MARINE PRODUCTS CORPORATION

MARINE PRODUCTS CORPORATION_March 31, 2026

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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 March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

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)

(404) 321-7910

Registrant’s telephone number, including area code

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 April 24, 2026, Marine Products Corporation had 34,234,398 shares of common stock outstanding.

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Marine Products Corporation

Table of Contents

		Page No.
Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – As of March 31, 2026 and December 31, 2025	3

	Consolidated Statements of Operations – for the three months ended March 31, 2026 and 2025	4

	Consolidated Statements of Stockholders’ Equity – for the three months ended March 31, 2026 and 2025	5

	Consolidated Statements of Cash Flows – for the three months ended March 31, 2026 and 2025	6

	Notes to Consolidated Financial Statements	7 - 15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II. Other Information

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

Signatures		28

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026, AND DECEMBER 31, 2025

(In thousands, except shares and par value data)


		March 31,		December 31,
		2026		2025
ASSETS			(Unaudited)	(Note 1)
Cash and cash equivalents		$	45,799	$	43,512
Accounts receivable, net			5,201		6,865
Inventories			55,103		54,691
Income taxes receivable			2,865		2,208
Prepaid expenses and other current assets			4,200		3,302
Total current assets			113,168		110,578
Property, plant and equipment, net			22,357		22,650
Goodwill			3,308		3,308
Other intangibles, net			465		465
Deferred income taxes			4,890		5,217
Other long-term assets			5,012		5,014
Total assets		$	149,200	$	147,232

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable		$	14,490	$	6,648
Accrued expenses and other liabilities			15,000		13,960
Total current liabilities			29,490		20,608
Other long-term liabilities			1,654		1,659
Total liabilities			31,144		22,267
Commitments and contingencies (Note 15)

Stockholders’ Equity
Preferred stock, $0.10 par value, 1,000,000 shares authorized, none issued			—		—
Common stock, $0.10 par value, 74,000,000 shares authorized, issued and outstanding – 35,234,398 shares in 2026 and 34,998,034 shares in 2025			3,523		3,500
Capital in excess of par value			—		—
Retained earnings			114,533		121,465
Total stockholders’ equity			118,056		124,965
Total liabilities and stockholders’ equity		$	149,200	$	147,232

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

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands except per share data)

(Unaudited)


	Three months ended March 31,
	2026		2025
Net sales	$	66,533	$	59,002
Cost of goods sold		55,462		48,049
Gross profit		11,071		10,953
Selling, general and administrative expenses		8,824		8,340
Merger related costs		4,966		—
Operating (loss) income		(2,719)		2,613
Interest income, net		325		442
(Loss) income before income taxes		(2,394)		3,055
Income tax (benefit) provision		(329)		849
Net (loss) income	$	(2,065)	$	2,206

(Loss) earnings per share
Basic	$	(0.06)	$	0.06
Diluted	$	(0.06)	$	0.06

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

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands)

(Unaudited)

Three months ended March 31,

Capital in

Common Stock

Excess of

Retained

 

Shares

 

Amount

 

Par Value

 

Earnings

 

Total

Balance, December 31, 2025

34,998

3,500

—

121,465

124,965

Stock issued for stock incentive plans, net

378

1,387

—

1,424

Stock purchased and retired

(142)

(14)

(1,387)

(1,335)

Net loss

—

(2,065)

Cash dividends ($0.14 per share)

—

(4,933)

Balance, March 31, 2026

35,234

3,523

—

114,533

118,056


	Three months ended March 31,
				Capital in
	Common Stock			Excess of		Retained
	Shares	Amount		Par Value		Earnings		Total
Balance, December 31, 2024	34,707	$	3,471	$	—	$	125,532	$	129,003
Stock issued for stock incentive plans, net	363		36		1,105		—		1,141
Stock purchased and retired	(115)		(12)		(1,105)		62		(1,055)
Net income	—		—		—		2,206		2,206
Cash dividends ($0.14 per share)	—		—		—		(4,894)		(4,894)
Balance, March 31, 2025	34,955	$	3,495	$	—	$	122,906	$	126,401

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

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands)

(Unaudited)


	Three months ended March 31,
	2026		2025
OPERATING ACTIVITIES
Net (loss) income	$	(2,065)	$	2,206
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		785		789
Stock-based compensation expense		1,424		1,141
Gain on disposition of assets, net		4		—
Deferred income tax provision (benefit)		327		(76)

(Increase) decrease in assets:
Accounts receivable		1,664		(3,617)
Income taxes receivable		(657)		378
Inventories		(412)		(2,904)
Prepaid expenses and other current assets		(898)		(1,751)
Other long-term assets		2		392
Increase (decrease) in liabilities:
Accounts payable		7,842		13,110
Accrued expenses and other liabilities		1,040		1,477
Other long-term liabilities		(5)		(376)
Net cash provided by operating activities		9,051		10,769

INVESTING ACTIVITIES
Capital expenditures		(496)		(96)
Net cash used for investing activities		(496)		(96)

FINANCING ACTIVITIES
Payment of dividends		(4,933)		(4,894)
Cash paid for common stock purchased and retired		(1,335)		(1,055)
Net cash used for financing activities		(6,268)		(5,949)


Net increase in cash and cash equivalents		2,287		4,724
Cash and cash equivalents at beginning of period		43,512		52,379
Cash and cash equivalents at end of period	$	45,799	$	57,103

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

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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 (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The Consolidated Balance Sheet at December 31, 2025 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, 2025.

A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess of fifty percent of the Company’s voting power.

2. PROPOSED TRANSACTION WITH MASTERCRAFT

On February 5, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), Titan Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”), and the Company. The Merger Agreement, among other things, provides for the combination of MasterCraft and Marine Products in a stock-and-cash transaction whereby (i) Merger Sub I will merge with and into Marine Products (the "First Merger”), with Marine Products surviving the First Merger as a direct wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, Marine Products will merge into Merger Sub II (the "Second Merger” and, together with the First Merger, the "Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft.

Under the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each share of Marine Products common stock, par value $0.10 per share, will be converted to the right to receive 0.232 shares (the “Stock Consideration”) of MasterCraft common stock and $2.43 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”).

The completion of the Mergers remains subject to customary closing conditions, including, but not limited to: (i) the approval of the Merger Agreement by the affirmative vote of the holders of a majority in voting power of the outstanding Marine Products common stock entitled to vote thereon, (ii) the approval of the issuance of shares of MasterCraft common stock to be issued in the First Merger by the affirmative vote of the holders of a majority in voting power of the outstanding MasterCraft common stock present in person or by proxy and entitled to vote thereon at a meeting of MasterCraft stockholders, (iii) the absence of any injunction or order by any court or other governmental entity restraining, enjoining, preventing or otherwise prohibiting the consummation of the Mergers, and (iv) the absence of a material adverse effect with respect to each of MasterCraft and Marine Products.

Merger related costs for the three months ended March 31, 2026 were $5.0 million primarily for various transaction fees associated with the Mergers. These costs are recorded in Merger related expenses , including the full text of the Merger Agreement, in the accompanying Consolidated Statements of Operations.

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Further information regarding the Mergers, including the full text of the Merger Agreement, is provided in our Current Report on Form 8-K filed with the SEC on February 5, 2026, which is incorporated by reference herein.

3. RECENT ACCOUNTING STANDARDS

Recently Issued Accounting Standards Update (“ASU”) Not Yet Adopted:

ASU 2025-11: Interim Reporting (Topic 270): Narrow-Scope Improvements: This ASU updates existing guidance related to interim reporting. This amendment provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on its consolidated financial statements.

ASU 2025-06: Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: This ASU updates existing guidance related to the capitalization of development costs for internal-use software. These amendments update the threshold required to start capitalizing software costs and remove references to a sequential software development method. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

ASU 2024-03: Income Statement (Topic 220): Disaggregation of Income Statement Expenses: The amendments in this ASU require public companies to disclose, in interim and year-end reporting periods, additional information about certain expenses in the financial statements. These disclosures are effective beginning with 2027 annual reports, and interim reports beginning with the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

4. NET SALES

Accounting Policy:

MPC’s contract revenues are generated principally from selling to independent dealers the following: (1) fiberglass motorized boats and accessories and (2) parts. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. Satisfaction of contract terms occurs 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 the note titled Warranty Costs. 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

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

●

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.

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:


	Three months ended
	March 31,
(in thousands)	2026		2025
Boats and accessories	$	65,166	$	57,674
Parts		1,367		1,328
Net sales	$	66,533	$	59,002

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table disaggregates our revenues between domestic and international:


	Three months ended
	March 31,
(in thousands)	2026			2025
Domestic	$	62,133		$	54,267
International		4,400			4,735
Net sales	$	66,533		$	59,002

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 in the accompanying Consolidated Balance Sheets.


		March 31,			December 31,
(in thousands)		2026			2025
Deferred revenue		$	603		$	1,185

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

5. (LOSS) 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 are as follows:


	Three months ended
	March 31,
(in thousands)	2026		2025
Net (loss) income available for stockholders:	$	(2,065)	$	2,206
Less: Adjustments for earnings attributable to participating securities		(122)		(129)
Net (loss) income used in calculating (loss) earnings per share	$	(2,187)	$	2,077

Weighted average shares outstanding (including participating securities)		35,167		34,877
Adjustment for participating securities		(810)		(633)
Shares used in calculating basic and diluted earnings per share		34,357		34,244

6. STOCK-BASED COMPENSATION

The Company has issued various forms of stock incentives, including incentive and non-qualified stock options, time-lapse restricted shares, and performance stock unit awards under its Stock Incentive Plans to officers, selected employees and non-employee directors.

In the first quarter of 2026, the Company issued 380,200 time-lapse restricted shares under the 2024 Stock incentive Plan, to certain employees that will vest ratably over a period of three years. In addition, the Company granted performance share unit awards to its executive officers that vest at different levels based on the achievement of pre-established financial performance targets together with a modifier for stock performance based on total shareholder return. The awards are issued at different levels ranging among threshold, target and maximum with interpolation used for financial performance achieved within those levels.

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MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

PSUs are subject to a three-year cliff vesting. The Company periodically evaluates the portion of awards that are probable to vest and updates the compensation expense accrual accordingly.

As of March 31, 2026, there were 1,926,214 shares available for grant under the Company’s 2024 Stock Incentive Plan, which has a 10-year term.

Treatment of Marine Products Equity Awards in the Proposed Transaction with MasterCraft

Immediately prior to the First Effective Time, each outstanding Marine Products restricted stock award ("Marine Products RSAs”), will accelerate and vest in full and be treated in the same manner as shares of Marine Products common stock for purposes of receiving the Merger Consideration, except that Marine Products RSAs awarded in 2026 and held by employees who continue with the combined company following the closing date (the “Assumed RSAs”) will convert into MasterCraft RSAs, with the same time-vesting restrictions as the existing Marine Products RSAs, provided that the Assumed RSAs will also include double-trigger change-in-control vesting provisions following the Mergers. In addition, each unvested Marine Products performance stock unit (“Marine Products PSU”) with an incomplete performance period as of the closing date of the Mergers will vest based on “target” performance and be treated in the same manner as shares of Marine Products common stock for purposes of receiving the Merger Consideration, while each unvested Marine Products PSU with a completed performance period as of the closing date of the Mergers will vest based on “actual” performance and be treated in the same manner as shares of Marine Products common stock for purposes of receiving the Merger Consideration.

7. 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 transferable. Additionally, as it relates to the second subsequent owner, a five-year transferable 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 three months ended March 31, 2026 and 2025 is as follows:


(in thousands)		2026		2025
Balance at January 1		$	6,275	$	6,228
Less: Payments made during the period			(886)		(1,110)
Add: Warranty provision for the period			1,011		882
Changes to warranty provision for prior periods

SEC Form 10-Q filed by Marine Products Corporation