September 30, 2021, total unrecognized compensation cost related to non-vested restricted shares was approximately $8,415,000. This cost is expected to be recognized over a weighted-average period of 3.6 years.

For the nine months ended September 30, 2021, approximately $323,000 of excess tax benefit for stock-based compensation awards was recorded as a discrete tax adjustment and classified within operating activities in the consolidated statements of cash flows compared to approximately $345,000 for the nine months ended September 30, 2020.

6. WARRANTY COSTS AND OTHER CONTINGENCIES

Warranty Costs:

For its Chaparral and Robalo products, Marine Products provides a lifetime limited structural hull 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 second 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 nine months ended September 30, 2021 and 2020 is as follows:


(in thousands)	****	2021		2020
Balance at beginning of period		$	5,030	$	5,410
Less: Payments made during the period		****	(2,880)		(2,045)
Add: Warranty provision for the period		****	2,707		2,150
Changes to warranty provision for prior periods		****	207		62
Balance at September 30		$	5,064	$	5,577

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

Repurchase Obligations:

The Company is a party to various agreements with third 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 third-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 under the contractual agreements during the nine months ended September 30, 2021 and September 30, 2020.

Management continues to monitor the risk of defaults and resulting repurchase obligations based in part on information provided by third-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. 13

Table of Contents

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 based on a specified percentage of the amount of the average net receivables financed by the floor plan lender for our dealers less repurchases during the prior 12 month period, which was approximately $4.5 million as of September 30, 2021. The Company has contractual repurchase agreements with additional lenders with an aggregate maximum repurchase obligation of approximately $2.0 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 $6.5 million as of September 30, 2021.

7. BUSINESS SEGMENT INFORMATION

The Company has 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.

8. INVENTORIES

Inventories consist of the following:


	****	September 30,		December 31,
(in thousands)		2021		2020
Raw materials and supplies		$	43,335	$	21,754
Work in process		****	16,871		11,378
Finished goods		****	16,541		9,178
Total inventories		$	76,747	$	42,310

9. 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 adjusted, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

Income tax provision for the third quarter of 2021 reflects an effective tax rate of 19.9 percent, compared to an effective rate of 21.8 percent for the comparable period in the prior year. Income tax provision for the nine months ended September 30, 2021 reflects an effective tax rate of 20.1 percent, compared to an effective rate of 19.0 percent for the comparable period in the prior year. The decrease in effective rate during the third quarter of 2021 is primarily due to favorable permanent adjustments compared to the same period of 2020. The effective rate in all periods includes the effect of beneficial discrete adjustments related to restricted stock and the related dividends.

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10. EMPLOYEE BENEFIT PLANS

The Company participates in a multiple employer Retirement Income Plan, sponsored by RPC, Inc. (“RPC”). The following represents the net periodic cost (benefit) and related components for the plan for the three and nine months ended September 30, 2021 and 2020.


		Three months ended				Nine months ended
		September 30,				September 30,
(in thousands)	****	2021		2020		2021		2020
Interest cost		$	37	$	58	$	111	$	116
Expected return on plan assets		****	(72)		(73)	****	(216)		(146)
Amortization of net losses		****	18		24	****	54		48
Net periodic cost (benefit)		$	(17)	$	9	$	(51)	$	18

The Company did not contribute to this plan during the nine months ended September 30, 2021 and September 30, 2020.

In October 2020, RPC amended the Retirement Income Plan to add a limited lump-sum payment window for vested terminated participants who had terminated employment before July 1, 2020 and for active employees who reached age 59 ½ by December 1, 2020, with a vested balance. The participants could elect to receive their vested balance immediately as a lump-sum or by initiating monthly annuity payments. The lump-sum payment window offering ended during the fourth quarter of 2020 and plan assets were used to fund participant elections. The resulting non-cash settlement charges represented the accelerated recognition of actuarial losses reflected in accumulated other comprehensive income (AOCI). During the fourth quarter of 2020, a settlement loss of $0.6 million associated with the acceptance of these lump-sum payments was recorded as part of selling, general and administrative expenses in the consolidated statements of operations.

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 primarily in mutual funds and company-owned life insurance (“COLI”) policies as a funding source to satisfy the obligation of the SERP that have been classified as trading and are stated at fair value totaling approximately $12,113,000 as of September 30, 2021 and $10,622,000 as of December 31, 2020. Trading gains related to the SERP assets totaled approximately $366,000 during the three months ended September 30, 2021, compared to approximately $326,000 during the three months ended September 30, 2020. Trading gains related to the SERP assets totaled approximately $1,491,000 during the nine months ended September 30, 2021, compared to approximately $263,000 during the nine months ended September 30, 2020. 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.

The SERP liabilities include participant deferrals net of distributions and are stated at fair value of approximately $15,070,000 as of September 30, 2021 and $12,524,000 as of December 31, 2020. The SERP liabilities are reported on the consolidated balance sheets in long-term pension liabilities and any change in the fair value is recorded as compensation cost within selling, general and administrative expenses in the consolidated statements of operations. Changes in the fair value of the SERP liabilities represented unrealized gains of approximately $381,000 during the three months ended September 30, 2021, compared to unrealized gains of approximately $458,000 during the three months ended September 30, 2020. Changes in the fair value of the SERP liabilities represented unrealized gains of approximately $1,478,000 during the nine months ended September 30, 2021, compared to approximately $483,000 during the nine months ended September 30, 2020.

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. 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.	Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.
---	---

Trading securities are comprised of SERP assets, as described in Note 10, and are recorded primarily at their net cash surrender values calculated using their net asset values, which approximate fair value, as provided by the issuing insurance company or investment company. The trading securities were $12,113,000 as of September 30, 2021 and $10,622,000 as of December 31, 2020. Significant observable inputs, in addition to quoted market prices, are used to value the trading securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods.

The carrying amount of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short-term maturity 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. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of pension adjustments as follows:


		Nine months ended
		September 30,
(in thousands)		2021		2020
Balance at beginning of the period		$	(1,947)	$	(2,748)
Change during the period:		****
Before-tax amount		****	—		128
Tax provision		****	—		(28)
Reclassification adjustment, net of taxes		****
Amortization of net loss ^(1)^		****	42		57
Total activity for the period		****	42		157
Balance at end of the period		$	(1,905)	$	(2,591)
(1)	Reported as part of selling, general and administrative expenses.
---	---

13. SUBSEQUENT EVENT

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’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-party floorplan lenders, who pay Marine Products generally within seven to ten 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, 2020 is incorporated herein by reference. There have been no significant changes in the strategies since year-end.

In executing 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. 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 of $75.8 million were 10.3 percent higher during the third quarter of 2021 compared to the third quarter of 2020 primarily due to a 5.3 percent increase in number of units sold as well as an increase in average selling price per boat. Unit sales increased in most of our product categories during the third quarter of 2021 in comparison to the same period of the prior year as we worked diligently to overcome significant supply chain difficulties and meet as much dealer and retail demand as possible. We generated the highest unit sales increase within our popular Chaparral SSi sterndrive sport boats. Average selling price per boat during the third quarter of 2021 increased by 3.7 percent compared to the third quarter of 2020 due to a favorable model mix, but this increase was less than it might have been because we honored prior model year pricing to our dealers and retail customers for the vast majority of our units shipped during the quarter. Net sales also improved during the quarter because of lower incentive costs due to higher demand, as well as the net impact of prior back ordered engines delivered to dealers during the third quarter of 2021.

Cost of goods sold as a percentage of net sales increased to 78.8 percent of net sales for the three months ended September 30, 2021 from 76.4 percent for the comparable period in 2020, primarily due to increased raw materials and component costs, as well as higher freight costs as compared to the prior year. Supply chain disruptions also impacted operations during the third quarter of 2021, which resulted in labor cost inefficiencies. In addition, we honored our 2021 model year pricing and delivery commitments, which extended through the third quarter of 2021. As a result, the vast majority of our third quarter shipments were of 2021 model year boats, which reflected lower pricing and generated lower profitability than our 2022 model year boats.

Operating income of $8.3 million during the third quarter of 2021 was comparable to $8.4 million during the same period in the prior year. Selling, general and administrative expenses decreased 2.3 percent during the third quarter of 2021 as compared to the same period in the prior year primarily due to changes in costs that vary with profitability, as well as lower advertising expenses. Dealer inventory in units as of September 30, 2021 was lower than at the end of the third quarter of 2020 due to strong retail consumer demand.

OUTLOOK

The discussion of the outlook for 2021 is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020. 17

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

We believe that retail demand for new recreational boats during 2021 will continue to be higher than demand in 2020 due to the impact on consumer preferences caused by the COVID-19 pandemic. The Company believes that recreational boating’s appeal to U.S. consumers has grown because people perceive it to be a safe outdoor activity which does not involve large groups of people. Beginning in the second quarter of 2020, many consumers chose recreational boating when they temporarily left urban areas to spend time in vacation homes or in smaller groups, often located near recreational bodies of water.

Industry data indicate that retail boat sales in 2020 exceeded boat sales generated during the previous cyclical peak in 2007. Fluctuations in fuel prices can impact our industry, and although they declined in 2020, they increased significantly during the first, second and third quarters of 2021 and may impact consumers’ boat purchasing decisions. In general, the overall cost of boat ownership has increased over the last several years, especially in the sterndrive recreational boat market segment, which comprised approximately 38 percent of the Company’s unit sales during the nine months ended September 30, 2021. The higher cost of boat ownership can discourage consumers from purchasing recreational boats. For years, Marine Products and other boat manufacturers have been improving their customer service capabilities, marketing strategies and sales promotions 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. Marine Products reduced the number of models in its portfolio of the 2022 model year, which began in the third quarter of 2021, in order to increase production efficiency. In addition, the Company expects to increase the average size of the models that it will produce during the 2022 model year in response to evolving retail demand and the changes to the model portfolio. In a typical year, Marine Products and its dealers present our new models to retail customers during the winter boat show season, which takes place during the fourth and first calendar quarters. Currently we are not certain how many in-person winter boats shows will take place in the fourth quarter of 2021 and during the first months of 2022. We plan to attend shows that are conducted, and we are encouraging our dealers to attend as well. We plan to continue to develop and produce additional new products for subsequent model years.

Due to strong demand across the recreational sector, key materials and components are in tight supply. Supply chain disruptions impacted our production and sales during the second and third quarters of 2021, and we believe that these disruptions will continue to impact our production and sales in the fourth quarter of 2021. At the present time, we do not know when these problems will be resolved.

Our financial results will depend on a number of factors, including our ability to meet dealer and consumer demand in the face of ongoing supply chain disruptions which have impacted our manufacturing operations, the health of American consumers and economic recovery from the pandemic, potential changes in consumer behavior as society recovers from the pandemic. Additional factors that could impact our results include interest rates, the availability of credit to our dealers and consumers, fuel costs, the continued acceptance of our new products in the recreational boating market, the near-term effectiveness of our marketing efforts, the availability and cost of labor and certain of our raw materials and key components used in manufacturing our products. 18

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS

Key operating and financial statistics for the three and nine months ended September 30, 2021 and 2020 are as follows:


		Three months ended September 30,						Nine months ended September 30,
	****	2021		****	2020			2021			2020
Total number of boats sold			1,099			1,044			3,232			2,640
Average gross selling price per boat (in thousands)		$	59.1		$	57.0		$	59.4		$	55.0
Net sales (in thousands)		$	75,843		$	68,778		$	221,477		$	168,715
Percentage of cost of goods sold to net sales		****	78.8	%		76.4	%	****	77.8	%		78.6	%
Gross profit margin percent		****	21.2	%		23.6	%	****	22.2	%		21.4	%
Percentage of selling, general and administrative expenses to net sales			10.2	%		11.5	%		10.6	%		12.4	%
Operating income (in thousands)		$	8,343		$	8,350		$	25,731		$	15,278
Warranty expense (in thousands)		$	956		$	899		$	2,914		$	2,212

THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2020

Net sales for the three months ended September 30, 2021 increased $7.1 million or 10.3 percent compared to the same period in 2020. The change in net sales during the quarter compared to the prior year was due primarily to a 5.3 percent increase in the number of units sold as well as an increase in the average gross selling price per boat. Unit sales increased in most of our major product categories during the third quarter of 2021 compared to the prior year as we worked diligently to overcome significant supply chain difficulties and meet as much dealer and retail demand as possible. We generated the highest unit sales increase within our Chaparral SSi sterndrive sport boats. Average selling price per boat during the third quarter of 2021 increased by 3.7 percent compared to the third quarter of 2020 due to a favorable model mix, but this increase was less than it might have been because we honored prior model year pricing to our dealers and retail customers for the vast majority of our units shipped during the quarter. Net sales also improved during the quarter because of lower incentive costs due to higher demand, as well as the net impact of prior back ordered engines delivered to dealers during the third quarter of 2021. Domestic net sales increased 8.7 percent to $72.4 million and international sales increased 57.5 percent to $3.4 million compared to the third quarter of the prior year. In the third quarter of 2021, net sales outside of the United States accounted for 4.5 percent of net sales compared to 3.1 percent of net sales in the third quarter of 2020. International sales remain low due in part to continued tariffs imposed on boat imports into Mexico and the European Union.

Cost of goods sold for the three months ended September 30, 2021 was $59.8 million compared to $52.5 million for the comparable period in 2020, an increase of $7.3 million or 13.8 percent. Cost of goods sold as a percentage of net sales increased to 78.8 percent of net sales for the three months ended September 30, 2021 from 76.4 percent for the comparable period in 2020, due to increased raw materials and component costs, as well as higher freight costs as compared to the prior year. Supply chain disruptions also impacted operations during the third quarter of 2021, which resulted in labor cost inefficiencies. In addition, we honored our 2021 model year pricing and delivery commitments, which extended through the third quarter of 2021. As a result, the vast majority of our third quarter shipments were of 2021 model year boats, which reflected lower pricing and generated lower profitability than our 2022 model year boats.

Selling, general and administrative expenses for the three months ended September 30, 2021 were $7.7 million compared to $7.9 million for the comparable period in 2020, a decrease of $0.2 million or 2.3 percent. This decrease was primarily due to changes in costs that vary with profitability, as well as lower advertising expenses. Selling, general and administrative expenses as a percentage of net sales decreased to 10.2 percent in the third quarter of 2021 from 11.5 percent in the third quarter of 2020 due to leverage of higher sales over expenses that are relatively fixed during the short term.

Operating income for the three months ended September 30, 2021 was $8.3 million compared to $8.4 million in the same period in 2020.

Interest income for the three months ended September 30, 2021 decreased $6 thousand or 60.0 percent compared to the prior year. Marine Products generates interest income primarily from investments in money market funds. 19

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

Income tax provision for the third quarter of 2021 reflects an effective tax rate of 19.9 percent compared to 21.8 percent for the comparable period in the prior year. The effective tax rates in 2021 and 2020 include the effect of beneficial permanent differences including discrete adjustments related to vesting of restricted stock and the dividends on unvested shares. The decrease in the 2021 effective tax rate is primarily due to a more favorable permanent adjustment in the third quarter of 2021 compared to the same period of 2020.

NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2020

Net sales for the nine months ended September 30, 2021 increased $52.8 million or 31.3 percent compared to the same period in 2020. The change in net sales during the nine months ended September 30, 2021 compared to the prior year was due primarily to a 22.4 percent increase in the number of units sold as well as an 8.0 percent increase in the average gross selling price per boat. Unit sales increased in most of our major product categories during the nine months ended September 30, 2021 compared to the prior year as we worked diligently to overcome significant supply chain difficulties and meet as much dealer and retail demand as possible. In addition, Marine Products’ sales in the nine months ended September 30, 2020 were negatively impacted by the suspension of manufacturing operations for five weeks during the second quarter of 2020 due to concerns over the potential spread of COVID-19.

Average selling price per boat during the nine months ended September 30, 2021 compared to the same period of 2020 increased due to a model mix that included higher sales growth of our larger boats, such as our Chaparral OSX Sportboats. Domestic net sales increased 30.7 percent to $210.6 million and international sales increased 44.1 percent to $10.9 million during the nine months ended September 30, 2021 compared to the same period of the prior year. In the nine months ended September 30, 2021, net sales outside of the United States accounted for 4.9 percent of net sales compared to 4.5 percent of net sales in the third quarter of 2020. International sales remain low due in part to continued tariffs imposed on boat imports into Mexico and the European Union.

Cost of goods sold for the nine months ended September 30, 2021 was $172.4 million compared to $132.5 million for the comparable period in 2020, an increase of $39.8 million or 30.0 percent. Cost of goods sold as a percentage of net sales decreased to 77.8 percent of net sales for the nine months ended September 30, 2021 from 78.6 percent for the comparable period in 2020, primarily due to manufacturing efficiencies resulting from higher production and a favorable model mix during the nine months ended September 30, 2021 as compared to the prior year, partially offset by supply chain disruptions during the second and third quarters of 2021 and higher materials costs as a percentage of net sales as compared to the prior year.

Selling, general and administrative expenses for the nine months ended September 30, 2021 were $23.4 million compared to $20.9 million for the comparable period in 2020, an increase of $2.5 million or 11.9 percent. This increase was primarily due to costs that vary with sales and profitability, such as incentive compensation, sales commissions and warranty expense, partially offset by lower advertising expenses. Selling, general and administrative expenses as a percentage of net sales were 10.6 percent in the nine months ended September 30, 2021 compared to 12.4 percent in the nine months ended September 30, 2020. Although these expenses increased during the nine months ended September 30, 2021 as compared to the same period of the prior year, they decreased as a percentage of net sales due to leverage of higher sales over expenses that are relatively fixed during the short term.

Operating income for the nine months ended September 30, 2021 increased $10.5 million or 68.4 percent compared to the same period in 2020 primarily due to higher net sales and gross profit, partially offset by an increase in selling, general and administrative expenses.

Interest income for the nine months ended September 30, 2021 decreased $64 thousand or 74.4 percent compared to the prior year. Marine Products generates interest income primarily from investments in money market funds.

Income tax provision for the nine months ended September 30, 2021 reflects an effective tax rate of 20.1 percent compared to 19.0 percent for the comparable period in the prior year. The effective rates in both periods includes the effect of beneficial permanent differences including discrete adjustments related to restricted stock dividends. The increase in the 2021 effective tax rate is primarily due to a higher pre-tax income. 20

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The Company’s cash and cash equivalents at September 30, 2021 were $9.6 million compared to $31.6 million at December 31, 2020. The following table sets forth the cash flows for the applicable periods:


		Nine months ended September 30,
(in thousands)	****	2021		****	2020
Net cash (used for) provided by operating activities		$	(8,621)		$	22,635
Net cash used for investing activities		****	(720)			(1,424)
Net cash used for financing activities		$	(12,602)		$	(12,001)

Cash used for operating activities for the nine months ended September 30, 2021 of $8.6 million includes net income of $20.6 million offset by a net unfavorable change in the primary components of our working capital (accounts receivable, inventories and accounts payable) of $31.9 million, mainly due to increases in inventories, accounts receivable and accounts payable, partially offset by an increase of $2.5 million in other long-term liabilities related to the supplemental retirement plan.

Cash used for investing activities for the nine months ended September 30, 2021 was $0.7 million compared to $1.4 million for the same period in 2020. This favorable change is primarily due to a decrease in capital expenditures during the nine months ended September 30, 2021 in comparison to the same period of the prior year.

Cash used for financing activities for the nine months ended September 30, 2021 increased $0.6 million compared to the nine months ended September 30, 2020 primarily due to increased dividends per share paid to common shareholders, partially offset by a reduction in the cost of open market repurchases in the current period compared to the nine months ended September 30, 2020.

Financial Condition and Liquidity

The Company believes that the liquidity provided by existing cash, cash equivalents and marketable securities, its overall strong capitalization, cash generated by operations and the Company’s ability to sell up to approximately $150 million in shares of its common stock under the Company’s shelf registration statement 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.The Company may obtain a revolving line of credit facility to increase its flexibility for managing its investment in its working capital.

Cash Requirements

The Company currently expects that capital expenditures in 2021 will be approximately $1.1 million, of which $0.7 million has been spent through September 30, 2021.

The Company participates in a multiple employer Retirement Income Plan, sponsored by RPC, Inc. (“RPC”). The Company did not contribute to this plan during the first nine months of 2021 and does not expect to make any contributions for the remainder of 2021.

The Company has repurchased an aggregate total of 6,679,572 shares in the open market under the Company stock repurchase program, which began in 2002. As of September 30, 2021, there are 1,570,428 shares that remain available for repurchase under the current authorization. There were no shares repurchased under this program during the first nine months of 2021.

On October 26, 2021, the Board of Directors declared a regular quarterly cash dividend of $0.12 per share payable December 10, 2021 to common stockholders of record at the close of business November 10, 2021. The Company expects to continue to pay cash dividends to common stockholders, subject to industry conditions and Marine Products’ earnings, financial condition, and other relevant factors. 21

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

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-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-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 dealer inventory during the nine months ended September 30, 2021 and September 30, 2020.

Management continues to monitor the risk of defaults and resulting repurchase obligations based in part on information provided by the third-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 based on a specified percentage of the amount of the average net receivables financed by the floor plan lender for our dealers less repurchases during the prior 12 month period, which was approximately $4.5 million as of September 30, 2021. The Company has contractual repurchase agreements with additional lenders with an aggregate maximum repurchase obligation of approximately $2.0 million with various expiration and cancellation terms of less than one year, for an aggregate repurchase obligation with all financing institutions of approximately $6.5 million as of September 30, 2021.

CERTAIN 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 $670 thousand for the nine months ended September 30, 2021 and approximately $646 thousand for the nine months ended September 30, 2020.

Marine Products and RPC own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Marine Products recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $120 thousand for the nine months ended September 30, 2021 and $80 thousand for the nine months ended September 30, 2020.

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, 2020. There have been no significant changes in the critical accounting policies since year-end.

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. 22

Table of Contents

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. During the third and fourth quarters of 2020 and the first three quarters of 2021, the prices of oil, copper and stainless steel increased as the global economy began to recover from the global economic slowdown caused by the COVID-19 pandemic. The Company also purchases components of which there are a limited number of suppliers, some of whom temporarily suspended their manufacturing operations due to the COVID-19 pandemic and are experiencing significant customer orders impacting their ability to provide needed supply quantities. The costs of a number of these components have increased as demand from recreational boat manufacturers has increased and supply chains have remained constrained. These cost increases are exacerbated by higher transportation costs, which are included in the total cost of these components. These higher component prices increase the costs of manufacturing the Company’s products. In response to historically high consumer demand as well as higher raw materials and components prices, the Company has increased the prices for its products for the 2022 model year which began during the third quarter of 2021, and is evaluating the timing and amount of an additional product price increase early in 2022. Marine Products believes that these price increases will allow the Company to maintain or improve our profit margins. We also believe that these price increases will have no immediate impact on consumer demand, but if we are forced to institute continued price increases, the higher cost of our products may compel consumers to choose a smaller boat or forgo the purchase altogether.

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. In the event that interest rates rise, or lending standards for consumer loans become more stringent, 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. The Company believes that inflation in the general economy is a risk, but that interest rates will remain low due to accommodative monetary policy.

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, our belief that the recreational boating industry’s promotional program has incrementally benefited the industry and Marine Products; our plans to continue to develop and produce additional new products for subsequent model years; our belief that supply chain disruptions will continue to impact our production and sales in the fourth quarter of 2021; our belief that the liquidity provided by existing cash, cash equivalents and marketable securities, our overall strong capitalization and cash expected to be generated from operations will provide sufficient capital to meet our requirements for at least the next twelve months; our expectations about capital expenditures in 2021; our expectation about contributions to the multiple employer Retirement Income Plan sponsored by RPC in 2021; our expectation to continue to pay cash dividends; statements regarding the potential fluctuations in costs of raw materials and their effect on the costs of manufacturing our products and profit margins; our belief that our price increase will allow us to maintain or improve our profit margins and have no material impact on consumer demand; our belief about the risks of inflation and increases in interest rates; and our belief that the outcome of any litigation, arising from time to time in the ordinary course of our business, will not have a material effect on the financial position, results of operations or liquidity of Marine Products. 23

Table of Contents

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: the impact of the COVID-19 pandemic on the economy, our manufacturing operations and our supply chain; economic conditions, unavailability of credit and possible decreases in the level of consumer confidence impacting discretionary spending; business interruptions due to adverse weather conditions, increased interest rates, unanticipated changes in consumer demand and preferences, deterioration in the quality of Marine Products’ network of independent boat dealers or availability of financing of their inventory; our ability to insulate financial results against increasing commodity prices; the impact of rising gasoline prices and a weak housing market on consumer demand for our products; competition from other boat manufacturers and 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 regulations, 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 could 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 tender offer, change in control or takeover attempt that is opposed by Marine Products’ Board of 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, 2020 and Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marine Products holds no derivative financial instruments which could expose the Company to significant market risk. Marine Products maintains investments primarily in money market funds which are not subject to interest rate risk exposure. Marine Products does not expect any material changes in market risk exposures or how those risks are managed.

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, 2021 (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.

Table of Contents

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 effect on the financial position, results of operations or liquidity of Marine Products.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

The Board of Directors of the Company adopted resolutions approving amendments to the Company’s Bylaws effective October 26, 2021, to further clarify the parameters for board meetings and the annual meeting of the stockholders and establish the size of the board of directors. The Amended and Restated Bylaws, as so amended, are filed herewith as an exhibit.

Table of Contents

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

ITEM 6. Exhibits


Exhibit Number		Description

3.1(a)		Marine Products Corporation Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed on February 13, 2001).

3.1(b)		Certificate of Amendment of Certificate of Incorporation of Marine Products Corporation executed on June 8, 2005 (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed June 9, 2005).

3.2		Amended and Restated By-laws of Marine Products Corporation effective October 26, 2021.

4		Restated Form of Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10 filed on February 13, 2001).

31.1		Section 302 certification for Chief Executive Officer.

31.2		Section 302 certification for Chief Financial Officer.

32.1		Section 906 certifications for Chief Executive Officer and Chief Financial Officer.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL 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

Table of Contents

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



Date: October 29, 2021		/s/ Richard A. Hubbell
		Richard A. Hubbell
		President and Chief Executive Officer
		(Principal Executive Officer)


Date: October 29, 2021		/s/ Ben M. Palmer
		Ben M. Palmer
		Vice President, Chief Financial Officer and Corporate Secretary
		(Principal Financial and Accounting Officer)

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

MARINE PRODUCTS CORPORATION

OCTOBER 26, 2021

OFFICES

FIRST:The principal office of the corporation shall be located at 2801 Buford Highway NE, Suite 300, in the City of Atlanta, Georgia, and the registered agent shall be Corporation Service Company or such other agent as the corporation shall designate.

CORPORATE SEAL

SECOND:The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Incorporated Delaware.”

MEETINGS OF STOCKHOLDERS

THIRD:The annual meeting of stockholders for the election of directors shall be held on such date and at such place and time as may be designated from time to time by resolution of the board of directors and included in the notice of such meeting, each year, at which meeting they shall elect by ballot, by plurality vote, a board of directors and may transact such other business as may come before the meeting.

Special meetings of the stockholders may be called at any time by the chairman and shall be called by the chairman or secretary on the request in writing or by vote of a majority of the directors or at the request in writing of stockholders of record owning a majority in amount of the capital stock outstanding and entitled to vote. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of the meeting.

All such meetings of the stockholders shall be held at such place or places within or without the State of Delaware, including by remote communication such as a “virtual only” meeting or “hybrid” meeting, as may from time to time be fixed by the board of directors or as shall be specified and fixed by the respective notices or waivers of notice thereof.

Each stockholder entitled to vote shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy, signed by him, for each share of voting stock held by him, but no proxy shall be voted on after the meeting of stockholders for which such proxy was solicited and which has been adjourned sine die. Such right to vote shall be subject to the right of the board of directors to close the transfer books or to fix a record date for voting stockholders as hereinafter provided and if the directors shall not have exercised such right, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election.

Notice of all meetings shall be given by the secretary to each stockholder of record entitled to vote not less than ten calendar days nor more than sixty calendar days before any annual or special meeting either personally, by mail or by other lawful means. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such person’s address as it appears on the stock transfer books of the corporation.

The holders of a majority of the stock outstanding and entitled to vote shall constitute a quorum, but the holders of a smaller amount may adjourn from time to time without further notice until a quorum is secured.

DIRECTORS

FOURTH:The property and business of this corporation shall be managed by or under the direction of the board of directors. The board of directors shall consist of between six and twelve directors, with the exact number of directors to be fixed from time to time solely by the board of directors pursuant to a resolution adopted by a majority of the board of directors then in office. The directors shall be divided into three classes of approximately equal size except that the classes may be unequal as a result of the death, resignation, removal or other vacancy of a member of a class unless a class were to have no members remaining, in which case such class vacancy will be filled as soon as practicable. Subject to the foregoing sentence, there shall be no limitation on the number of directors that may be designated to a particular class. At each Annual Meeting of Stockholders, the successors to the class of directors whose term expires at that time

shall be elected to hold office for the term of three years to succeed those whose term expires, so that the term of office of one class of directors shall expire in each year. Each director shall hold office for the remainder of the term for which he is elected or appointed or until his successor shall be elected and qualified, or until his death or until he shall resign.

Newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the vacant or newly created directorship and until such director’s successor is elected and qualified. No decrease in the authorized number of directors will shorten the term of any incumbent director.

POWERS OF DIRECTORS

FIFTH:The board of directors shall have, in addition to such powers as are hereinafter expressly conferred on it, all such powers as may be exercised by the corporation, subject to the provisions of the statute, the certificate of incorporation and the by-laws.

The board of directors shall have power:

To purchase or otherwise acquire property, rights or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the board of directors may deem proper.

To pay for such property, rights or privileges in whole or in part with money, stock, bonds, debentures or other securities of the corporation, or by the delivery of other property to the corporation.

To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every other act and thing necessary to effectuate the same.

To appoint agents, clerks, assistants, factors, employees and trustees, and to dismiss them at its discretion, to fix their duties and emoluments and to change them from time to time and to require security as it may deem proper. Any employee appointed by the board may be given such designation or title as the board shall determine; however, any such designation or title given any such employee shall not be deemed to constitute such employee a corporate officer under ARTICLE EIGHTH of these by-laws.

To confer on any officer of the corporation the power of selecting, discharging or suspending such employees.

To determine by whom and in what manner the corporation’s bills, notes, receipts, acceptances, endorsements, checks, releases, contracts or other documents shall be signed.

MEETINGS OF DIRECTORS

SIXTH:After such annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers and the transaction of other business, at such place and time as the directors may determine, and, if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors.

Regular meetings of the directors shall be held at such place or places, if any, on such date or dates, and at such time or times as shall have been established by the board of directors and publicized among all directors. A notice of each regular meeting shall not be required.

Special meetings of the directors may be called by the chairman, vice chairman or president or upon the request of any two directors. Two business days’ notice of any special meeting of directors shall be given in writing if such notice is delivered by first class or overnight mail or one business days’ notice if such notice is given orally or delivered by facsimile transmission or other form of electronic transmission reasonable under the circumstance or hand delivery.

Special meetings of the directors may be held within or without the State of Delaware at such places as is indicated in the notice or waiver of notice thereof.

A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

The board may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the corporation.

Any such committee to the extent provided in the directors’ resolution or in these by-laws, shall have and may exercise all the powers and authority of the board in managing the affairs and business of the Corporation and may authorize affixation of the corporate seal to all papers that require it, to the fullest extent permitted by law as presently allowed under Section 141 of the Delaware General Corporation Law (the “DGCL”) and as may be allowed in the future pursuant to amendments and revisions of applicable law; provided, however, that a committee may not have the power and authority to declare a dividend or to authorize the issuance of stock.

COMPENSATION OF DIRECTORS

AND MEMBERS OF COMMITTEES

SEVENTH:Directors and members of standing committees shall receive such compensation for attendance at each regular or special meeting as the board shall from time to time prescribe.

OFFICERS OF THE CORPORATION

EIGHTH:The officers of the corporation shall be a president, a secretary, a treasurer and such other officers as may from time to time be chosen by the board of directors. The board of directors in its discretion may also appoint either or both of a chairman and a vice chairman, who may or may not be an officer of the corporation. If applicable, the chairman and vice chairman shall be chosen from among the directors.

One person may hold more than one office.

The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the board of directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the affirmative vote of a majority of the whole board of directors or the board could eliminate the position, combine its duties with another position or fill it on an interim basis.

DUTIES OF THE CHAIRMAN

NINTH:It shall be the duty of the chairman, if any, to preside at all meetings of stockholders and directors.

DUTIES OF THE VICE CHAIRMAN

TENTH:The vice chairman, if any, shall perform such duties as shall be assigned by the chairman or the board of directors and shall be vested with all the powers and be required to perform all the duties of the chairman in the chairman’s absence or disability.

DUTIES OF THE PRESIDENT

ELEVENTH:The president shall be the chief executive officer of the corporation. It shall be the duty of the president to execute, unless otherwise delegated, all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the corporation, and to affix the corporate seal thereto when authorized by the board. The president shall supervise and direct the officers of the corporation other than, if applicable, the chairman and the vice chairman, and shall see that their duties are property performed.

In the absence or in case of the disability of the vice chairman, the president shall be vested with all the powers and be required to perform all the duties of the chairman in the chairman’s absence or disability.

SECRETARY

TWELFTH:The secretary shall attend all meetings of the board of directors, and all other meetings as directed by the board of directors. The secretary shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. The secretary shall give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned by the chairman, vice chairman or president of the corporation.

TREASURER

THIRTEENTH:The treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

The treasurer shall keep an account of stock registered and transferred in such manner and subject to such regulations as the board of directors may prescribe.

The treasurer shall give the corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors for the faithful performance of the duties of the office and the restoration to the corporation, in case of the treasurer’s death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. The treasurer shall perform such other duties as the board of directors may from time to time prescribe or require.

DUTIES OF OFFICERS MAY BE DELEGATED

FOURTEENTH:In case of the absence or disability of any officer of the corporation or for any other reason deemed sufficient by a majority of the board, the board of directors may delegate such officer’s powers or duties to any other officer or to any director for the time being.

CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

FIFTEENTH:Shares of stock in the corporation may be represented by certificates or may be issued in uncertificated form in accordance with the DGCL. The issuance of shares in uncertificated form shall not affect shares already represented by a certificate until the certificate is surrendered to the corporation. Each holder of stock in the corporation represented by a certificate shall be entitled to a certificate which shall be signed by either the chairman, the vice chairman or the president and any of the treasurer, assistant treasurer, secretary or assistant secretary. If a certificate of stock be lost or destroyed, another may be issued in its stead upon proof of such loss or destruction and the giving of a satisfactory bond of indemnity, in an amount sufficient to indemnify the corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so. Certificates may be signed by facsimile signature if so ordered by the board of directors.

TRANSFER OF STOCK

SIXTEENTH:Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by a transfer agent designated to transfer shares of stock of the corporation. The certificate for the number of shares involved which are represented by a certificate shall be surrendered for cancellation before a new certificate is issued therefore.

The corporation shall have authority to appoint transfer agents and registrars by resolution of the board of directors.

CLOSING OF TRANSFER BOOKS

SEVENTEENTH:The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding sixty days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the by-laws may fix or authorize the board of directors to fix in advance a date not exceeding sixty

days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

STOCKHOLDERS OF RECORD

EIGHTEENTH:The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

FISCAL YEAR

NINETEENTH:The fiscal year of the corporation shall begin on the first day of January in each year.

DIVIDENDS

TWENTIETH:Dividends upon the capital stock may be declared by the board of directors at any regular or special meeting and may be paid in cash or in property or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may alter or abolish any such reserve or reserves.

CHECKS FOR MONEY

TWENTY-FIRST:All checks, drafts or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the board of directors may from

time to time designate. No check shall be signed in blank. The board of directors also from time to time may authorize specified employees to sign checks on the corporation’s accounts.

BOOKS AND RECORDS

TWENTY-SECOND:The books, accounts and records of the corporation except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the by-laws or by resolution of the Directors.

WAIVER OF NOTICES

TWENTY-THIRD:Any stockholder or director may waive, in writing, any notice, required to be given under these by-laws whether before or after the time stated therein.

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND EMPLOYEES

TWENTY-FOURTH:The corporation shall indemnify and hold harmless, in the manner and to the fullest extent now or hereafter permitted by the DGCL, any person (or the estate of any person) who was or is a party to, or is involved in or threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or general counsel of the corporation, or is or was serving at the request of the corporation as a director, officer, general counsel of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans. The indemnification provided herein shall be made if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his or her conduct was unlawful; provided, however, that, except as provided in the following paragraph, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors. To the full extent permitted by law, the indemnification provided herein shall include all expense, liability and loss

(including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The corporation shall pay the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition upon the receipt by the corporation of a statement or statements from the claimant requesting such advance and an undertaking by or on behalf of such claimant that the claimant will repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this ARTICLE TWENTY-FOURTH or otherwise. The indemnification and advancement of expenses provided herein (a) shall not be deemed to limit the right of the corporation to indemnify any other employee or agent and advance any such expenses to the full extent provided by the law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, (b) is intended to be retroactive and shall be available with respect to events occurring prior to adoption of this ARTICLE TWENTY-FOURTH, and (c) shall continue as to an indemnitee who has ceased to be a director of officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person.

If a claim under this of this ARTICLE TWENTY-FOURTH is not paid in full within 30 calendar days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid the reasonable expense of prosecuting the claim. It shall be a defense to any such action to enforce a right to indemnification (but not to an action to enforce a right to an advancement of expenses) that the claimant has not met the standard of conduct which makes it permissible under the DGCL to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.

No repeal or modification of this ARTICLE TWENTY-FOURTH shall in any way diminish or adversely affect the rights of any person in respect of any occurrence or matter arising prior to any such repeal or modification. If any provision of this ARTICLE TWENTY-FOURTH shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of this ARTICLE TWENTY-FOURTH shall not in any way be affected or impaired thereby.

The corporation shall not be liable to indemnify any indemnitee under this ARTICLE TWENTY-FOURTH for any amounts paid in settlement of any proceeding (or part thereof) effected without the corporation’s written consent, which consent shall not be unreasonably withheld, or for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such proceeding. The board of directors may establish reasonable procedures for the submission of claims for indemnification pursuant to this ARTICLE TWENTY-FOURTH, determination of the entitlement of any person thereto, and review of any such determination.

NON-DISCRIMATION STATEMENT

TWENTY-FIFTH:Consistent with the corporation's equal employment opportunity policy, nominations for the elections of directors shall be made by the board of directors and voted upon by the stockholders in a manner consistent with these by-laws and without regard to the nominee’s race, color, ethnicity, religion, sex, age, national origin, veteran status, or disability.

NOTICE OF NOMINATION OF DIRECTORS

TWENTY-SIXTH:Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation. Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the board of directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this ARTICLE TWENTY-SIXTH and on the

record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the requirements and notice procedures set forth in this ARTICLE TWENTY-SIXTH. Shareholders will not be entitled to nominate any candidate for director at any annual or special meeting unless the shareholder shall have first provided notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation so that it is received (a) not less than ninety, nor more than one hundred thirty days prior to the anniversary of the prior year’s annual meeting of stockholders with respect to an annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business 90 days prior to such annual meeting or the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder’s notice under this ARTICLE).

Each such notice shall set forth (a) with respect to the nominee, (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee for the past five years, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, (iv) as an appendix, a completed and signed questionnaire, representation and agreement required by this ARTICLE TWENTY-SIXTH, (v) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (vi) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated there under; (b) as to the stockholder giving the notice and the beneficial owner, if

any, on whose behalf the nomination is made (i) the name and record address of such stockholder, as it appears on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder and such beneficial owner, (iii) a description of all arrangements or understandings between such stockholder and such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of , such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to the securities of the corporation (collectively, a “Derivative Instrument”), (v) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice, and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection: with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated there under; and (c) whether such stockholder or beneficial owner has delivered or intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees.

The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a shareholder failed to provide notice of a nomination in accordance with the foregoing procedure, and if he should so determine, he may so declare to the meeting and the defective nomination shall be disregarded.

To be eligible to be a nominee for election as a director of the corporation, a person must deliver in accordance with the time periods prescribed for delivery of notice under this

ARTICLE TWENTY-SIXTH to the secretary of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written request) and a written representation and agreement (in the form provided by the secretary upon written request) that such proposed nominee satisfied the Applicable Qualification Standards (as defined below) and (1) is not and will not become a party to (A) any agreement, arrangement or understanding with , and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (3) in such person’s individual capacity and on behalf of any such person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation. For purposes hereof, “Applicable Qualification Standards” shall mean that the proposed nominee has relevant business experience (taking into account the business experience of the other directors) as determined by the board or a committee thereof, in its sole discretion, and satisfies such other criteria for service on the board of directors as may be established from time to time by the board.

Notwithstanding the provisions of the by-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these by-laws; provided, however that any references in these by-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these by-laws with respect to nominations to be considered pursuant to ARTICLE TWENTY-SIXTH of these by-laws.

STOCKHOLDER PROPOSALS FOR BUSINESS

TO BE TRANSACTED AT MEETING

TWENTY-SEVENTH: At any special meeting of the stockholders, such Business (as defined below) shall be conducted as shall have been brought before the meeting by or at the direction of the board of directors. No business may be transacted at an annual meeting of stockholders, other than Business that is either (a) specified in the notice of meeting (or any supplement thereto), given by or at the direction of the board of directors, (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors or (c) otherwise properly brought before the annual meeting by any stockholder of record of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this ARTICLE TWENTY SEVENTH and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this ARTICLE TWENTY-SEVENTH. With respect to this ARTICLE TWENTY-SEVENTH, “Business” shall mean all matters other than nominations of candidates for and the election of directors. Stockholder nomination of directors for election is governed solely by ARTICLE TWENTY-SIXTH of these by-laws.

In addition to any other applicable requirements (including, without limitation, Securities and Exchange Commission rules and regulations with respect to matters set forth in this ARTICLE TWENTY-SEVENTH), for Business to be properly brought before an annual meeting by a stockholder, (i) such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation, (ii) such Business must be a proper matter for stockholder action under the DGCL, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal is made, has provided the corporation with a Solicitation Notice (as defined herein), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, and must have included in such materials the Solicitation Notice and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this ARTICLE TWENTY-SEVENTH, the

stockholder or beneficial owner proposing such Business must not have solicited a number of proxies sufficient to have required the delivery of the Solicitation Notice under this section.

To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days nor more than 130 days prior to the date of the anniversary of the previous year’s annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or is delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business 90 days prior to such annual meeting or the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public announcement of the date of the annual meeting was first made by the corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for a giving of a stockholder’s notice under this ARTICLE TWENTY-SEVENTH.

To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of Business such stockholder proposes to bring before the annual meeting (i) a brief description of the Business desired to be brought before the annual meeting and the reasons for conducting such Business at the annual meeting, (ii) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii)(A) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder and such beneficial owner and any Stockholder Associated Person, directly or indirectly (“Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and (iii) any person controlled by or under common control with such Stockholder Associated Person), (B) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, beneficial owner or Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation owned by any of them, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder, beneficial owner or Stockholder Associated Person has a right to vote any

shares of any security of the corporation or any person has the right to vote their shares, (D) any short interest in any security of the corporation of such stockholder, beneficial owner or Stockholder Associated Person (for purposes of this provision a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the corporation owned beneficially by such stockholder, beneficial owner or Stockholder Associated Person that are separated or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or Stockholder Associated Person is a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner or Stockholder Associated Person is entitled to base on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such person's immediate family sharing the same household (which information shall be supplemented by such person or beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such Business by such stockholder or beneficial owner and any material interest of such stockholder, beneficial owner or Stockholder Associated Person in such Business, (v) the names and addresses of other stockholders and beneficial owners known by the stockholder or beneficial owner proposing such Business to support the proposal, and the class and number of shares of the corporation’s capital stock known to be beneficially owned by such other stockholders and beneficial owners, (vi) a representation that such stockholder or beneficial owner intends to appear in person or by proxy at the annual meeting to bring such Business before the meeting, and (vii) whether such stockholder or beneficial owner has delivered or intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation's voting shares required to carry the proposal (an affirmative statement of such intent a “Solicitation Notice”).

No business shall be conducted at the annual meeting of stockholders except Business brought before the annual meeting in accordance with the procedures set forth in this ARTICLE TWENTY-SEVENTH, provided, however, that, once Business has been properly brought before the annual meeting in accordance with such procedures, nothing in this ARTICLE TWENTY-SEVENTH shall be deemed to preclude discussion by any stockholder of any such Business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman of the meeting may declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Notwithstanding the foregoing provisions of ARTICLE TWENTY-SEVENTH, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these by-laws; provided, however, that any references in these by-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements of these by-laws applicable to nominations or proposals as to any other business to be considered pursuant to these by-laws, regardless of the stockholder's intent to utilize Rule 14a-8 under the Exchange Act or other federal laws or rules. Nothing in these by-laws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent required by law, the certificate of incorporation or these by-laws.

FORUM SELECTION

TWENTY-EIGHTH: Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine (the actions or proceedings described in clauses (i) through (iv) of this ARTICLE TWENTY-EIGHTH, collectively, an “Intracorporate Proceeding”) shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have

jurisdiction, another state court located within the State of Delaware or, if no state court located within the jurisdiction has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of the capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE TWENTY-EIGHTH.

COST AND EXPENSES

TWENTY-NINTH:To the fullest extent permitted by law, each stockholder will be liable to the corporation (and any subsidiaries or affiliates thereof) for, and indemnify and hold harmless the corporation (and any subsidiaries or affiliates thereof) from and against, all costs, expenses, penalties, fines or other amounts, including without limitation, reasonable attorneys’ and other professional fees, whether third party or internal, arising from such stockholder’s breach of or failure to fully comply with any covenant, condition or provision of these by-laws or the certificate of incorporation of the corporation (including, without limitation, ARTICLE TWENTY-SIXTH through ARTICLE TWENTY-NINTH of these by-laws) or any action by or against the corporation (or any subsidiaries or affiliates thereof), including without limitation, any derivative action or proceeding brought on behalf of the corporation or any other Intracorporate Proceeding in which such stockholder is not the prevailing party, and shall pay such amounts to such indemnitee on demand, together with interest on such amounts, which interest will accrue at the lesser of the corporation’s highest marginal borrowing rate and the maximum amount permitted by law, from the date such costs or the like are incurred until the receipt of payment.

AMENDMENTS OF BY-LAWS

THIRTIETH:These by-laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or board of directors or at any special meeting called for that purpose, by affirmative vote of a majority of the stock issued and outstanding and entitled to vote or of a majority of the directors in office, as the case may be. 20

EXHIBIT 31.1

CERTIFICATIONS

I, Richard A. Hubbell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Marine Products Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---


Date: October 29, 2021	/s/ Richard A. Hubbell
	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONS

I, Ben M. Palmer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Marine Products Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---


Date: October 29, 2021	/s/ Ben M. Palmer
	Ben M. Palmer
	Vice President, Chief Financial Officer, and Corporate Secretary
	(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

To the best of their knowledge the undersigned hereby certify that the Quarterly Report on Form 10-Q of Marine Products Corporation for the period ended September 30, 2021, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78m) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Marine Products Corporation.

Date: October 29, 2021	/s/ Richard A. Hubbell
	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)


Date: October 29, 2021	/s/ Ben M. Palmer
	Ben M. Palmer
	Vice President, Chief Financial Officer and Corporate Secretary
	(Principal Financial and Accounting Officer)