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, 2022 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,
inflation concerns, 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 $118.9 million were 55.2 percent higher during the first
quarter of 2023 compared to the first quarter of 2022 primarily due to an
increase in the average selling price per boat and an increase in unit sales
volumes, as well as an increase in parts and accessories sales. Unit sales
volumes during the first quarter of 2023 increased 39.5 percent in comparison to
the same period of the prior year as we continued to clear inventory of
partially completed units and increased production to satisfy dealer and retail
demand. Average selling price per boat during the first quarter of 2023
increased by 12.1 percent compared to the first quarter of 2022 primarily due to
a favorable model mix among most of our models. Unit sales increased overall
within both our Chaparral and Robalo models.
Cost of goods sold as a percentage of net sales was 75.6 percent of net sales
for the three months ended March 31, 2023 compared to 76.0 percent for the
comparable period in the prior year.
Operating income increased 58.3 percent to $14.5 million during the first
quarter of 2023 from $9.2 million during the same period in the prior year
primarily due to higher net sales. Selling, general and administrative expenses
increased 57.3 percent to $14.5 million during the first quarter of 2023 from
$9.2 million during the same period of the prior year. In the first quarter of
2023, selling, general and administrative expenses include a non-cash settlement
loss of $2.1 million related to the termination of the defined benefit pension
plan. Selling, general and administrative expenses increased primarily due to
the pension settlement loss as well as costs that vary with sales and
profitability, such as incentive compensation, sales commissions and warranty
expense.
OUTLOOK
The discussion of the outlook for 2023 is incorporated herein by reference from
the Company's annual report on Form 10-K for the fiscal year ended December 31,
2022.
We believe that the strong retail demand for new recreational boats which began
with the onset of the COVID-19 pandemic will continue through 2023 though growth
may moderate as retail demand is satisfied and consumers return to more normal
lifestyles coupled with economic concerns and other factors such as rising
interest rates. Beginning in the second quarter of 2020, many consumers chose
recreational boating when they left urban areas to spend time in vacation homes
or in smaller groups, often located near recreational bodies of water.
Recreational boating is a leisure activity that supports this transition because
people perceive it to be a safe outdoor activity which does not involve large
groups of people. We believe that retail demand will continue to exceed the
recreational boating industry's production capacity for the foreseeable future,
though we note that fuel prices, higher interest rates, and concerns regarding a
possible recession in 2023 may reduce consumer demand during 2023. Since many
buyers of smaller recreational boats finance their purchases, higher interest
rates may force them to forgo the purchase of a boat.
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Despite strong consumer demand, industry retail sales declined in 2021 and 2022
because dealers' inventories were depleted, and supply chain and labor problems
hindered recreational boat manufacturers' output capacity. The cost of boat
ownership has increased over the last several years due to increased materials
and labor costs. In addition, higher interest rates have increased the financing
costs of boat ownership. The higher cost of boat ownership may 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. During
the past three model years, Marine Products has produced a smaller number of
models than in previous years to increase production efficiency. In addition,
the average size of the models the Company is producing has increased in
response to evolving retail demand, which continued into the first quarter of
2023.
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. The industry conducted more boat shows
in 2023 than in either of the previous two years due to the easing of COVID-19 -
related restrictions.
Due to strong demand across the recreational sector, key materials and
components have been in tight supply. Supply chain disruptions have delayed the
receipt of both raw materials and key components used in our manufacturing
process, thus delaying production and deliveries to our dealers. Although these
disruptions began to moderate during the fourth quarter of 2022, they still
impact our ability to some extent to meet dealer and retail demand.
Transportation shortages impacted our ability to deliver finished products to
our dealers, though these issues began to moderate during the third and fourth
quarters of 2022. These production and shipment delays caused our working
capital requirements to increase significantly starting in the third quarter of
2021, although our inventory levels began to decline during the fourth quarter
of 2022 and further into the first quarter of 2023 as these issues began to
improve.
Our financial results during 2023 will depend on a number of factors, including
our ability to meet dealer and consumer demand in the face of ongoing supply
chain challenges which have impacted our manufacturing operations. Additional
factors that could impact our results include the availability and cost of
credit to our dealers and consumers, declines in consumer confidence due to
fears of a recession, increasing 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 and the
availability of qualified employee and contract drivers to deliver our finished
products to dealers.
RESULTS OF OPERATIONS
Key operating and financial statistics for the three months ended March 31, 2023
and 2022 are as follows:
Three months ended March 31,
2023 2022
Total number of boats sold 1,278 916
Average gross selling price per boat (in thousands) $ 82.4 $ 73.5
Net sales (in thousands)
$ 118,914 $ 76,612
Percentage of cost of goods sold to net sales 75.6 % 76.0 %
Gross profit margin percent 24.4 % 24.0 %
Percentage of selling, general and administrative
expenses to net sales 12.2 % 12.1 %
Operating income (in thousands) $ 14,489 $ 9,155
Warranty expense (in thousands) $ 1,851 $ 1,097
THREE MONTHS ENDED MARCH 31, 2023 COMPARED TO THREE MONTHS ENDED MARCH 31, 2022
Net sales for the three months ended March 31, 2023 increased $42.3 million or
55.2 percent compared to the same period in 2022. The change in net sales during
the quarter compared to the prior year was due primarily to increases in the
average gross selling price
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per boat and unit sales volumes, as well as an increase in parts and accessories
sales. Unit sales volumes during the first quarter of 2023 increased 39.5
percent in comparison to the same period of the prior year as we continued to
clear inventory of partially completed units and increased production to satisfy
dealer and retail demand. Unit sales increased overall within both our Chaparral
and Robalo models during the first quarter of 2023.
Average selling price per boat during the first quarter of 2023 increased by
12.1 percent compared to the first quarter of 2022 due to a favorable model mix.
Domestic net sales increased 53.1 percent to $111.0 million and international
net sales increased 92.6 percent to $7.9 million compared to the first quarter
of the prior year. In the first quarter of 2023, net sales outside of the United
States accounted for 6.7 percent of net sales compared to 5.4 percent of net
sales in the first quarter of 2022.
Cost of goods sold for the three months ended March 31, 2023 was $89.9 million
compared to $58.2 million for the comparable period in 2022, an increase of
$31.7 million or 54.4 percent. Cost of goods sold as a percentage of net sales
were comparable at 75.6 percent of net sales for the first quarter of 2023 and
76.0 percent for the same period of the prior year.
Selling, general and administrative expenses for the three months ended March
31, 2023 were $14.5 million compared to $9.2 million for the comparable period
in 2022, an increase of $5.3 million or 57.3 percent. In the first quarter of
2023, selling, general and administrative expenses include a non-cash settlement
loss of $2.1 million related to the termination of the defined benefit pension
plan. Selling, general and administrative expenses increased due to the pension
settlement loss as well as costs that vary with sales and profitability, such as
incentive compensation, sales commissions and warranty expense. Selling, general
and administrative expenses as a percentage of net sales were similar at 12.2
percent in the first quarter of 2023 and 12.1 percent in the first quarter of
2022.
Operating income for the three months ended March 31, 2023 was $14.5 million
compared to $9.2 million in the same period in 2022.
Interest income (expense), net for the three months ended March 31, 2023
increased to interest income, net of $483 thousand from interest expense, net of
$17 thousand in the same period of the prior year. Marine Products generates
interest income primarily from investments of excess cash in money market funds.
Additionally, interest expense is recorded for the revolving credit facility,
including fees on the unused portion of the facility and the amortization of
loan costs.
Income tax provision for the first quarter of 2023 reflects an effective tax
rate of 22.9 percent compared to 22.7 percent for the comparable period in the
prior year. The increase in income tax provision is related to an increase in
pretax income. The increase in the 2023 effective tax rate is primarily due to
an increase in detrimental discrete adjustments.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The Company's cash and cash equivalents at March 31, 2023 were $62.6 million
compared to $43.2 million at December 31, 2022. The following table sets forth
the cash flows for the applicable periods:
Three months ended March 31,
(in thousands) 2023 2022
Net cash provided by operating activities $ 26,946 $ 4,519
Net cash used for investing activities
(1,789) (202)
Net cash used for financing activities (5,727) (4,797)
Cash provided by operating activities for the three months ended March 31, 2023
increased $22.4 million compared to the three months ended March 31, 2022. The
net cash provided by operating activities for the three months ended March 31,
2023 includes net income of $11.5 million, a non-cash pension settlement loss of
$2.1 million, coupled with a net favorable change in inventory of $6.2 million,
as well as a net favorable change in other components of our working capital
(including accounts payable and accrued expenses less accounts receivable)
totaling $5.1 million. The net favorable change in inventory is primarily due to
finishing and shipping substantially completed boats from inventory as a result
of improvement of supply chain issues during the first quarter of 2023. The net
favorable change in other components of our working capital are primarily due to
increases in accounts payable and accrued expenses due to the timing of
payments, partially offset by an increase in accounts receivable due to the
timing of shipments during the first quarter of 2023.
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Cash used for investing activities for the three months ended March 31, 2023
increased $1.6 million in comparison to the same period in 2022 due to an
increase in capital expenditures.
Cash used for financing activities for the three months ended March 31, 2023
increased $0.9 million compared to the three months ended March 31, 2022
primarily due to increased dividends paid to common shareholders, coupled with
an increase in stock repurchases related to the vesting of restricted shares.
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 revolving credit facility 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.
Cash Requirements
The Company currently expects that capital expenditures in 2023 will be
approximately $5.4 million, of which $1.8 million has been spent through March
31, 2023.
The Company participates in a multiple employer Retirement Income Plan (Plan),
sponsored by RPC, Inc. ("RPC"). The Company did not contribute to this Plan
during the three months ended March 31, 2023 and currently does not expect to
make additional contributions.
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
March 31, 2023, there were 1,570,428 shares that remained available for
repurchase under the current authorization. There were no shares repurchased
under this program during the three months ended March 31, 2023 and March 31,
2022.
On April 25, 2023, the Board of Directors declared a regular quarterly cash
dividend of $0.14 per share payable June 9, 2023 to common stockholders of
record at the close of business May 10, 2023. 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.
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 three months ended March 31,
2023 and March 31, 2022.
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.
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The Company currently has an agreement with one of the floor plan lenders
whereby the contractual repurchase limit, subject to minimum of $8.0 million, 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 a repurchase limit of $8.3 million as of March
31, 2023. The Company has contractual repurchase agreements with additional
lenders with an aggregate maximum repurchase obligation of approximately $6.3
million with various expiration and cancellation terms of less than one year,
for an aggregate repurchase obligation with all financing institutions of
approximately $14.6 million as of March 31, 2023.
CERTAIN RELATED PARTY TRANSACTIONS
In conjunction with its spin-off from RPC, Inc. 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 $306 thousand for the three months ended March 31, 2023 and
approximately $253 thousand for the three months ended March 31, 2022.
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 $40 thousand for both
the three months ended March 31, 2023 and March 31, 2022.
During the first quarter of 2023, as part of the termination of the defined
benefit pension plan, the Company and RPC completed an annuity purchase to
transfer the risk from the Plan to a commercial annuity provider for
substantially all of the remaining Plan participants through the liquidation of
investments in the Plan. In connection with this, the Company recorded a
receivable of approximately $430 thousand from RPC which represents funds paid
from the Company's assets in the Plan to settle a portion of RPC's participant
liabilities as of March 31, 2023. The Company expects this amount will be repaid
in the second quarter of 2023.
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, 2022. There have been no significant changes in the critical
accounting policies since year-end.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 in the accompanying 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.
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INFLATION
During 2021 and 2022, inflation in the general economy had increased to its
highest level in more than 40 years due to economic growth following the
COVID-19 pandemic, labor shortages and U.S. fiscal policy. As a result, the
market prices of the raw materials used by the Company's manufacturing processes
increased during these periods. In addition, the Company purchases components of
which there are a limited number of suppliers, most of whom are experiencing
significant customer orders impacting their ability to provide needed supply
quantities. The costs of most of these components 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. In response to
historically high consumer demand as well as higher raw materials and components
costs, the Company increased the prices for its products periodically beginning
in the third quarter of 2021 and continuing through the beginning of the 2023
model year. During the third and fourth quarters of 2022, the prices of many raw
materials used in the Company's manufacturing processes began to decline, and
transportation became more available and less expensive, thus easing the
Company's cost pressures. Thus far, price increases of raw materials and
component costs in recent periods have had no discernible negative impact on the
Company's sales due to high consumer demand and strong order backlogs which has
allowed Marine Products to maintain its profit margins. However, if in the
future the Company is forced to raise the prices of its products due to
increased raw materials and component costs, it may not be able to continue to
pass these increased costs along to dealers and consumers, which could impact
the Company's profit margins. Furthermore, such higher product prices may compel
consumers to choose smaller boats, boats with fewer features or delay the
purchase of a boat 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. The Company believes that the recent increases in interest rates
creates a risk to retail demand for recreational boats. However, we do not
believe that this risk will impact production and sales in the near future due
to other factors, such as historically low dealer inventories, high dealer order
backlog, and indications of consumer demand that extend into the 2023 retail
selling season.
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
plans to closely monitor 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; our plans
to 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 belief that our
financial results are affected by consumer confidence; our belief that the
strong retail demand for new recreational boats will continue during 2023
because of the ongoing impact on consumer preferences caused by the COVID-19
pandemic and will endure during the foreseeable future; our belief 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; our belief that retail demand will continue to exceed the recreational
boating industry's production capacity for the foreseeable future and statements
that high fuel prices and concerns regarding a possible recession in 2023 may
reduce consumer demand during 2023; statements that since many recreational boat
purchasers finance their purchases, higher interest may force them to forgo the
purchase of a boat; our belief that in spite of strong consumer demand, retail
unit sales in 2021 and 2022 declined compared to comparable prior year periods
because of the industry's supply chain and labor problems which have prevented
recreational boat manufacturers from producing sufficient units to meet retail
demand; our belief that the higher cost of boat ownership may discourage
consumers from purchasing recreational boats; our belief that, for years, we
have been improving our customer service capabilities, marketing strategies and
sales promotions to attract more consumers to recreational boating as well as
improve consumers' boating experiences; our belief that the recreational boating
industry's promotional program has incrementally benefited the industry and
Marine Products; our intentions to continue to produce a smaller number of
models than in previous years in order to increase production efficiency;
statement that the average size of the models we are producing has increased in
response to evolving retail demand, although concern regarding higher fuel
prices may encourage consumers to purchase smaller boats, which use less fuel;
our plans to continue to attend upcoming boat shows and our belief that the
number of boat shows will increase as pandemic-related restrictions continue to
ease; 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 throughout 2023; our plans to concentrate on
production and delivery scheduling to decrease our inventory levels to the
extent possible; our belief that our financial results during 2023 will depend
on a number of factors, including our ability to meet dealer and consumer demand
in the face of ongoing supply chain challenges which have
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impacted our manufacturing operations, the availability and cost of credit to
our dealers and consumers; increasing 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 and the
availability of qualified employee and contract drivers to deliver our finished
products to dealers; 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 and the Company's revolving
credit facility will provide sufficient capital to meet our requirements for at
least the next twelve months; our expectations that capital expenditures in 2023
will be approximately $5.4 million; our expectation to continue to pay cash
dividends to common stockholders; our plans to continue to monitor the risk of
defaults and resulting repurchase obligations based in part on information
provided by third-party floor plan lenders and our plans to adjust the guarantee
liability at the end of each reporting period based on information reasonably
available at that time; our belief that if we are forced to continue raising the
prices of our products due to increased raw materials and component costs, we
may not be able to continue to pass these increased costs along to the dealers
and consumers, which could impact the Company's profit margins; our belief that
higher product prices may compel consumers to choose smaller boats, boats with
fewer features or delay the purchase of a boat altogether; statements,
generally, 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 these
risks will not impact production or sales in the near future due to other
factors, such as historically low dealer inventories, higher dealer order
backlog, and indications of consumer demand that extends beyond the 2023 retail
selling season; statements that we do not expect any material changes in market
risk exposure or how those risks are managed; 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.
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, 2022.
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