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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 5, 2026
Marine Products Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-16263 | 58-2572419 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2801
Buford Highway NE, Suite 300,
Atlanta, Georgia
30329
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (404) 321-7910
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.10 par value | MPX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 2.02. Results of Operations and Financial Condition.
On February 5, 2026, Marine Products Corporation (“Marine Products”) announced its financial results for the fourth quarter and full year 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 8.01. Other Events.
On February 5, 2026, Marine Products and MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 5, 2026, by and among Marine Products, MasterCraft, Titan Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of MasterCraft, and Titan Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of MasterCraft (the “Merger Agreement”), providing for the acquisition of Marine Products by MasterCraft. A copy of the joint press release announcing the execution of the Merger Agreement is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
In connection with the announcement of the Merger Agreement, Marine Products issued an investor presentation containing supplemental information regarding the transactions, a copy of which is attached as Exhibit 99.3 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished as part of this report:
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 5, 2026 | |
| 99.2 | Joint Press Release dated February 5, 2026 | |
| 99.3 | Investor Presentation dated February 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K (this “Current Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause MasterCraft’s, Marine Products’ or the combined company’s actual results, levels of activity, performance, or achievements or those of the boating industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.
Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to the completion of the proposed transactions are not satisfied in a timely manner or at all; the possibility that competing offers or transaction proposals may be made; the risks arising from the integration of the MasterCraft and Marine Products businesses; the risk that the anticipated benefits and synergies of the proposed transactions may not be realized when expected or at all and that the proposed transactions may not be completed in a timely manner or at all; the risk of unexpected costs or expenses resulting from the proposed transactions; the risk of litigation related to the proposed transactions, including resulting expense or delay; the risks related to disruption to ongoing business operations and diversion of management’s time as a result of the proposed transactions; the risk that the proposed transactions may have an adverse effect on the ability of MasterCraft and Marine Products to retain key personnel, dealers and suppliers; the risk that the credit ratings of the combined company declines following the proposed transactions; the risk that the announcement or the consummation of the proposed transactions has a negative effect on the market price of the capital stock of MasterCraft and Marine Products or on MasterCraft’s and Marine Products’ operating results; the risk of product liability litigation or government or regulatory action, including related to product liability claims; the risk of product efficacy or safety concerns resulting in product recalls or regulatory action; risks relating to inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and other constraints on trade affecting the countries where MasterCraft and Marine Products operate and the resulting negative impacts on each company’s supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of MasterCraft’s and Marine Products’ raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including dealers, suppliers and financial institutions with which MasterCraft’s and Marine Products’ do business), impairment of goodwill and intangible assets and projections of operating results and other factors that may affect impairment testing; changes in customer preferences; severe weather conditions; regional instabilities and hostilities; potential competitive pressures on selling prices for the products of MasterCraft and Marine Products; general economic and political conditions globally and in the markets in which MasterCraft and Marine Products do business; the ability to maintain key dealer relationships, competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges to intellectual property protections; the ability of MasterCraft and Marine Products to successfully execute business development strategy and other strategic plans; changes to applicable laws and regulations and other requirements imposed by stakeholders; and changes in behavior and spending patterns of consumers.
These and other important factors discussed under the caption “Risk Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this Current Report.
Any such forward-looking statements represent estimates as of the date of this Current Report. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report. Marine Products undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Additional Information and Where to Find It
In connection with the proposed transactions, MasterCraft intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of MasterCraft common stock to be issued in the proposed transactions and a joint proxy statement/prospectus for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to stockholders of MasterCraft and Marine Products. Each of MasterCraft and Marine Products may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine Products may mail to their respective stockholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED TRANSACTIONS.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MasterCraft will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com, or, alternatively, by directing a request by email to MasterCraft at investorrelations@mastercraft.com and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com.
Participants in the Solicitation
MasterCraft, Marine Products and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the proposed transactions under the rules of the SEC. Information about MasterCraft’s directors and executive officers is available in MasterCraft’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of MasterCraft common stock by the directors and executive officers of MasterCraft have changed from the amounts of MasterCraft common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001638290). Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement dated March 12, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from the amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001129155). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC’s website at www.sec.gov or from MasterCraft or Marine Products using the sources indicated above.
No Offer or Solicitation
This Current Report does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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 hereunto duly authorized.
| MARINE PRODUCTS CORPORATION | ||
| Date: February 5, 2026 | By: | /s/ Michael L. Schmit |
| Michael L. Schmit | ||
| Vice President and Chief Financial Officer | ||
Exhibit 99.1
Page 1
Fourth Quarter 2025 Earnings Press Release
Marine Products Corporation Reports Fourth Quarter
and Full Year 2025 Financial Results
ATLANTA, February 5, 2026 – Marine Products Corporation (NYSE: MPX) (the “Company”), a leading manufacturer of fiberglass boats, announced its unaudited results for the fourth quarter and full year ended December 31, 2025.
* Non-GAAP measures, including EBITDA, EBITDA margin, adjusted net income, adjusted net income margin, and free cash flow are reconciled to the most directly comparable GAAP measures in the appendices of this earnings release.
* All comparisons are year-over-year to 4Q:24 unless stated otherwise.
Fourth Quarter 2025 Results
| · | Net sales increased 35% year-over-year to $64.6 million |
| · | Net income was $2.4 million, down 45% year-over-year, and diluted Earnings Per Share (EPS) was $0.07; Net income margin decreased 520 basis points to 3.7% |
| · | Adjusted net income, was $3.4 million, and adjusted diluted Earnings per Share (EPS) was $0.10. Adjustments relate to taxes on company owned life insurance policies liquidated in 4Q:25 as part of the previously announced dissolution of the non-qualified supplemental retirement income plan |
| · | Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) was $4.5 million, up 3% year-over-year; EBITDA margin decreased 220 basis points to 7.0% |
| · | The Company generated strong operating and free cash flow, ending the quarter with approximately $43.5 million in cash and no debt |
Full Year 2025 Results
| · | Net sales increased 3% year-over-year to $244.4 million |
| · | Net income was $11.4 million, down 36% year-over-year, and diluted Earnings Per Share (EPS) was $0.32; Net income margin decreased 280 basis points to 4.7% |
| · | Adjusted net income was $12.4 million, and adjusted diluted Earnings per Share (EPS) was $0.35. Adjustments relate to taxes on company owned life insurance policies liquidated in 4Q:25 as part of the previously announced dissolution of the non-qualified supplemental retirement income plan |
| · | Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) was $17.2 million, down 18% year-over-year; EBITDA margin decreased 190 basis points to 7.0% |
4Q:25 Consolidated Financial Results (year-over-year comparisons versus 4Q:24)
Net sales were $64.6 million, up 35%. The increase in net sales was primarily due to a price/mix increase of 12%, and a 22% increase in the number of boats sold during the quarter.
| Page |
Fourth Quarter 2025 Earnings Press Release
Gross profit was $12.7 million, up 39%. Gross margin was 19.6%, up 40 basis points versus the prior year period.
Selling, general and administrative expenses were $8.9 million, up 61%, and represented 13.9% of net sales, up 230 basis points versus 4Q:24.
Interest income of $376 thousand decreased due to lower cash balances and lower interest rates.
Income tax provision was $1.8 million, or 42.5% of income before income taxes, up primarily due to the tax impact of the liquidation of company-owned life insurance policies that were part of the previously announced dissolution of a non-qualified supplemental retirement income plan.
Net income and diluted EPS were $2.4 million and $0.07, respectively, down from $4.3 million and $0.12, respectively, in 4Q:24. Net income margin was 3.7%, down 520 basis points.
EBITDA was $4.5 million, up from $4.4 million. EBITDA margin was 7.0%, down 220 basis points from last year’s fourth quarter.
Balance Sheet, Cash Flow and Capital Allocation
Cash and cash equivalents were $43.5 million at the end of 4Q:25, with no outstanding borrowings under the Company’s $20 million revolving credit facility.
Net cash provided by operating activities and free cash flow were $16.5 million and $14.9 million, respectively, year-to-date through 4Q:25.
Payment of dividends totaled $19.6 million year-to-date through 4Q:25.
Conference Call Information
Due to this morning’s joint announcement with MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT), the Company will not be hosting a conference call to discuss results for the quarter.
About Marine Products
Marine Products Corporation is a leading manufacturer of high-quality fiberglass boats under the brand names Chaparral and Robalo. Chaparral’s sterndrive models include SSi Sportboats and SSX Luxury Sportboats, and the GTS SURF Series. Chaparral’s outboard offerings include OSX Luxury Sportboats, the SSi Outboard Bowriders, and SSX Luxury Sportboats. Robalo builds an array of outboard sport fishing models, which include Center Consoles, Dual Consoles and Cayman Bay Boats. For more information on Marine Products Corporation visit our website at www.marineproductscorp.com, charparralboats.com, and robalo.com.
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Fourth Quarter 2025 Earnings Press Release
Forward Looking Statements
Certain statements and information included in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements that look forward in time or express management’s beliefs, expectations, hopes or strategies. In particular, such statements include, without limitation, those relating to the proposed transaction with MasterCraft. Risk factors that could cause such future events not to occur or our strategies not to succeed as expected include the following: our ability to consummate the pending combination with MasterCraft on the proposed terms or on the proposed timeline, or at all, including risks and uncertainties related to securing the necessary regulator and stockholder approvals and the satisfaction of other closing conductions; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement relating to the transition with MasterCraft, effects relating to the announcement of the pending combination with MasterCraft, including on the market price of our common stock and our relationships with customers, employees, dealers and suppliers, and the risk of potential stockholder litigation associated with the pending combination with MasterCraft; negative economic conditions, including increased tariffs, unavailability of credit and possible decreases in the level of consumer confidence impacting discretionary spending; business interruptions due to, e.g., adverse weather conditions, supply chain disruptions and/or further increased interest rates; our retail incentives and allowances may not successfully increase consumer demand as anticipated; due to negative impacts to the overall economy, industry; competition; our adjustments to production levels may not match demand; increased cost of boat ownership makes it more difficult to raise prices in the future to compensate for increased costs; our new model launches may not match dealer and consumer preferences, which are inherently uncertain; and our ability to manage manufacturing costs may be constrained in light of lower production levels and/or higher materials costs due to unexpected or increased tariffs and/or higher inflation. Additional factors that could cause the actual results to differ materially from management’s projections, forecasts, estimates and expectations are contained in Marine Products’ Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2024.
Joshua Large
Vice President, Corporate Finance and Investor Relations
(404) 321-2152
jlarge@marineproductscorp.com
Michael L. Schmit
Chief Financial Officer
(404) 321-7910
irdept@marineproductscorp.com
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Fourth Quarter 2025 Earnings Press Release
MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data)
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Net sales | $ | 64,571 | $ | 47,818 | $ | 244,419 | $ | 236,555 | ||||||||
| Cost of goods sold | 51,886 | 38,660 | 197,644 | 191,057 | ||||||||||||
| Gross profit | 12,685 | 9,158 | 46,775 | 45,498 | ||||||||||||
| Selling, general and administrative expenses | 8,946 | 5,567 | 32,747 | 27,376 | ||||||||||||
| Gain on disposition of assets, net | — | (93 | ) | — | (144 | ) | ||||||||||
| Operating income | 3,739 | 3,684 | 14,028 | 18,266 | ||||||||||||
| Interest income, net | 376 | 512 | 1,737 | 2,876 | ||||||||||||
| Income before income taxes | 4,115 | 4,196 | 15,765 | 21,142 | ||||||||||||
| Income tax provision (benefit) | 1,750 | (71 | ) | 4,382 | 3,289 | |||||||||||
| Net income | $ | 2,365 | $ | 4,267 | $ | 11,383 | $ | 17,853 | ||||||||
| EARNINGS PER SHARE (1) | ||||||||||||||||
| Basic | $ | 0.07 | $ | 0.12 | $ | 0.32 | $ | 0.50 | ||||||||
| Diluted | $ | 0.07 | $ | 0.12 | $ | 0.32 | $ | 0.50 | ||||||||
| AVERAGE SHARES OUTSTANDING (1) | ||||||||||||||||
| Basic | 34,999 | 34,707 | 34,965 | 34,689 | ||||||||||||
| Diluted | 34,999 | 34,707 | 34,965 | 34,689 | ||||||||||||
(1) Earnings per share reflects a reduction of $0.01 for the twelve months ended December 31, 2025 and 2024, due to the adjustment for earnings attributable to participating securities under the two-class method. Special dividend paid in Q2 2024 resulted in a reduction of $1,108 for earnings attributable to participating securities during the twelve months ended December 31, 2024. Average shares outstanding were reduced by 910 and 877 shares of participating securities for the years ended December 31, 2025 and 2024, respectively, under the two-class method. Participating securities are share-based payment awards with non-forfeitable rights to dividends.
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Fourth Quarter 2025 Earnings Press Release
MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (in thousands) | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 43,512 | $ | 52,379 | ||||
| Accounts receivable, net | 6,865 | 4,176 | ||||||
| Inventories | 54,691 | 49,960 | ||||||
| Income taxes receivable | 2,208 | 439 | ||||||
| Prepaid expenses and other current assets | 3,302 | 3,040 | ||||||
| Total current assets | 110,578 | 109,994 | ||||||
| Property, plant and equipment, net | 22,650 | 24,247 | ||||||
| Goodwill | 3,308 | 3,308 | ||||||
| Other intangibles, net | 465 | 465 | ||||||
| Deferred income taxes | 5,217 | 9,729 | ||||||
| Retirement plan assets | — | 18,489 | ||||||
| Other long-term assets | 5,014 | 5,015 | ||||||
| Total assets | $ | 147,232 | $ | 171,247 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Liabilities | ||||||||
| Accounts payable | $ | 6,648 | $ | 5,499 | ||||
| Accrued expenses and other liabilities | 13,960 | 13,425 | ||||||
| Total current liabilities | 20,608 | 18,924 | ||||||
| Retirement plan liabilities | — | 21,667 | ||||||
| Other long-term liabilities | 1,659 | 1,653 | ||||||
| Total liabilities | 22,267 | 42,244 | ||||||
| Stockholders' Equity | ||||||||
| Preferred stock | — | — | ||||||
| Common stock | 3,500 | 3,471 | ||||||
| Capital in excess of par value | — | — | ||||||
| Retained earnings | 121,465 | 125,532 | ||||||
| Total stockholders' equity | 124,965 | 129,003 | ||||||
| Total liabilities and stockholders' equity | $ | 147,232 | $ | 171,247 | ||||
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Fourth Quarter 2025 Earnings Press Release
MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| (in thousands) | ||||||||
| Year Ended December 31, | 2025 | 2024 | ||||||
| (Unaudited) | ||||||||
| OPERATING ACTIVITIES | ||||||||
| Net income | $ | 11,383 | $ | 17,853 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 3,138 | 2,786 | ||||||
| Working capital | (7,818 | ) | 6,036 | |||||
| Other operating activities | 9,761 | 2,851 | ||||||
| Net cash provided by operating activities | 16,464 | 29,526 | ||||||
| INVESTING ACTIVITIES | ||||||||
| Capital expenditures | (1,541 | ) | (4,596 | ) | ||||
| Proceeds from benefit plan financing arrangement | 20,715 | — | ||||||
| Distribution from benefit plan financing arrangement | (23,855 | ) | — | |||||
| Proceeds from sale of assets | — | 163 | ||||||
| Net cash used for investing activities | (4,681 | ) | (4,433 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Payment of dividends | (19,595 | ) | (43,733 | ) | ||||
| Cash paid for common stock purchased and retired | (1,055 | ) | (933 | ) | ||||
| Net cash used for financing activities | (20,650 | ) | (44,666 | ) | ||||
| Net decrease in cash and cash equivalents | (8,867 | ) | (19,573 | ) | ||||
| Cash and cash equivalents at beginning of period | 52,379 | 71,952 | ||||||
| Cash and cash equivalents at end of period | $ | 43,512 | $ | 52,379 | ||||
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Fourth Quarter 2025 Earnings Press Release
Non-GAAP Measures
Marine Products Corporation has used the non-GAAP financial measures of adjusted net income, adjusted net income margin, adjusted earnings per share, EBITDA, EBITDA margin, and free cash flow in today's earnings release. These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP. Management believes that presenting these non-GAAP measures enables investors to compare our operating performance consistently over various time periods without regard to changes in our capital structure. Management believes that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating Marine Products’ liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of our liquidity. Additionally, Marine Products’ definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view free cash flow as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows.
A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
Set forth in the appendices below are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures. These reconciliations also appear on Marine Products Corporation’s investor website, which can be found on the Internet at www.marineproductscorp.com.
Appendix A
| (Unaudited) | Three Months Ended | Year Ended | ||||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | ||||||||||||
|
Reconciliation of Net Income to Adjusted Net Income (In thousands) |
||||||||||||||||
| Net income | $ | 2,365 | $ | 4,267 | $ | 11,383 | $ | 17,853 | ||||||||
| Adjustments: | ||||||||||||||||
| Add: Taxes on company owned life insurance liquidation | 1,039 | — | 1,039 | — | ||||||||||||
| Adjusted net income | $ | 3,404 | $ | 4,267 | $ | 12,422 | $ | 17,853 | ||||||||
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Fourth Quarter 2025 Earnings Press Release
| (Unaudited) | Three Months Ended | Year Ended | ||||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Reconciliation of Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share | ||||||||||||||||
| Diluted earnings per share | $ | 0.07 | $ | 0.12 | $ | 0.32 | $ | 0.50 | ||||||||
| Adjustments: | ||||||||||||||||
| Add: Taxes on company owned life insurance liquidation | 0.03 | — | 0.03 | — | ||||||||||||
| Adjusted diluted earnings per share | $ | 0.10 | $ | 0.12 | $ | 0.35 | $ | 0.50 | ||||||||
| Weighted average shares outstanding (in thousands) | 34,999 | 34,707 | 34,965 | 34,689 | ||||||||||||
Appendix B
| (Unaudited) | Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Reconciliation of Net Income to EBITDA and Net Income Margin to EBITDA Margin | ||||||||||||||||
| Net income | $ | 2,365 | $ | 4,267 | $ | 11,383 | $ | 17,853 | ||||||||
| Adjustments: | ||||||||||||||||
| Add: Income tax provision (benefit) | 1,750 | (71 | ) | 4,382 | 3,289 | |||||||||||
| Add: Depreciation and amortization | 777 | 698 | 3,138 | 2,786 | ||||||||||||
| Less: Interest income, net | 376 | 512 | 1,737 | 2,876 | ||||||||||||
| EBITDA | $ | 4,516 | $ | 4,382 | $ | 17,166 | $ | 21,052 | ||||||||
| Net sales | $ | 64,571 | $ | 47,818 | $ | 244,419 | $ | 236,555 | ||||||||
| Net income margin(1) | 3.7 | % | 8.9 | % | 4.7 | % | 7.5 | % | ||||||||
| Adjusted net income margin(1) | 5.3 | % | 8.9 | % | 5.1 | % | 7.5 | % | ||||||||
| EBITDA margin(1) | 7.0 | % | 9.2 | % | 7.0 | % | 8.9 | % | ||||||||
(1) Net income margin is calculated as Net income divided by Net sales. Adjusted net income margin is calculated as Adjusted net income divided by Revenues. EBITDA margin is calculated as EBITDA divided by Net sales.
Appendix C
| (Unaudited) | Year Ended | |||||||
| December 31, | December 31, | |||||||
| (In thousands) | 2025 | 2024 | ||||||
| Reconciliation of Operating Cash Flow to Free Cash Flow | ||||||||
| Net cash provided by operating activities | $ | 16,464 | $ | 29,526 | ||||
| Capital expenditures | (1,541 | ) | (4,596 | ) | ||||
| Free cash flow | $ | 14,923 | $ | 24,930 | ||||
Exhibit 99.2
MasterCraft Boat Holdings, Inc. and Marine Products Corporation to Combine, Creating a Diversified Portfolio of Proven Recreational Marine Brands
Combination of MasterCraft, Crest, Balise, Chaparral, and Robalo Creates a Portfolio of Leading Brands Across Four Distinct Categories, More Than Doubling Consumer Reach
Expanded Geographic Coverage and Offerings to Unlock Growth Opportunities Through Complementary Coastal and Inland Dealer Networks
Expected to Deliver Differentiated and Innovative New Products While Accelerating New Model Launches
Attractive Financial Profile and Robust Balance Sheet to Drive Growth, Value Creation, and Focused Capital Allocation
Expected to be Accretive to Adjusted EPS in Fiscal 2027
MasterCraft to Host Conference Call at 8:30 AM ET to Discuss Second Quarter Results and Transaction Details
VONORE, Tenn. and ATLANTA Ga., February 5, 2026 — MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) (“MasterCraft”), a leading innovator, designer, and manufacturer of premium performance and leisure powerboats and Marine Products Corporation (NYSE: MPX) (“Marine Products”), a leading manufacturer of recreation and sport fishing powerboats, today announced that they have entered into a definitive agreement under which MasterCraft will acquire Marine Products in a cash and stock transaction valued at approximately $232.2 million, net of acquired cash.
The combination of MasterCraft and Marine Products brings together two iconic, market leading American recreational marine companies. The combined company will benefit from a more diversified portfolio of leading brands – MasterCraft, Crest, Balise, Chaparral, and Robalo – in attractive categories supported by advanced product development and manufacturing platforms as well as an expanded dealer network. Underpinned by MasterCraft’s innovation prowess and operational excellence, alongside Marine Products’ best-in-class products and strong dealer relationships, the combined company will have the scale, reach, and product offerings to meet the evolving needs of boating enthusiasts across multiple categories.
Under the terms of the agreement, Marine Products shareholders will receive $2.43 per share in cash and 0.232 shares of MasterCraft common stock for each share of Marine Products they own. Based on MasterCraft’s closing share price of $23.12 on February 4, 2026, this consideration implies a value of $7.79 per Marine Products share. The corresponding transaction value of $232.2 million represents approximately 7.2x Marine Products’ expected EBITDA for the twelve months ending June 30, 2026, after adjusting for the elimination of approximately $6 million of public company costs and corporate overhead. Upon closing of the transaction, MasterCraft shareholders will own 66.5% and Marine Products shareholders will own 33.5% of the combined company. The transaction has been unanimously approved by the Boards of Directors of both companies and the Special Committee of the Board of Directors of Marine Products. The transaction is expected to be financed through combined cash on hand.
Brad Nelson, Chief Executive Officer of MasterCraft, said, “Today marks an exciting and transformational step for MasterCraft and Marine Products as we continue shaping the future of the marine industry together. We have long admired Marine Products and the success its team has achieved in creating a leading brand for recreational boaters with Chaparral and a leader in sport fishing boats with Robalo. Supported by both companies’ proven category leadership, the combined company will serve an expanded customer base with diversified offerings, drive differentiated innovation, and deliver greater value for dealers and consumers.”
Mr. Nelson continued, “Like MasterCraft, Marine Products has succeeded through boating industry cycles with a disciplined approach to managing production, inventory levels, and dealer health while maintaining a robust financial profile. Together, we will be well positioned to capitalize on growth opportunities, particularly as demand for our products recovers. We look forward to bringing Chaparral and Robalo on board as we embark on this new chapter, build on our shared legacies of excellence, and generate value for shareholders of the combined company.”
Ben Palmer, Chief Executive Officer of Marine Products, said, “This transaction marks an exciting new chapter for Chaparral and Robalo, and is a testament to the hard work and dedication of our employees. We believe that MasterCraft will be a great steward of the combined business and an enthusiastic partner to our exceptional dealers and suppliers. In addition, the combination is structured to enable shareholders to continue to participate in the strength and upside potential of the combined company and benefit from a stronger institutional following.”
Compelling Strategic, Operational, and Financial Benefits
The combined company is expected to deliver meaningful strategic, operational, and financial benefits including:
| · | A proven, diversified, and complementary portfolio of best-in-class brands. Bringing MasterCraft’s category leadership in premium performance (MasterCraft) and leisure (Crest, Balise) together with Marine Products’ market leadership in recreational (Chaparral) and sport fishing (Robalo) creates a more diversified offering to meet the needs of an expanded customer base. |
| · | Compatible dealer networks and commercial organizations. Highly complementary coastal and inland dealer networks and commercial capabilities will enable the combined company to expand its presence in key geographies and enhance growth opportunities to drive long-term value. |
| · | Enhanced manufacturing capabilities with robust technological innovation. The combined company’s enhanced scale and capabilities are expected to support more efficient brand investment and enhanced innovation to drive growth. With powerful product development and manufacturing platforms, the combined company is expected to deliver differentiated and innovative new products while accelerating new model launches. Manufacturing facilities in Tennessee, Michigan, and Georgia are expected to enable the sharing of best practices to improve overall production efficiency, improve buying power, and provide operational flexibility for future growth. |
| · | An attractive financial profile. On a pro forma basis for the twelve months ending June 30, 2026, the combined company is expected to generate net sales of approximately $560 million and adjusted EBITDA of approximately $64 million. The combination is also expected to drive enhanced operating margins over time, starting with the elimination of Marine Products’ public company costs and corporate overhead, totaling approximately $6 million in annual net savings. After adjusting for the elimination of these expenses, MasterCraft management expects that the transaction will be accretive to adjusted EPS in Fiscal 2027. The combined company will have a robust balance sheet with no debt and significant capacity, providing enhanced financial flexibility to fund ongoing growth investments while maintaining a disciplined capital allocation framework. |
Leadership and Governance
Upon completion of the transaction, Mr. Nelson, Chief Executive Officer of MasterCraft, will serve as Chief Executive Officer of the combined company, and Scott Kent, Chief Financial Officer of MasterCraft, will serve as Chief Financial Officer of the combined company. MasterCraft expects to maintain the Chaparral and Robalo leadership teams, brands and employees as a separate operating unit.
Following closing, MasterCraft’s Board of Directors will expand from seven to 10 directors and include three new directors. Roch Lambert will serve as Chair of the Board of the combined company.
The combined company will be headquartered in Vonore, Tennessee and will maintain the Chaparral and Robalo operating facilities in Nashville, Georgia.
Approvals and Closing
The transaction is expected to close in the second calendar quarter of 2026, subject to approval by both MasterCraft and Marine Products shareholders and the satisfaction of other customary closing conditions.
LOR, Inc., Marine Products’ majority shareholder, has entered into a voting agreement to vote in favor of the transaction at the Special Meeting of Marine Products shareholders to be held in connection with the transaction.
Second Quarter Fiscal 2026 Earnings
In a separate press release issued today, MasterCraft reported its second quarter fiscal-year 2026 financial results. MasterCraft’s press release is available at Investors.MasterCraft.com. Marine Products also reported its fourth-quarter and full-year 2025 financial results today, which is available on its website at www.marineproductscorp.com.
Conference Call and Webcast Information
MasterCraft will host a conference call and live webcast to discuss both the transaction and its second quarter 2026 results, today, February 5 at 8:30 AM ET. Participants may access the conference call live via webcast on the investor section of MasterCraft’s website, Investors.MasterCraft.com, by clicking on the webcast icon. To participate via telephone, please register in advance at this link. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call. A replay of the conference call and webcast will be archived on MasterCraft’s website.
Advisors
Wells Fargo is acting as exclusive financial advisor to MasterCraft and King & Spalding LLP is serving as legal counsel. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to MasterCraft. Truist Securities is serving as exclusive financial advisor to Marine Products, and Alston & Bird LLP is serving as legal advisor. Potter Anderson & Corroon LLP is serving as legal counsel to the Special Committee of the Marine Products board. Gagnier Communications LLC is serving as strategic communications advisor to Marine Products. McDermott Will & Schulte LLP is serving as legal advisor to LOR, Inc.
About MasterCraft Boat Holdings, Inc.
Headquartered in Vonore, Tenn., MasterCraft Boat Holdings, Inc. is a leading innovator, designer, manufacturer and marketer of recreational powerboats through its three brands, MasterCraft, Crest, and Balise. For more information about MasterCraft Boat Holdings, and its three brands, visit: Investors.MasterCraft.com, www.mastercraft.com, www.CrestPontoonBoats.com, and www.BalisePontoonBoats.com.
About Marine Products
Marine Products Corporation is a leading manufacturer of high-quality fiberglass boats under the brand names Chaparral and Robalo. Chaparral’s sterndrive models include SSi Sportboats and SSX Luxury Sportboats, and the GTS SURF Series. Chaparral’s outboard offerings include OSX Luxury Sportboats, the SSi Outboard Bowriders, and SSX Luxury Sportboats. Robalo builds an array of outboard sport fishing models, which include Center Consoles, Dual Consoles and Cayman Bay Boats. For more information on Marine Products Corporation visit its website at www.marineproductscorp.com, www.chaparralboats.com, and www.robalo.com,
Forward Looking Statements
This press release includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “continue” and similar expressions and comparable terminology or the negative thereof.
Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: (i) the anticipated financial performance of the combined company; (ii) the expected synergies and efficiencies to be achieved as a result of the proposed transactions; (iii) expectations regarding the diversification and complementary nature of brand portfolios; (iv) expectations regarding the complementary nature of dealer networks; (v) expectations regarding enhancements to the manufacturing platform and technological innovation; (vi) the financial profile and profitability of the combined company; (vii) expectations regarding cost savings; (viii) expectations regarding the combined company’s employees, vendors, dealers and manufacturing operations; (ix) expectations regarding the realization of benefits of the proposed transactions and the timing associated with realization thereof; and (x) the receipt of all necessary approvals to close the proposed transactions and the timing associated therewith. These and other important factors discussed under the caption “Risk Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this press release.
Any such forward-looking statements represent estimates as of the date of this press release. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. MasterCraft undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Additional Information and Where to Find It
In connection with the proposed transactions, MasterCraft intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of MasterCraft’s common stock to be issued in the proposed transactions and a joint proxy statement/prospectus for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to stockholders of MasterCraft and Marine Products. Each of MasterCraft and Marine Products may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine Products may mail to their respective stockholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED TRANSACTIONS.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MasterCraft will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com, or, alternatively, by directing a request by email to MasterCraft at investorrelations@mastercraft.com and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com.
Participants in the Solicitation
MasterCraft, Marine Products and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the proposed transactions under the rules of the SEC. Information about MasterCraft’s directors and executive officers is available in MasterCraft’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of MasterCraft common stock by the directors and executive officers of MasterCraft have changed from the amounts of MasterCraft common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here). Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement dated March 12, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from the amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC’s website at www.sec.gov or from MasterCraft or Marine Products using the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
MasterCraft Contacts:
Investors
Alec Harmon
Director of Strategy and Investor Relations
Email: investorrelations@mastercraft.com
Media
Mahmoud Siddig / Tim Lynch / Fouad Boutros
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
Marine Products Contacts:
Investors
Joshua Large
Vice President, Corporate Finance and Investor Relations
jlarge@marineproductscorp.com
Media
Riyaz Lalani / Dan Gagnier
Gagnier Communications LLC
MarineProducts@gagnierfc.com
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F E B R U A R Y 5 , 2026 1 MASTERCRAFT + MARINE PRODUCTS TO COMBINE |
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2 DISCLAIMER Forward Looking Statements This presentation includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “continue,” and similar expressions and comparable terminology, or the negative thereof. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: (i) the anticipated financial performance of the combined company; (ii) the expected synergies and efficiencies to be achieved as a result of the proposed transactions ; (iii) expectations regarding the diversification and complementary nature of brand portfolios ; (iv) expectations regarding the complementary nature of dealer networks ; (v) expectations regarding enhancements to the manufacturing platform and technological innovation; (vi) the financial profile and profitability of the combined company; (vii) expectations regarding cost savings ; (viii) expectations regarding the combined company’s employees, vendors, dealers, and manufacturing operations ; (ix) expectations regarding the realization of benefits of the proposed transactions and the timing associated with realization thereof; and (x) the receipt of all necessary approvals to close the proposed transactions, and the timing associated therewith. These and other important factors discussed under the caption “Risk Factors” in MasterCraft Boat Holdings, Inc.’s (“MCBH”) Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine Products Corporation’s (“Marine Products”) Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements . The discussion of these risks is specifically incorporated by reference into this presentation. Any such forward-looking statements represent estimates as of the date of this presentation. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this presentation. MCBH undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. Use of Non-GAAP Financial Measures To supplement MCBH’s financial measures prepared in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures in this presentation. Reconciliations of the non-GAAP measures used in this release to the most comparable GAAP measures for the respective periods can be found in the appendix to this presentation. The non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for MCBH’s financial results prepared in accordance with GAAP. W e do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable efforts . |
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3 DISCLAIMER (CONTINUED) Additional Information and Where to Find It In connection with the proposed transactions, MCBH intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of MCBH common stock to be issued in the proposed transactions and a joint proxy statement/prospectus for MCBH’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to stockholders of MCBH and Marine Products . Eac h of MCBH and Marine Products may also file with or furnish to the SEC other relevant documents regarding the proposed transactions . This presentation is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MCBH and Marine Products may mail to their respective stockholders in connection with the proposed transactions . INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS W ELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED W ITH THE SEC IN CONNECTION W ITH THE PROPOSED TRANSACTIONS, W HEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND W ILL CONTAIN IMPORTANT INFORMATION ABOUT MCBH, MARINE PRODUCTS CORPORATION, AND THE PROPOSED TRANSACTIONS. Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MCBH at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MCBH will be available free of charge by accessing the investor section of MCBH’s website, www.investors .mastercraft.com, or, alternatively, by directing a request by email to MCBH at investorrelations@mastercraft .com, and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com. Participants in the Solicitation MCBH, Marine Products, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of MCBH and Marine Products in connection with the proposed transactions under the rules of the SEC. Information about MCBH’s directors and executive officers is available in MCBH’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of MCBH common stock by the directors and executive officers of MCBH have changed from the amounts of MCBH common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here). Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement dated March 12, 2025, for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from the amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions . You may obtain free copies of these documents from the SEC’s website at www.sec.gov or from MCBH or Marine Products using the sources indicated above. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior t o registration or qualification under the securities laws of such jurisdiction. |
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4 TODAY’S PRESENTERS Brad Nelson Chief Executive Officer and Director Scott Kent Chief Financial Officer |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 5 CREATING A DIVERSIFIED PORTFOLIO OF PROVEN RECREATIONAL MARINE BRANDS LEADING BRANDS ACROSS FOUR DISTINCT CATEGORIES 5 Combination of MasterCraft, Crest, Balise, Chaparral, and Robalo More Than Doubles Consumer Reach EXPANDED GEOGRAPHIC COVERAGE AND OFFERINGS Unlocks Growth Opportunities Through Complementary Coastal and Inland Dealer Networks ENHANCED INNOVATION AND MANUFACTURING CAPABILITIES Delivers Differentiated and Innovative New Products While Accelerating New Model Launches ATTRACTIVE FINANCIAL PROFILE Robust Balance Sheet to Drive Growth, Value Creation, and Focused Capital Allocation |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 6 TRANSACTION SUMMARY Transaction Structure and Consideration • Marine Products shareholders to receive 0.232 MasterCraft Boat Holdings, Inc. shares and $2.43 of cash consideration per Marine Products share owned (represents total cash consideration of $86 million), in a transaction valued at $232.2 million, net of acquired cash • Current MCBH shareholders to own 66.5% and current Marine Products shareholders to own 33.5% of the combined company • The combined company will continue to trade on the NASDAQ under the ticker MCFT Pro Forma Financials • FY 2026 pro forma combined net sales of ~$560 million and adjusted EBITDA of ~$64 million, excluding cost savings and synergies • Elimination of Marine Products’ public company costs and corporate overhead totaling approximately $6 million of annual net savings. Management expects to achieve additional operating efficiencies and commercial synergies over time • The combination is expected to be accretive to adjusted EPS in Fiscal 2027 Financing • MCBH intends to fund the cash portion of the consideration with combined cash on hand. As of December 31, 2025, MCBH and Marine Products had cash and cash equivalents of $81.4 million and $43.5 million, respectively • At closing, the pro forma combined balance sheet is expected to reflect a net cash position Governance and Management • Following closing, MCBH’s Board of Directors will expand from seven to ten directors and include three new directors • Upon completion of the transaction, Roch Lambert will serve as Chair of the Board, Brad Nelson as CEO, and Scott Kent as CFO of the combined company • The combined company will be headquartered in Vonore, TN, and will maintain the Chaparral and Robalo operating facilities in Nashville, GA Approvals and Closing • The transaction has been unanimously approved by the Board of Directors of both companies and the Special Committee of the Board of Directors for Marine Products • Expected to close in the second quarter of calendar 2026 subject to customary closing conditions, including regulatory approvals and the approval of both MasterCraft Boat Holdings, Inc. and Marine Products shareholders |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 7 MARINE PRODUCTS: A LEADING MANUFACTURER OF RECREATION AND SPORT FISHING POWERBOATS Sterndrive and Outboard Recreation Boats SSi OSX GTS-Surf Bay Boat Outboard Sport Fishing Boats B R O A D L I N E U P O F F I B E R G L A S S B O A T S SSX Dual Console Center Console ✓ One of the largest manufacturers of fiberglass powerboats in the U.S., with leading positions across Chaparral and Robalo brands ✓ Highly regarded for innovation with products known for performance, features, function, and value 70+ Awards for Product Excellence and Customer Service 290+ Global Dealers 41 Boat Models 60+ Years Building High-Quality Fiberglass Powerboats O V E R V I E W |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 8 BRINGING TOGETHER TWO ICONIC, MARKET LEADING AMERICAN RECREATIONAL MARINE COMPANIES ~4,700 ~$540M 500+ ~1,400 5 Annual Units Sold1 Annual Revenue1 Global Dealers2 Employees Brands C O M B I N E D C O M P A N Y B Y T H E N U M B E R S 1 LTM as of 12/31/2025 | 2 As of the most recent fiscal year for each company Premium Performance 15 Models 20-25 ft. Length Range $120k - $500k Price Range Sport Fishing 21 Models 18-36 ft. Length Range $40k - $700k Price Range Recreation 20 Models 20-32 ft. Length Range $50k - $500k Price Range Leisure 3 Models 24-26 ft. Length Range $230k - $350k Price Range Leisure 6 Models 18-26 ft. Length Range $40k - $300k Price Range |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 9 COMPATIBLE GLOBAL DEALER NETWORKS AND COMMERCIAL ORGANIZATIONS C O M B I N E D U . S . D E A L E R F O O T P R I N T 500+ Global dealers1 in the combined network Expands geographic coverage with complementary network of more than 400 dealers1 across coastal and inland U.S. Enhances customer reach and growth opportunities Marine Products Location 1 As of the most recent fiscal year end for each company MCBH Location |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 1 0 S T R E N G T H E N E D P R O F O R M A F O O T P R I N T A N D C A P A B I L I T I E S ENHANCED MANUFACTURING CAPABILITIES WITH ROBUST TECHNOLOGICAL INNOVATION Vonore, TN 310,000 square feet Owosso, MI 270,000 square feet Nashville, GA 1,284,000 square feet Vonore, TN Owosso, MI Nashville, GA ✓ Powerful product development and manufacturing platforms to deliver differentiated and innovative new products while accelerating new model launches ✓ Improves overall production efficiency and provides operational flexibility for future growth ✓ Enhanced scale and capabilities supports more efficient brand investment and enhanced innovation to drive growth. 1.9M Square Feet One of the Largest Single-Site Sport Boat Production Plants in the U.S. 3 Facilities O V E R V I E W O F F A C I L I T I E S |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 1 1 ROBUST BALANCE SHEET WILL SUPPORT FINANCIAL FLEXIBILITY $40M - $60M $0 $115M - $135M Cash Total Debt Liquidity Free Cash Flow Positive E X P E C T E D P R O F O R M A F I N A N C I A L S A T C L O S I N G T R A N S A C T I O N F I N A N C I N G O V E R V I E W MasterCraft Boat Holdings, Inc. intends to fund the cash portion of the consideration with combined cash on hand As of December 31, 2025, MasterCraft Boat Holdings, Inc. and Marine Products had cash and cash equivalents of $81.4M and $43.5M, respectively The refinancing consists of a 5-year, $75M revolving credit facility with an accordion up to $100M |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 1 2 REALIZING NEAR-TERM COST SAVINGS, WITH OPPORTUNITY TO DRIVE SCALABLE REVENUE AND COST SYNERGIES CORPORATE COST SAVINGS T O T A L I N G ~ $ 6 M I L L I O N A N N U A L N E T S A V I N G S ADDITIONAL REVENUE AND COST SYNERGIES Public Company Costs Corporate Overhead Administrative Expenses Combined Innovation Platform Complementary Dealer Network Manufacturing Best Practices Sourcing and Procurement Vertical Integration Opportunities Acceleration of New and Refreshed Products |
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M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 1 3 TRANSFORMATIVE COMBINATION DELIVERING SCALE, INNOVATION, AND GROWTH TO DRIVE SHAREHOLDER VALUE CREATION LEADING BRANDS ACROSS FOUR DISTINCT CATEGORIES Combination of MasterCraft, Crest, Balise, Chaparral, and Robalo More Than Doubles Consumer Reach ENHANCED INNOVATION AND MANUFACTURING CAPABILITIES Delivers Differentiated and Innovative New Products While Accelerating New Model Launches ATTRACTIVE FINANCIAL PROFILE Robust Balance Sheet to Drive Growth, Value Creation, and Focused Capital Allocation EXPANDED GEOGRAPHIC COVERAGE AND OFFERINGS Unlocks Growth Opportunities Through Complementary Coastal and Inland Dealer Networks M A S T E R C R A F T + M A R I N E P R O D U C T S T O C O M B I N E 1 3 |
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