10-K
FY1false1false111falsetruefalse--06-30false0001638290true1one yearP1Y0001638290us-gaap:SecuredDebtMember2021-06-280001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2021-07-012022-06-300001638290srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2023-06-300001638290mcft:BoatsAndTrailersMembermcft:AviaraMember2021-07-012022-06-300001638290us-gaap:BuildingAndBuildingImprovementsMember2022-06-300001638290mcft:OtherProductMember2021-07-012022-06-300001638290srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2023-06-300001638290mcft:CrestMember2022-07-012023-06-300001638290mcft:MastercraftSegmentMembermcft:PartsMember2020-07-012021-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2020-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:TopTenDealersMember2022-07-012023-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:OutsideOfNorthAmericaMember2020-07-012021-06-300001638290us-gaap:OperatingSegmentsMembermcft:AviaraMember2022-06-300001638290us-gaap:CommonStockMember2020-07-012021-06-300001638290us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsProductLineMembermcft:CrestMembermcft:VendorOneMember2022-07-012023-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMember2022-07-012023-06-300001638290us-gaap:RetainedEarningsMember2021-06-300001638290mcft:AccruedExpensesAndOtherCurrentLiabilitiesMember2023-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2022-07-012023-06-300001638290mcft:NauticstarMember2020-07-012021-06-300001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2020-06-300001638290mcft:MastercraftSegmentMembermcft:OtherProductMember2020-07-012021-06-3000016382902021-07-012021-10-030001638290srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2023-06-300001638290us-gaap:ContractBasedIntangibleAssetsMember2023-06-3000016382902023-01-010001638290us-gaap:OperatingSegmentsMembermcft:DiscontinuedOperationsMember2023-06-300001638290us-gaap:AdditionalPaidInCapitalMember2020-07-012021-06-300001638290mcft:BoatsAndTrailersMembermcft:CrestMember2021-07-012022-06-300001638290mcft:JuneThirtyTwoThousandTwentyFourMember2023-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2022-07-012023-06-300001638290us-gaap:CommonStockMember2020-06-300001638290us-gaap:TradeNamesMember2023-06-300001638290mcft:MastercraftSegmentMembermcft:OtherProductMember2022-07-012023-06-300001638290us-gaap:AdditionalPaidInCapitalMember2023-06-300001638290mcft:NauticstarMember2022-06-300001638290mcft:BoatsAndTrailersMembermcft:AviaraMember2020-07-012021-06-3000016382902022-01-032022-04-030001638290mcft:MastercraftSegmentMember2022-07-012023-06-300001638290mcft:CertainEmployeesMembermcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2015-07-012015-07-310001638290mcft:MastercraftSegmentMembermcft:PartsMember2021-07-012022-06-300001638290mcft:FourthAmendedAndRestatedCreditAndGuarantyAgreementMembermcft:SeniorSecuredTermLoanOneMember2021-06-280001638290us-gaap:RevolvingCreditFacilityMembermcft:FourthAmendedAndRestatedCreditAndGuarantyAgreementMember2021-06-280001638290us-gaap:RetainedEarningsMember2023-06-300001638290mcft:BoatsAndTrailersMember2022-07-012023-06-300001638290us-gaap:PerformanceSharesMember2020-07-012021-06-300001638290us-gaap:OperatingSegmentsMembermcft:CrestMember2022-06-3000016382902022-07-012023-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2021-06-300001638290mcft:BoatsAndTrailersMembermcft:CrestMember2022-07-012023-06-300001638290mcft:ObligationToRepurchaseInventoryMember2022-06-300001638290mcft:NauticstarMember2022-07-012023-06-300001638290mcft:MastercraftSegmentMember2022-06-3000016382902023-01-022023-04-020001638290mcft:OtherProductMember2022-07-012023-06-300001638290us-gaap:TradeNamesMember2022-06-300001638290us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsProductLineMembermcft:CrestMembermcft:VendorOneMember2020-07-012021-06-300001638290srt:MinimumMember2022-07-012023-06-300001638290mcft:MastercraftSegmentMember2021-07-012022-06-300001638290srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2023-06-300001638290us-gaap:ConstructionInProgressMember2022-06-300001638290us-gaap:MachineryAndEquipmentMembersrt:MinimumMember2023-06-300001638290mcft:MastercraftSegmentMember2023-06-300001638290mcft:AviaraMember2022-06-300001638290us-gaap:EmployeeStockOptionMember2022-07-012023-06-300001638290mcft:NauticstarMember2021-07-012022-06-300001638290us-gaap:LandAndLandImprovementsMember2022-06-300001638290us-gaap:SecuredDebtMembersrt:MaximumMembermcft:LondonInterbaRateLiborMember2021-06-282021-06-280001638290mcft:EquityIncentivePlan2015Member2023-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2021-06-300001638290mcft:UnrecognizedTaxPositionsMember2022-06-300001638290us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsProductLineMembermcft:CrestMembermcft:VendorOneMember2021-07-012022-06-300001638290mcft:CrestMember2021-07-012022-06-300001638290mcft:BoatsAndTrailersMember2020-07-012021-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2020-07-012021-06-300001638290us-gaap:RetainedEarningsMember2022-06-300001638290mcft:CrestMembermcft:PartsMember2020-07-012021-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2023-06-3000016382902023-04-032023-06-300001638290us-gaap:NoncontrollingInterestMember2022-07-012023-06-300001638290us-gaap:AdditionalPaidInCapitalMember2022-07-012023-06-300001638290mcft:TermLoansMemberus-gaap:SecuredDebtMember2021-06-2800016382902022-04-042022-06-300001638290us-gaap:CommonStockMember2021-06-240001638290us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:SecuredDebtMember2021-06-282021-06-280001638290mcft:PartsMember2022-07-012023-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:OutsideOfNorthAmericaMember2022-07-012023-06-300001638290us-gaap:SecuredDebtMember2023-06-300001638290us-gaap:TradeNamesMember2021-07-012022-06-300001638290us-gaap:RetainedEarningsMember2020-06-3000016382902021-07-012022-06-300001638290us-gaap:PerformanceSharesMember2021-07-012022-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2022-06-300001638290us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredDebtMembersrt:MinimumMember2021-06-282021-06-280001638290us-gaap:CommonStockMember2022-07-012023-06-300001638290us-gaap:USTreasuryBillSecuritiesMember2023-06-300001638290us-gaap:RetainedEarningsMember2020-07-012021-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:OneDealersIndividualMember2021-07-012022-06-300001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2023-06-300001638290us-gaap:PrimeRateMemberus-gaap:SecuredDebtMembersrt:MinimumMember2021-06-282021-06-280001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2021-06-300001638290us-gaap:RestrictedStockMember2021-07-012022-06-300001638290us-gaap:MachineryAndEquipmentMember2022-06-300001638290us-gaap:SubsequentEventMemberus-gaap:CommonStockMember2023-07-240001638290mcft:CrestMembermcft:OtherProductMember2021-07-012022-06-300001638290us-gaap:CommonStockMember2022-06-3000016382902023-06-300001638290mcft:ThereafterMember2023-06-300001638290us-gaap:PrimeRateMembersrt:MaximumMemberus-gaap:SecuredDebtMember2021-06-282021-06-280001638290mcft:UnrecognizedTaxPositionsMember2023-06-300001638290mcft:BoatsAndTrailersMember2021-07-012022-06-300001638290us-gaap:CommonStockMember2023-06-300001638290us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsProductLineMembermcft:MastercraftSegmentMembermcft:VendorOneMember2022-07-012023-06-3000016382902022-06-300001638290mcft:MastercraftSegmentMember2020-07-012021-06-300001638290us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredDebtMember2021-06-2800016382902021-06-300001638290us-gaap:CommonStockMember2021-06-300001638290mcft:EmployeesMemberus-gaap:RestrictedStockMembersrt:MinimumMembermcft:EquityIncentivePlan2015Member2022-07-012023-06-300001638290mcft:MastercraftSegmentMembermcft:OtherProductMember2021-07-012022-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2023-06-300001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2022-06-300001638290us-gaap:RestrictedStockMember2020-07-012021-06-3000016382902022-10-032023-01-010001638290us-gaap:RevolvingCreditFacilityMember2021-06-282021-06-280001638290us-gaap:ComputerSoftwareIntangibleAssetMember2023-06-300001638290mcft:BoatsAndTrailersMembermcft:CrestMember2020-07-012021-06-3000016382902020-06-300001638290us-gaap:OperatingSegmentsMembermcft:DiscontinuedOperationsMember2022-06-300001638290mcft:ObligationToRepurchaseInventoryMember2023-06-300001638290mcft:MastercraftSegmentMembermcft:PartsMember2022-07-012023-06-300001638290mcft:CrestMembermcft:OtherProductMember2020-07-012021-06-300001638290mcft:BoatsAndTrailersMembermcft:MastercraftSegmentMember2022-07-012023-06-300001638290us-gaap:AdditionalPaidInCapitalMember2022-06-300001638290mcft:CrestMembermcft:OtherProductMember2022-07-012023-06-300001638290mcft:BoatsAndTrailersMembermcft:MastercraftSegmentMember2021-07-012022-06-300001638290us-gaap:RevolvingCreditFacilityMember2023-06-300001638290us-gaap:OperatingSegmentsMembermcft:MastercraftSegmentMember2023-06-300001638290us-gaap:AdditionalPaidInCapitalMember2020-06-3000016382902023-08-250001638290us-gaap:RestrictedStockMember2022-07-012023-06-300001638290mcft:OtherProductMember2020-07-012021-06-300001638290us-gaap:OperatingSegmentsMembermcft:AviaraMember2023-06-300001638290mcft:CrestMember2022-06-300001638290us-gaap:AdditionalPaidInCapitalMember2021-07-012022-06-300001638290mcft:PartsMember2021-07-012022-06-300001638290srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2023-06-3000016382902021-10-042022-01-020001638290mcft:AviaraMember2023-06-300001638290us-gaap:CorporateBondSecuritiesMember2023-06-300001638290srt:MaximumMember2022-07-012023-06-300001638290mcft:CrestMember2023-06-3000016382902022-07-012022-10-020001638290us-gaap:TradeNamesMember2022-07-012023-06-300001638290us-gaap:EmployeeStockOptionMember2020-07-012021-06-300001638290mcft:FourthAmendedAndRestatedCreditAndGuarantyAgreementMember2021-06-280001638290us-gaap:CommonStockMember2021-07-012022-06-300001638290mcft:AviaraMember2021-07-012022-06-300001638290mcft:TermLoansMember2023-06-300001638290mcft:BoatsAndTrailersMembermcft:AviaraMember2022-07-012023-06-300001638290us-gaap:PerformanceSharesMember2022-07-012023-06-300001638290us-gaap:AdditionalPaidInCapitalMember2021-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2020-06-300001638290us-gaap:RetainedEarningsMember2022-07-012023-06-300001638290us-gaap:NoncontrollingInterestMember2023-06-300001638290us-gaap:ComputerSoftwareIntangibleAssetMember2022-06-300001638290mcft:AviaraMember2020-07-012021-06-300001638290us-gaap:FurnitureAndFixturesMember2022-06-300001638290us-gaap:ContractBasedIntangibleAssetsMember2023-06-300001638290us-gaap:RevolvingCreditFacilityMember2022-06-300001638290us-gaap:ConstructionInProgressMember2023-06-300001638290mcft:SeniorSecuredTermLoanAndRevolvingCreditFacilityMember2023-06-300001638290mcft:CrestMember2020-07-012021-06-300001638290us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsProductLineMembermcft:MastercraftSegmentMembermcft:VendorOneMember2020-07-012021-06-300001638290us-gaap:RetainedEarningsMember2021-07-012022-06-300001638290us-gaap:SecuredDebtMember2022-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2022-06-300001638290us-gaap:RestrictedStockMembermcft:EquityIncentivePlan2015Member2021-07-012022-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2019-07-012020-06-300001638290mcft:CrestMembermcft:PartsMember2021-07-012022-06-300001638290us-gaap:EmployeeStockOptionMember2021-07-012022-06-300001638290mcft:NauticstarMemberus-gaap:TradeNamesMember2021-07-012022-06-300001638290mcft:NauticstarMembermcft:DealerNetworkIntangibleAssetMember2021-07-012022-06-300001638290mcft:FourthAmendedAndRestatedCreditAndGuarantyAgreementMembermcft:SeniorSecuredTermLoanTwoMember2021-06-280001638290mcft:EmployeesMemberus-gaap:RestrictedStockMembersrt:MaximumMembermcft:EquityIncentivePlan2015Member2022-07-012023-06-300001638290mcft:TermLoansMember2022-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:OneDealersIndividualMember2022-07-012023-06-300001638290us-gaap:SecuredDebtMember2020-07-012021-06-300001638290us-gaap:OperatingSegmentsMembermcft:CrestMember2023-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:TopTenDealersMember2021-07-012022-06-300001638290mcft:AviaraMember2021-06-300001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2022-07-012023-06-300001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2020-07-012021-06-300001638290mcft:MastercraftSegmentMember2021-06-300001638290mcft:CrestMembermcft:PartsMember2022-07-012023-06-300001638290mcft:EquityIncentivePlan2015Memberus-gaap:PerformanceSharesMember2021-07-012022-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:OutsideOfNorthAmericaMember2021-07-012022-06-300001638290us-gaap:OperatingSegmentsMembermcft:MastercraftSegmentMember2022-06-300001638290mcft:EquityIncentivePlan2015Membermcft:NonqualifiedStockOptionsMember2020-07-012021-06-300001638290us-gaap:StateAndLocalJurisdictionMember2023-06-300001638290mcft:AviaraMember2022-07-012023-06-300001638290us-gaap:MachineryAndEquipmentMember2023-06-3000016382902020-07-012021-06-300001638290us-gaap:SecuredDebtMembersrt:MinimumMembermcft:LondonInterbaRateLiborMember2021-06-282021-06-280001638290us-gaap:LandAndLandImprovementsMember2023-06-300001638290us-gaap:FurnitureAndFixturesMember2023-06-300001638290us-gaap:SupplierConcentrationRiskMemberus-gaap:CostOfGoodsProductLineMembermcft:MastercraftSegmentMembermcft:VendorOneMember2021-07-012022-06-300001638290us-gaap:ContractBasedIntangibleAssetsMember2022-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:OneDealersIndividualMember2020-07-012021-06-300001638290mcft:PartsMember2020-07-012021-06-300001638290us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueNetMembermcft:MastercraftSegmentMembermcft:TopTenDealersMember2020-07-012021-06-300001638290us-gaap:BuildingAndBuildingImprovementsMember2023-06-300001638290mcft:BoatsAndTrailersMembermcft:MastercraftSegmentMember2020-07-012021-06-30xbrli:pureiso4217:USDxbrli:sharesxbrli:sharesmcft:Itemmcft:Segmentiso4217:USD

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

 

 

https://cdn.kscope.io/0f3112cefa0e348c106c8154217fc49d-img155727659_0.jpg 

MASTERCRAFT BOAT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-37502

06-1571747

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation or Organization)

File Number)

Identification No.)

 

100 Cherokee Cove Drive, Vonore, TN 37885

(Address of Principal Executive Office) (Zip Code)

 

(423) 884-2221

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

MCFT

 

NASDAQ

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

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

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the registrant, as of the last business day of the registrant’s most recently completed second fiscal quarter, which ended January 1, 2023 and based on the closing sale price as reported on the NASDAQ Global Select Market system, was approximately $447,000,000. As of August 25, 2023, there were 17,202,716 shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2023 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended June 30, 2023, are incorporated by reference into Part III of this report.

 

 


MASTERCRAFT BOAT HOLDINGS, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED JUNE 30, 2023

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

1

BASIS OF PRESENTATION

 

1

 

 

 

 

 

PART I

 

 

 

 

Item 1.

Business

 

2

 

Item 1A.

Risk Factors

 

7

 

Item 1B.

Unresolved Staff Comments

 

18

 

Item 2.

Properties

 

18

 

Item 3.

Legal Proceedings

 

18

 

Item 4.

Mine Safety Disclosures

 

18

 

 

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

19

 

Item 6.

Reserved

 

20

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

21

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

31

 

Item 8.

Financial Statements and Supplementary Data

 

31

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

31

 

Item 9A.

Controls and Procedures

 

31

 

Item 9B.

Other Information

 

32

 

Item 9C.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 

32

 

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

33

 

Item 11.

Executive Compensation

 

33

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

33

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

33

 

Item 14.

Principal Accountant Fees and Services

 

33

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

 

34

 

Item 16.

Form 10-K Summary

 

36

 

 

 

 

ii


 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 10-K that do not relate to matters of historical fact should be considered forward-looking statements, including but not limited to statements regarding our expected market share, business strategy, dealer network, anticipated financial results, and liquidity. We use words such as “could,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and other similar expressions to identify some forward-looking statements, but not all forward-looking statements include these words. All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption “Risk Factors” and elsewhere in this Form 10-K.

The forward-looking statements contained in this Form 10-K are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate under the circumstances. You should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control), and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many important factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these important factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K and our other filings with the Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. In addition, new important factors that could cause our business not to develop as we expect may emerge from time to time.

Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained in this Form 10-K to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. The forward-looking statements contained herein should not be relied upon as representing our views as of any date subsequent to the filing date of this Form 10-K.

BASIS OF PRESENTATION

Our fiscal year begins on July 1 and ends on June 30 with the interim quarterly reporting periods consisting of thirteen weeks. Therefore, the quarter end will not always coincide with the date of the end of the calendar month. We refer to our fiscal years based on the calendar-year in which they end. Accordingly, references to fiscal 2023, fiscal 2022 and fiscal 2021 represent our financial results for the fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021, respectively. For ease of reference, we identify our fiscal years in this Form 10-K by reference to the period from July 1 to June 30 of the year in which the fiscal year ends. For example, “fiscal 2023” refers to our fiscal year ended June 30, 2023.

MasterCraft Boat Holdings, Inc. (the “Company”), a Delaware corporation, operates primarily through its wholly-owned subsidiaries, MasterCraft Boat Company, LLC, MasterCraft Services, LLC, MasterCraft Parts, Ltd., MasterCraft International Sales Administration, Inc., Aviara Boats, LLC, Crest Marine, LLC, and NSB Boats, LLC. Unless the context otherwise requires, the Company and its subsidiaries collectively are referred to as the “Company,” “we,” or “us” in this Form 10-K.

1


 

PART I

ITEM 1. BUSINESS

We are a leading innovator, designer, manufacturer, and marketer of recreational powerboats sold through our three brands, MasterCraft, Crest, and Aviara. Through these three brands, over the last five years, we have had leading market share positions in two of the fastest growing categories of the powerboat industry, ski/wake boats and pontoon boats, while also growing market share within the luxury day boat segment. As a leader in recreational marine, we strive to deliver the best on-water experience through innovative, high-quality products with a relentless focus on the consumer.

On September 2, 2022, the Company completed the sale of its NauticStar business. This business, which was previously reported as the Company's NauticStar segment until fiscal 2023, is being reported as discontinued operations for all periods presented. Consolidated financial information presented for all periods is related to the continuing operations. See Note 3 in Notes to Consolidated Financial Statements for more information on Discontinued Operations.

Our Segments

MasterCraft Segment

Our MasterCraft segment consists of our MasterCraft brand, which manufactures premium ski/wake boats. The MasterCraft brand was founded in 1968 and evolved over the next 55 years to become the most award-winning ski/wake boat manufacturer in the world. Today, MasterCraft participates in the fastest growing category within the powerboat industry by producing the industry’s premier competitive water ski, wakeboarding, and wake surfing performance boats. We believe the MasterCraft brand is known among boating enthusiasts for high performance, premier quality, and relentless innovation. We believe that the market recognizes MasterCraft as a premier brand in the powerboat industry due to the overall superior value proposition that our boats deliver to consumers. We work tirelessly every day to maintain this iconic brand reputation.

Crest Segment

Our Crest segment consists of our Crest brand, which manufactures pontoon boats. Crest participates in the second-fastest growing category in the powerboat industry. Crest, which we acquired in October 2018, was founded in 1957 and has grown to be one of the top producers of innovative, high-quality pontoon boats ranging from 20 to 27 feet. Crest’s long-standing reputation for high-quality, standard features and content, and innovation provides Crest with strong dealer and consumer bases in its core geographic markets.

Aviara Segment

Our Aviara segment consists of our Aviara brand, which manufactures luxury day boats. Aviara is a de novo brand, developed in-house, and focused on serving the luxury recreational day boat category of the powerboat industry. From its introduction in February 2019 through June 2023, Aviara expanded to three models between 32 feet and 40 feet in length, and in fiscal 2024, will expand to include a 28 foot model, all of which feature both outboard and sterndrive propulsion. Aviara boats feature distinct European styling and offer an elevated open water experience by fusing progressive style and effortless comfort in its modern luxury vessels.

Unless the context otherwise requires, “MasterCraft,” “Crest,” and “Aviara,” as used herein, refers to our segments as described above.

Our Products

We design, manufacture, and sell premium recreational inboard ski/wake, outboard, and sterndrive boats that we believe deliver superior performance for water skiing, wakeboarding, and wake surfing, as well as general recreational boating. In addition, we offer various accessories, including trailers and aftermarket parts.

Our MasterCraft portfolio of ProStar, XStar, X, XT, and NXT models are designed for the highest levels of performance, styling, and enjoyment for both recreational and competitive use. The ProStar, XStar and X models are geared towards the consumer seeking the most premium and highest performance boating experience that we offer, and generally command a price premium over our competitors’ boats at retail prices ranging from approximately $185,000 to $320,000. The MasterCraft XT lineup is designed to offer ultimate flexibility to consumers with maximum customization and maximum performance at retail prices ranging from approximately $130,000 to $190,000. The NXT models offer the quality, performance, styling, and innovation of the MasterCraft brand to the entry-level consumer, with retail prices ranging from approximately $100,000 to $150,000. We have strategically designed and priced the MasterCraft NXT models to target the fast-growing entry-level consumer group that is distinct from our traditional consumer base, while maintaining our core MasterCraft brand attributes at profit margins comparable to our other offerings.

2


 

Our Crest portfolio of pontoon boats are designed for the ultimate in comfort and recreational pleasure boating. Crest has continued to grow market share as it expands its distribution footprint. Crest’s pontoon boats are designed to offer consumers the best in luxury, style and performance without compromise across a diverse model lineup ranging in length from 20 to 27 feet. The Signature Line is home to Crest’s Classic models. The Premium Line boasts three Caribbean models with sleek lines, available tower options, unique color combinations and top-quality construction. The Ultimate Luxury Line represents the pinnacle of lavish amenities, featuring the Continental, Continental NX, and Savannah models. This lineup anticipates every need with thoughtful options, an industry-first integrated dual windshield and premium upholstery and audio upgrades. The Electric Line harmonizes industry innovations by introducing eco-friendly pontoon boats. The new Current model allows consumers to enjoy a new level of peace and relaxation with less noise and minimal emissions. Crest’s retail prices range from approximately $35,000 to $220,000.

Our Aviara portfolio of luxury recreational day boats was designed in-house with the vision to create pleasure crafts that defy compromise. The Aviara brand drew on MasterCraft’s legacy of quality. Aviara’s boat designs were inspired by four product design principles – Progressive Style, Elevated Control, Modern Comfort and Quality Details. Aviara’s models consist of the AV32, a 32-foot luxury bowrider, the AV36, a 36-foot luxury bowrider, the AV40, the brand’s flagship 40-foot luxury bowrider, and beginning in fiscal 2024, AV28, a 28-foot luxury bowrider, for the ultimate on-the-water experience. All models are available in either outboard or sterndrive propulsion, and Aviara’s retail prices range from approximately $200,000 to over $1,300,000. We believe there will be significant model expansion opportunities for Aviara in the future.

Our Dealer Network

Our products are sold through extensive networks of independent dealers in North America and internationally. We target our distribution to the market category’s highest performing dealers. The majority of our MasterCraft brand dealers are exclusive to our MasterCraft product lines within the ski/wake category, highlighting the commitment of our key dealers to the MasterCraft brand. Our other brands are generally served on a nonexclusive basis by their respective dealers.

We consistently review our distribution networks to identify opportunities to expand our geographic footprint and improve our coverage of the market. We constantly monitor the health and strength of our dealers by analyzing each dealer’s retail sales and inventory and have established processes to identify under-performing dealers in order to assist them in improving their performance, to allow us to switch to a more effective dealer, or to direct product to markets with the greatest retail demand. These processes also allow us to better monitor dealer inventory levels and product turns and contribute to a healthier dealer network that is better able to stock and sell our products. We believe our outstanding dealer networks and our proactive approach to dealer management allow us to distribute our products more efficiently than our competitors and will help us capitalize on growth opportunities as our industry volumes continue to increase.

For fiscal 2023, the Company’s top ten dealers accounted for approximately 40% of our net sales and one of our dealers individually accounted for 14.9%, or approximately $98.6 million.

North America. As of June 30, 2023, our MasterCraft brand had a total of 108 dealers across 158 locations. Our Crest brand had a total of 148 dealers across 185 locations. Our Aviara brand is sold through a distribution network consisting of one dealer with 57 locations.

Outside of North America. As of June 30, 2023, through our MasterCraft brand, we had a total of 43 international dealers and 43 locations. Our Crest brand had two international dealers in two locations. Aviara had no international dealers. We define international dealers as those dealers with locations outside of North America. We are present in Europe, Australia, South America, Africa, Asia, including Hong Kong, and the Middle East. We generated 4.6%, 5.5%, and 5.1% of our net sales outside of North America in fiscal 2023, 2022, and 2021, respectively.

Dealer Relations

We have developed a system of financial incentives for our dealers based on achievement of key benchmarks. In addition, we provide our dealers with comprehensive sales training and a complete set of technology-based tools designed to help dealers maximize performance. Our dealer incentive program has been refined through years of experience with some of the key elements including wholesale rebates, retail rebates and promotions, other allowances, and floor plan interest reimbursement or cash discounts to encourage balanced production throughout the year.

Beyond our incentive programs, we have developed a proprietary web-based management tool that is used by our dealers on a day-to-day basis to improve their own businesses as well as enhance communication with our factory and sales management teams. Our business-to-business application efficiently executes many critical functions, including warranty registrations, warranty claims, boat ordering and tracking, parts ordering, technical support, and inventory reporting. This system facilitates communication between our sales team and the dealer network and allows our manufacturing department to review consumer demand in real time.

3


 

Manufacturing

MasterCraft boats and trailers are manufactured and lake-tested at our 310,000 square-foot facility located in Vonore, Tennessee. We believe MasterCraft has the only boat manufacturing facility to achieve compliance with all three of the ISO 9001 (Quality Management Systems), 14001 (Environmental Management Systems), and 18001 (International Occupational Health and Safety Management System) standards. Crest boats are manufactured at our 270,000 square-foot facility located in Owosso, Michigan. Aviara boats are manufactured at our 130,000 square-foot facility in Merritt Island, Florida.

The rigorous and consumer-centric attention to detail in the design and manufacturing of our products results in boats of high quality which provides an exceptional on water experience across all of our brands. Our dedication to quality permits our consumers to enjoy our products with confidence.

Our boats are built through a continuous flow manufacturing process that encompasses fabrication, assembly, quality management, and testing. We manufacture certain components and subassemblies for our boats, such as upholstery, and procure other components from third-party vendors and install them on the boat. We have several exclusive supplier partnerships for certain critical components, such as aluminum billet, towers, and engine packages. For MasterCraft, we also build custom trailers that match the exact size and design-characteristics of our boats.

Suppliers

We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, aluminum, lumber and steel, as well as parts and components such as engines and electronic controls. We maintain long-term contracts with certain strategic suppliers and informal arrangements with other suppliers.

We are focused on working with our supply chain partners to enable cost improvement, world-class quality, and continuous product innovation. We have engaged our key suppliers in collaborative preferred supplier relationships and have developed processes including annual cost reduction targets, regular reliability projects, and extensive product testing requirements to ensure that our suppliers produce to the highest levels of quality expected of our brands and at lowest total cost. These collaborative efforts begin at the design stage, as our key suppliers are integrated into design and development planning well in advance of launch, which allows us to control costs and to leverage the expertise of our suppliers in developing product innovations. We believe these collaborative relationships with our key strategic suppliers have contributed to significant improvements in product quality, innovation, and profitability.

The most significant components used in manufacturing our boats, based on cost, are engine packages. For our MasterCraft brand, Ilmor Engineering, Inc. (“Ilmor”) is our exclusive engine supplier and for our Crest brand, Mercury Marine (“Mercury”) is our largest engine supplier. For our Aviara brand, Mercury provides outboard engines and Ilmor provides sterndrive engines. We maintain strong and long-standing relationships with Ilmor and Mercury. During fiscal 2023, Ilmor was our largest overall supplier. In addition to ski/wake and sterndrive engines, Ilmor’s affiliates produce engines used in a number of leading racing boats and race cars. We work closely with Ilmor to remain at the forefront of engine design, performance, and manufacturing. We believe our long-term relationships with our engine supplier partners is a key competitive advantage.

Research and Development, Product Development and Engineering

We are strategically and financially committed to innovation, as reflected in our dedicated product development and engineering groups and evidenced by our track record of new product and feature introduction. As of June 30, 2023, our product development and engineering group includes 67 professionals. These individuals bring to our product development efforts significant expertise across core disciplines, including boat design, computer-aided design, naval engineering, electrical engineering, and mechanical engineering. They are responsible for execution of all facets of our new product and innovation strategy, starting with design and development of new boat models and innovative features, engineering these designs for manufacturing, and integrating new boats and features into production. Our product development and engineering functions work closely with our Strategic Portfolio Management Team which includes senior leadership from Sales, Marketing and Finance, all working together to develop our long-term product and innovation strategies.

We have structured processes to obtain consumer, dealer, and management feedback to guide our long-term product lifecycle and portfolio planning. In addition, extensive testing and coordination with our manufacturing groups are important elements of our product development process, which we believe enable us to leverage the lessons from past launches and minimize the risk associated with the release of new products. Our strategy is to launch several new models each year, which will allow us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments. In addition to our product strategy, we manage a separate innovation development process which allows us to design innovative new features for our boats in a disciplined manner and to launch these innovations in a more rapid time frame and with higher quality. These enhanced processes have reduced the time to market for our new product pipeline. Our research and product development expense for fiscal 2023, 2022, and 2021 was $8.3 million, $7.2 million, and $5.8 million, respectively.

4


 

Intellectual Property

We rely on a combination of patent, trademark, and copyright protection, trade secret laws, confidentiality procedures, and contractual provisions to protect our rights in our brands, products, and proprietary technology. We also protect our vessel hull designs through vessel hull design registrations. This is an important part of our business and we intend to continue protecting our intellectual property. We currently hold more than 50 U.S. patents and more than 10 foreign patents, including utility and design patents for our transom surf seating, our DockStar handling system, and our SurfStar surf system technology among numerous other innovations. Provided that we comply with all statutory maintenance requirements, our patents are expected to expire between 2028 and 2041. We also have additional patent applications pending in the U.S. and worldwide. We also own in excess of 130 trademark registrations in various countries around the world, most notably for the MasterCraft, Crest, and Aviara names and/or logos, as well as numerous model names in MasterCraft’s Star Series, X, XT, and NXT product families, and we have several pending applications for additional registrations. Such trademarks may endure in perpetuity on a country-by-country basis provided that we comply with all statutory maintenance requirements, including continued use of each trademark in each such country. In addition, we own 38 registered U.S. copyrights. Finally, we have registered more than 50 vessel hull designs with the U.S. Copyright Office, the most recent of which will remain in force through 2030.

Competitive Conditions and Position

We believe each of our brands are highly competitive and have a reputation for quality. We compete by operating, developing, and acquiring a diversified portfolio of leading brands focused on the fastest growing segments of the powerboat industry; focusing relentlessly on delivering the best overall ownership experience to consumers; developing and continuously improving highly efficient production techniques and methods which result in highly innovative products; distributing our products through extensive, consumer-centric independent dealer networks; and attracting, developing, and retaining high-performing employees.

Significant competition exists for each of our brands, and the markets in which we compete range from being relatively concentrated for the ski/wake category, to being fragmented for the pontoon category. As of December 2022, based on Statistical Surveys, Inc. (“SSI”) data, the top five brands accounted for approximately 71% of the ski/wake markets and approximately 50% for the pontoon market. Market participants also range from small, single-product businesses to large, diversified companies. In addition, we compete indirectly with businesses that offer alternative leisure products and activities.

In recent history, the MasterCraft brand has consistently competed for the leading market share position in the U.S. among manufacturers of ski/wake boats based on unit volume. As of December 2022, based on SSI data, the MasterCraft brand has the #1 market share in the ski/wake category with 20.8%. As of December 2022, based on SSI data, the Crest brand has the #9 market share in the aluminum pontoon category with 4.1%. As of December 2022, based on SSI data, the Aviara brand has the #7 market share in the 30-foot to 43-foot bowrider category with 6.3%.

Human Capital Resources

We have approximately 1,060 employees as of June 30, 2023, of whom 560 primarily work at our MasterCraft facility in Tennessee, 260 primarily work at our Crest facility in Michigan, and 240 primarily work at our Aviara facility in Florida. None of our employees are unionized or subject to collective bargaining agreements.

One of our strategic priorities is developing a high-performing work organization and work environment that is consumer-focused and attracts and retains superior employees. We strive to offer our employees career-specific tools, training, resources, and support development opportunities. We utilize a talent management process, which includes performance appraisal and development planning. We are also deeply invested in attracting and developing the next generation of workforce talent to the boating industry. We’ve partnered with local community and technical colleges by developing training programs and donating boats and supplies to position graduates for jobs in the boating industry upon graduation.

Employee safety is always a top priority. We are focused on improving and innovating when it comes to the well-being of our dedicated workforce across our portfolio of brands. We take great care to ensure everyone at the Company is empowered to do their best work, in a safe and well-managed environment. We maintain clean, safe and healthy workplaces through our vigorous training programs and professional safety standards systems, including job hazard assessments and industrial hygiene and ventilation practices.

Our compensation program is designed to facilitate high performance and generate results that will create value for our stockholders. We structure executive compensation to pay for performance, reward our executives with equity in the Company in order to align their interests with the interests of our stockholders and allow those employees to share in our stockholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top talent.

Environmental, Safety, and Regulatory Matters

Our operations are subject to extensive and frequently changing federal, state, local, and foreign laws and regulations, including those concerning product safety, environmental protection, and occupational health and safety. We believe that our operations and products

5


 

are in compliance with these regulatory requirements. Historically, the cost of achieving and maintaining compliance with applicable laws and regulations has not been material. However, we cannot provide assurance that future costs and expenses required for us to comply with such laws and regulations, including any new or modified regulatory requirements, or to address newly discovered environmental conditions, will not have a material adverse effect on our business, financial condition, operating results, or cash flows.

We have not been notified of and are otherwise currently not aware of any contamination at our current or former facilities for which we could be liable under environmental laws or regulations and we currently are not undertaking any remediation or investigation activities in connection with any contamination. However, future spills or accidents or the discovery of currently unknown conditions or non-compliances may give rise to investigation and remediation obligations or related liabilities and damage claims, which may have a material adverse effect on our business, financial condition, operating results, or cash flows.

Other Information

We were incorporated under the laws of the State of Delaware under the name MCBC Holdings, Inc. on January 28, 2000. In July 2015, we completed an initial public offering of our common stock. Effective November 7, 2018, the name of the Company was changed from MCBC Holdings, Inc. to MasterCraft Boat Holdings, Inc. We maintain a website with the address www.mastercraft.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the SEC. We also use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC's Regulation FD (Fair Disclosure).

6


 

ITEM 1A. RISK FACTORS

RISK FACTORS

Our operations and financial results are subject to certain risks and uncertainties, including those described below, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock.

Risks Relating to Economic and Market Conditions

Global economic conditions, particularly in the U.S., significantly affect our industry and business, and economic decline can materially impact our financial results.

In times of economic uncertainty or recession, consumers tend to have less discretionary income and to defer significant spending on non-essential items, which may adversely affect our financial performance. The economic uncertainty caused by (i) general economic conditions, (ii) the impact of inflation and rising interest rates, (iii) labor shortages, (iv) supply chain disruptions, (v) regional or global conflicts, (vi) public health crises, pandemics, or national emergencies and (vii) actions and stimulus measures adopted by local, state and federal governments may lead to unfavorable business outcomes. We continue to develop our portfolio of brands, but our business remains cyclical and sensitive to consumer spending on new boats.

Deterioration in general economic conditions that in turn diminishes consumer confidence or discretionary income may reduce our sales, or we may decide to lower pricing for our products, which could adversely affect our financial results, including increasing the potential for future impairment charges. Further, our products are recreational, and consumers’ limited discretionary income in times of economic hardship may be diverted to other activities that occupy their time, such as other forms of recreational, religious, cultural, or community activities. In addition, economic uncertainty may also increase certain costs of operation, such as financing costs, energy costs and insurance premiums, which in turn may impact our results of operations. We cannot predict the strength of global economies or the timing of economic recovery, either globally or in the specific markets in which we compete.

Inflation and rising interest rates could adversely affect our financial results.

The market prices of certain materials and components used in manufacturing our products, especially resins that are made with hydrocarbon feedstocks, fiberglass, aluminum, lumber, and steel, can be volatile. While, historically, inflation has not had a material effect on our results of operations, significant increases in inflation, particularly those related to wages and increases in the cost of raw materials, recently have, and may continue to have, an adverse impact on our business, financial condition, and results of operations.

In addition, new boat buyers often finance their purchases. Inflation, along with rising interest rates, could translate into an increased cost of boat ownership. Should inflation and increased interest rates continue to occur, prospective consumers may choose to forego or delay their purchases or buy a less expensive boat in the event credit is not available to finance their boat purchases.

In addition, as discussed in more detail below, rising interest rates could also incentivize dealers to reduce their inventory levels in order to reduce their interest exposure.

Rising interest rates may also increase the borrowing costs on new debt, which could affect the fair value of our investments.

Fiscal concerns and policy changes may negatively impact worldwide economic and credit conditions and adversely affect our industry, business, and financial condition.

Fiscal policy could have a material adverse impact on worldwide economic conditions, the financial markets, and availability of credit and, consequently, may negatively affect our industry, business, and overall financial condition. Consumers often finance purchases of our products, and as interest rates rise, the cost of financing the purchase also increases. While credit availability is adequate to support demand, interest rates began to rise significantly in the second half of fiscal 2022, and continued to rise throughout fiscal 2023. If credit conditions worsen and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in sales or delay improvement in sales.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our revolving credit facility and term loans are at variable rates of interest and expose us to interest rate risk. Reference rates used to determine the applicable interest rates for our debt began to rise significantly in the second half of fiscal 2022, and continued to rise throughout fiscal 2023. If interest rates continue to increase, the debt service obligations on our indebtedness will continue to increase even if the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our

7


 

indebtedness, will correspondingly decrease. Please see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” for discussion of our market risk related to interest rates.

An increase in energy costs may materially adversely affect our business, financial condition, and results of operations.

Our results of operations can be directly affected, positively and negatively, by volatility in the cost and availability of energy, which is subject to global supply and demand and other factors beyond our control. Prices for crude oil, natural gas and other energy supplies have been increasing and have been subject to high volatility, including as a result of geopolitical factors or otherwise. Further, the global clean energy movement may also reduce the availability of fossil fuels, which may in turn cause increases to energy costs. Higher energy costs result in increases in operating expenses at our manufacturing facilities, in the expense of shipping raw materials to our facilities, and in the expense of shipping products to our dealers. In addition, increases in energy costs may adversely affect the pricing and availability of petroleum-based raw materials, such as resins and foams that are used in our products. Higher fuel prices may also have an adverse effect on demand for our boats, as they increase cost of boat ownership and possibly affect product use. Higher fuel prices may also have an effect on consumer preferences causing a shift from traditional fuel-powered boats to electric boats.

Fluctuations in foreign currency exchange rates could adversely affect our results.

We sell products manufactured in the U.S. into certain international markets in U.S. dollars. The changing relationship of the U.S. dollar to foreign currencies has, from time to time, had a negative impact on our results of operations. Fluctuations in the value of the U.S. dollar relative to these foreign currencies can adversely affect the price of our products in foreign markets and the costs we incur to import certain components for our products. We will often attempt to offset these higher prices with increased discounts, which can lead to reduced net sales per unit.

Risks Relating to Our Business

 

Our ability to adjust for demand in a rapidly changing environment may adversely affect our results of operations.

The seasonality of retail demand for our products, together with our goal of balancing production throughout the year, requires us to manage our manufacturing and allocate our products to our dealer network to address anticipated retail demand and manage demand fluctuations caused by macroeconomic conditions and other factors. In addition, our dealers must manage seasonal changes in consumer demand and inventory. Our business may experience difficulty in adapting to rapidly changing production and sales volumes. We may not be able to recruit or maintain sufficient skilled labor or our suppliers may not be able to deliver sufficient quantities of parts and components for us to match production with rapid changes in forecasted demand. In addition, consumers may pursue other recreational activities if dealer pipeline inventories fall too low and it is not convenient to purchase our products, consumers may purchase from competitors, or our fixed costs may grow in response to increased demand. A failure to adjust dealer pipeline inventory levels to meet demand could adversely impact our results of operations. In addition, if our dealers reduce their inventories in response to weakness in retail demand, we could be required to reduce our production, resulting in lower rates of absorption of fixed costs in our manufacturing and, therefore, lower margins. As a result, we must balance the economies of level production with seasonal retail sales patterns experienced by our dealers and other macroeconomic conditions. Failure to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations.

We have a fixed cost base that will affect our profitability if our sales decrease.

The fixed cost levels of operating a powerboat manufacturer can put pressure on profit margins when sales and production decline. Our profitability depends, in part, on our ability to spread fixed costs over a sufficiently large number of products sold and shipped, and if we make a decision to reduce our rate of production, gross or net margins could be negatively affected. Consequently, decreased demand or the need to reduce production can lower our ability to absorb fixed costs and materially impact our financial condition or results of operations.

We may not be able to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

Our manufacturing strategy is designed to improve product quality and increase productivity, while reducing costs and increasing flexibility to respond to ongoing changes in the marketplace. To implement this strategy, we must be successful in our continuous improvement efforts, which depend on the involvement of management, production employees, and suppliers. Any inability to achieve these objectives could adversely impact the profitability of our products and our ability to deliver desirable products to our consumers.

In addition, we have made strategic capital investments in capacity expansion activities to successfully capture growth opportunities and enhance product offerings, including brand relocation and plant expansions. Moving production to a different plant and expanding capacity at an existing facility involves risks, including difficulties initiating production within the cost and timeframe estimated, supplying product to customers when expected, integrating new products, and attracting sufficient skilled labor to handle additional production demands. If we fail to meet these objectives, it could adversely affect our ability to meet customer demand for products and

8


 

increase the cost of production versus projections, both of which could result in a significant adverse impact on operating and financial results. Additionally, plant expansion can result in manufacturing inefficiencies, additional expenses, including higher wages or severance costs, and cost inefficiencies, which could negatively impact financial results.

Adverse weather conditions and climate change events can have a negative effect on revenues.

Changes in seasonal weather conditions can have a significant effect on our operating and financial results. Sales of our boats are typically stronger just before and during spring and summer, and favorable weather during these months generally has had a positive effect on consumer demand. Conversely, unseasonably cool weather, excessive rainfall, or drought conditions during these periods can reduce or change the timing of demand. Climate change could have an impact on longer-term natural weather trends, resulting in environmental changes including, but not limited to, increases in severe weather, changing sea levels, changes in sea, land and air temperatures, poor water conditions, or reduced access to water, could disrupt or negatively affect our business.

Catastrophic events, including natural and environmental disasters, acts of terrorism, or civil unrest, could have a negative effect on our operations and financial results.

We rely on the continuous operation of our manufacturing facilities in Vonore, Tennessee, Merritt Island, Florida, and Owosso, Michigan for the production of our products. Any natural disaster or other serious disruption to our facilities due to fire, snow, flood, earthquake, pandemics, civil insurrection or social unrest or any other unforeseen circumstance could adversely affect our business, financial condition, and results of operations. Hurricanes, floods, earthquakes, storms, and catastrophic natural or environmental disasters, as well as acts of terrorism or civil unrest, could disrupt our distribution channel, operations, or supply chain and decrease consumer demand. If a catastrophic event takes place in one of our major sales markets, our sales could be diminished. Additionally, if such an event occurs near our business locations, manufacturing facilities or key supplier facilities, business operations, and/or operating systems could be interrupted.

We could be uniquely affected by weather-related catastrophic events, as we have dealers and third-party suppliers located in regions of the United States that have been and may be exposed to damaging storms, such as hurricanes and tornados, floods and environmental disasters. Although preventative measures may help to mitigate damage, the damage and disruption resulting from natural and environmental disasters may be significant. Such disasters can disrupt our consumers, dealers, or suppliers, which can interrupt our operational processes and our sales and profits.

Our ability to remain competitive depends on successfully introducing new products and services that meet consumer expectations.

We believe that our consumers look for and expect quality, innovation, and advanced features when evaluating and making purchasing decisions about products and services in the marketplace. Our ability to remain competitive and meet our growth objectives may be adversely affected by difficulties or delays in product development, such as an inability to develop viable new products, gain market acceptance of new products, generate sufficient capital to fund new product development, or obtain adequate intellectual property protection for new products. To meet ever-changing consumer demands, both timing of market entry and pricing of new products are critical. As a result, we may not be able to introduce new products that are necessary to remain competitive in all markets that we serve. Furthermore, we must continue to meet or exceed consumers' expectations regarding product quality and after-sales service or our operating results could suffer.

Our financial results may be adversely affected by our third-party suppliers' increased costs or inability to adjust for our required production levels due to changes in demand or global supply chain disruptions.

We rely on a complex global supply chain of third parties to supply raw materials used in the manufacturing process, including resins, fiberglass, aluminum, lumber and steel, as well as product parts and components. The prices for these raw materials, parts, and components fluctuate depending on market conditions and, in some instances, commodity prices or trade policies, including tariffs. Substantial increases in the prices of raw materials, parts, and components would increase our operating costs, and could reduce our profitability if we are unable to recoup the increased costs through higher product prices or improved operating efficiencies. Similarly, if a critical supplier were to close its operations, cease manufacturing, or otherwise fail to deliver an essential component necessary to our manufacturing operations, that could detrimentally affect our ability to manufacture and sell our products, resulting in an interruption in business operations and/or a loss of sales.

In addition, engines used in the manufacturing processes of certain segments are available from a sole-source supplier. Other components used in our manufacturing process, such as boat windshields, towers, and surf tabs may only be available from a limited number of suppliers. Operational and financial difficulties that these or other suppliers may face in the future could adversely affect their ability to supply us with the parts and components we need, which could significantly disrupt our operations. It may be difficult to find a replacement supplier for a limited or sole source raw material, part, or component without significant delay or on commercially reasonable terms. In addition, an uncorrected defect or supplier's variation in a raw material, part, or component, either unknown to us or incompatible with our manufacturing process, could jeopardize our ability to manufacture products.

9


 

Some additional supply chain disruptions that could impact our operations, impair our ability to deliver products to customers, and negatively affect our financial results include:

an outbreak of disease or facility closures due to public health threats;
a deterioration of our relationships with suppliers;
events such as natural disasters, power outages, or labor strikes;
financial or political instability in any of the countries in which our suppliers operate;
financial pressures on our suppliers due to a weakening economy or unfavorable conditions in other end markets;
supplier manufacturing constraints and investment requirements; or
termination or interruption of supply arrangements.

These risks are exacerbated in the case of single-source suppliers, and the exclusive supplier of a key component could potentially exert significant bargaining power over price, quality, warranty claims, or other terms.

We continue to evaluate and shift production; consequently, our need for raw materials and supplies continues to fluctuate. Our suppliers must be prepared to shift operations and, in some cases, hire additional workers and/or expand capacity in order to fulfill our orders and those of other customers. Cost increases, defects, or sustained interruptions in the supply of raw materials, parts, or components due to delayed start-up periods, or sudden changes in requirements, our suppliers experience as they shift production efforts create risks to our operations and financial results. The Company has experienced periodic supply shortages and increases in costs to certain materials. We continue to address these issues by identifying alternative suppliers for key materials and components, working to secure adequate inventories of critical supplies, and continually monitoring the capabilities of our supplier base. In the future, however, we may experience shortages, delayed delivery, and/or increased prices for key materials, parts, and supplies that are essential to our manufacturing operations.

Our business and operations are dependent on the expertise of our key contributors, our successful implementation of succession plans, and our ability to attract and retain management employees and skilled labor.

The talents and efforts of our employees, particularly key managers, are vital to our success. We have observed an overall tightening and increasingly competitive labor market in recent years, which could inhibit our ability to recruit, train and retain employees we require at efficient costs and could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees. Our management team has significant industry experience and would be difficult to replace. We may be unable to retain them or to attract other highly qualified employees. Failure to hire, develop, and retain highly qualified and diverse employee talent and to develop and implement an adequate succession plan for the management team could disrupt our operations and adversely affect our business and our future success. We perform an annual review of management succession plans with our board of directors, including reviewing executive officer and other important positions to substantially mitigate the risk associated with key contributor transitions, but we cannot ensure that all transitions will be implemented successfully.

Our ability to continue to execute our growth strategy could potentially be adversely affected by the effectiveness of organizational changes. Any disruption or uncertainty resulting from such changes could have a material adverse impact on our business, results of operations, and financial condition.

Much of our future success depends on, among other factors, our ability to attract and retain skilled labor, which is critical to our operations. We may experience difficulty maintaining desired staffing levels due to increased competition for employees, higher employee turnover rates and low unemployment rates in many of the geographic areas in which we manufacture or distribute goods. We continually invest in automation and improve our efficiency, but availability and retention of skilled hourly workers remains critical to our operations. In order to manage this risk, we regularly monitor and make improvements to wages and benefit programs, as well as develop and improve recruiting, training, and safety programs to attract and retain an experienced and skilled workforce.

We depend on our network of independent dealers which creates additional risks.

Substantially all of our sales are derived from our network of independent dealers. Maintaining a reliable network of dealers is essential to our success. Our agreements with dealers in our networks typically provide for one-year terms, although some agreements have longer terms. The loss of one or more of these dealers could have a material adverse effect on our financial condition and results of operations. The number of dealers supporting our products and the quality of their marketing and servicing efforts are essential to our ability to generate sales. We face competition from other manufacturers in attracting and retaining independent boat dealers. Although our management believes that the quality of our products in the premium performance sport, outboard boat, and sterndrive boat industries should permit us to maintain our relationships with our dealers and our market share position, there can be no assurance that we will be able to maintain or improve our relationships with our dealers or our market share position. In addition, independent dealers in the

10


 

powerboat industry have experienced significant consolidation in recent years, which could result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a competitor. A significant deterioration in the number or effectiveness of our dealers could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Although at present we believe dealer health to be generally favorable, weakening demand for marine products could hurt our dealers’ financial performance. In particular, reduced cash flow from decreases in sales and tightening credit markets could impair dealers' ability to fund operations. Inability to fund operations can force dealers to cease business, and we may be unable to obtain alternate distribution in the vacated market. An inability to obtain alternate distribution could unfavorably affect our net sales through reduced market presence. If economic conditions deteriorate, we anticipate that dealer failures or voluntary market exits would increase, especially if overall retail demand materially declines.

Our dealers require adequate liquidity to finance their operations, including purchasing our products. Dealers are subject to numerous risks and uncertainties that could unfavorably affect their liquidity positions, including, among other things, continued access to adequate financing sources on a timely basis on reasonable terms. These financing sources are vital to our ability to sell products through our network of dealers. Many of our dealers have floor plan financing arrangements with third-party finance companies. Many factors, including creditworthiness of our dealers and overall aging and level of pipeline inventories, continue to influence the availability and terms of financing that our dealers are able to secure, which could cause dealers to shift the timing of purchases or reduce the total amount purchased in a given period of time, adversely affecting sales of our products. In addition, rising interest rates could also incentivize dealers to reduce their inventory levels in order to reduce their interest exposure, which may further adversely impact the sales of our products and our results of operations.

We may be required to repurchase inventory of certain dealers.

Floor plan financing arrangements with third-party finance companies enable dealers to purchase our products. In connection with these agreements, we may have an obligation to repurchase our products from a finance company under certain circumstances. This obligation is triggered if a dealer defaults on its debt obligations to a finance company. In addition, applicable laws regulating dealer relations may also require us to repurchase our products from our dealers under certain circumstances. In such circumstances, we may not have any control over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy any repurchase obligation. If we were obligated to repurchase a significant number of units under any repurchase agreement or under applicable dealer laws, our business, operating results, financial condition and cash flows could be adversely affected.

Future declines in marine industry demand could cause an increase in repurchase activity or could require us to incur losses in excess of established reserves. In addition, our cash flow and loss experience could be adversely affected if repurchased inventory is not successfully distributed to other dealers in a timely manner, or if the recovery rate on the resale of the product declines. The finance companies could require changes in repurchase terms that would result in an increase in our contractual obligations.

Our industry is characterized by intense competition, which affects our sales and profits.

The premium performance sport boat, outboard, and sterndrive boat categories and the powerboat industry as a whole are highly competitive for consumers and dealers. We also compete against consumer demand for used boats. Competition affects our ability to succeed in both the markets we currently serve and new markets that we may enter in the future. Competition is based primarily on brand name, price, product selection, and product performance. We compete with several large manufacturers that may have greater financial, marketing, and other resources than we do and who are represented by dealers in the markets in which we now operate and into which we plan to expand. We also compete with a variety of small, independent manufacturers. We cannot provide assurance that we will not face greater competition from existing large or small manufacturers or that we will be able to compete successfully with new competitors. Our failure to compete effectively with our current and future competitors would adversely affect our business, financial condition, and results of operations.

We compete with a variety of other activities for consumers’ scarce leisure time.

Our boats are used for recreational and sport purposes, and demand for our boats may be adversely affected by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern, or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase and enjoy our products.

Our sales may be adversely impacted by increased consumer preference for used boats or the supply of new boats by competitors in excess of demand.

During an economic downturn, we could experience a shift in consumer demand toward purchasing more used boats, primarily because prices for used boats are typically lower than retail prices for new boats. If this were to occur, it could have the effect of reducing demand among retail purchasers for our new boats. Also, while we have taken steps designed to balance production volumes for our boats with demand, our competitors could choose to reduce the price of their products, which could have the effect of reducing demand for our

11


 

new boats. In addition, as previously mentioned, a shift from traditional fuel-powered boats to electric boats, alternative fuel-powered boats, or other technologies could reduce demand for our boats. Reduced demand for new boats could lead to reduced sales by us, which could adversely affect our business, results of operations, and financial condition.

Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.

We provide a limited warranty for our products. We may provide additional warranties related to certain promotional programs, as well as warranties in certain geographical markets as determined by local regulations and market conditions.

Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. Our standard warranties require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Historically, product recalls have been administered through our dealers and distributors. The repair and replacement costs we could incur in connection with a recall could adversely affect our business. In addition, product recalls could harm our reputation and cause us to lose consumers, particularly if recalls cause consumers to question the safety or reliability of our products.

An inability to identify and complete targeted acquisitions could negatively impact financial results.

We may in the future explore acquisitions and strategic alliances that will enable us to acquire complementary skills and capabilities, offer new products, expand our consumer base, enter new product categories or geographic markets, and obtain other competitive advantages. We cannot provide assurance, however, that we will identify acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms, or complete acquisitions or strategic alliances. In managing our acquisition strategy, we conduct rigorous due diligence, involve various functions, and continually review target acquisitions, all of which we believe mitigates some of our acquisition risks. However, we cannot assure that suitable acquisitions will be identified or consummated or that, if consummated, they will be successful. Acquisitions include a number of risks, including our ability to project and evaluate market demand, realize potential synergies and cost savings, and make accurate accounting estimates, as well as diversion of management attention. Uncertainties exist in assessing the value, risks, profitability, and liabilities associated with certain companies or assets, negotiating acceptable terms, obtaining financing on acceptable terms, and receiving any necessary regulatory approvals. As we continue to grow, in part, through acquisitions, our success depends on our ability to anticipate and effectively manage these risks. Our failure to successfully do so could have a material adverse effect on our financial condition and results of operations.

The inability to successfully integrate acquisitions could negatively impact financial results.

Our strategic acquisitions pose risks, such as our ability to project and evaluate market demand; maximize potential synergies and cost savings; make accurate accounting estimates; and achieve anticipated business objectives. Acquisitions we may complete in the future, present these and other integration risks, including:

the possibility that the expected synergies and value creation will not be realized or will not be realized within the expected time period;
the risk that unexpected costs and liabilities will be incurred;
diversion of management attention; and
difficulties retaining employees.

If we fail to timely and successfully integrate new businesses into existing operations, we may see higher costs, lost sales, or otherwise diminished earnings and financial results.

Negative public perception of our products, our environmental, social and governance (ESG) practices or restrictions on the access or the use of our products in certain locations could materially adversely affect our business or results of operations.

Demand for our products depends in part on their acceptance by the public. Public concerns about the environmental impact of our products or their perceived safety, or our ESG practices generally, could result in diminished public perception of the products we sell. Government, media, or activist pressure to limit emissions could also negatively impact consumers’ perceptions of our products. Any decline in the public acceptance of our products could negatively impact their sales or lead to changes in laws, rules and regulations that prevent access to certain locations or restrict use or manner of use in certain areas or during certain times, which could also negatively impact sales. Any material decline in the public acceptance of our products could impact our ability to retain existing consumers or attract new ones which, in turn, could have a material adverse effect on our business, results of operations or financial condition.

Our business operations could be negatively impacted by an outage or breach of our information technology systems, network disruptions, or a cybersecurity event.

12


 

We manage our business operations through a variety of information technology systems and their underlying infrastructure, which we continually enhance to increase efficiency and security. In addition to the disruptions in our information technology systems, cybersecurity threats and sophisticated and targeted cyberattacks pose a risk to our information technology systems. We have established security policies, processes, and defenses, including employee awareness training regarding phishing, malware, and other cyber risks, designed to help identify and protect against intentional and unintentional misappropriation or corruption of our information technology systems and information and disruption of our operations. Additionally, we maintain quarterly discussions with our board of directors to address cyber risks and system and process enhancements. Despite these efforts, our information technology systems may be damaged, disrupted, or shut down due to attacks by unauthorized access, malicious software, computer viruses, undetected intrusion, hardware failures, or other events, and in these circumstances our disaster recovery plans may be ineffective or inadequate. These breaches or intrusions could lead to business interruption, exposure of proprietary or confidential information, data corruption, damage to our reputation, exposure to legal and regulatory proceedings, and other costs. A security breach might also lead to violations of privacy laws, regulations, trade guidelines or practices related to our customers and associates and could result in potential claims from customers, associates, shareholders, or regulatory agencies. Any failure to maintain compliance with such laws, regulations, trade guidelines or practices may cause us to incur significant penalties and generate negative publicity, and may require us to change our business practices, increase our costs or otherwise adversely affect our business. Such events could adversely impact our reputation, business, financial position, results of operations, and cash flows. In addition, we could be adversely affected if any of our significant customers or suppliers experiences any similar events that disrupt their business operations or damage their reputation.

While we maintain monitoring practices and protections of our information technology to reduce these risks and test our systems on an ongoing basis for potential threats, there can be no assurance that these efforts will prevent a cyber-attack or other security breach. We carry cybersecurity insurance to help mitigate the financial exposure and related notification procedures in the event of intentional intrusion; however, there can be no assurance that our insurance will adequately protect against potential losses that could adversely affect our business.

We rely on third parties for computing, storage, processing, and similar services. Any disruption of or interference with our use of these third-party services could have an adverse effect on our business, financial condition, and operating results.

Many of our business systems reside on third-party outsourced cloud infrastructure providers. We are therefore vulnerable to service interruptions experienced by these providers and could experience interruptions, delays, or outages in service availability in the future due to a variety of factors, including infrastructure changes, human, hardware or software errors, hosting disruptions, and capacity constraints. While we have mitigation and service redundancy plans in place, outages and/or capacity constraints could still arise from a number of causes such as technical failures, natural disasters, fraud, or internal or third-party security attacks, which could negatively impact our ability to manufacture and/or operate our business.

Our credit facilities contain covenants which may limit our operating flexibility; failure to comply with covenants may result in our lenders restricting or terminating our ability to borrow under such credit facilities.

In the past, we have relied on our existing credit facilities to provide us with adequate liquidity to operate our business. The availability of borrowing amounts under our credit facilities is dependent on compliance with the debt covenants set forth in our credit agreement. Violation of those covenants, whether as a result of operating losses or otherwise, could result in our lenders restricting or terminating our borrowing ability under our credit facilities. If our lenders reduce or terminate our access to amounts under our credit facilities, we may not have sufficient capital to fund our working capital and other needs, and we may need to secure additional capital or financing to fund our operations or to repay outstanding debt under our credit facilities. We cannot provide assurance that we will be successful in ensuring the availability of amounts under our credit facilities or in raising additional capital, or that any amount, if raised, will be sufficient to meet our cash needs or will be on terms as favorable as those which have been available to us historically. If we are not able to maintain our ability to borrow under our credit facilities, or to raise additional capital when needed, our business and operations will be materially adversely affected.

Actual or potential public health emergencies, epidemics, or pandemics, such as the COVID-19 pandemic, could have a material adverse effect on our business, results of operations, or financial condition.

The impact of actual or potential public health emergencies, epidemics, or pandemics on the Company, our suppliers, dealers, and consumers, and the general economy could be wide-ranging and significant, depending on the nature of the issue, governmental actions taken in response, and the public reaction. The impact of such events could include employee illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in economic activity, widespread unemployment, and supply chain interruptions, which collectively could cause significant disruptions to global economies and financial markets.

In addition, these events could result in future significant volatility in demand, positively or negatively, for our products. Demand volatility may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine, or other travel restrictions; dealership closures due to illness or government restrictions; a reduction in boating activity as a result of governmental actions or self-quarantine measures; shifts in demand away from discretionary products; and reduced options for

13


 

marketing and promotion of products. If such events occur over a prolonged period, they could increase our costs and difficulty of operating our business, including accurately planning and forecasting for our operations and inventory levels, which may adversely impact our results.

The COVID-19 pandemic resulted in disruption, uncertainty, and volatility in the global financial and credit markets, and similar future events could to the same. Such volatility could impact our access to capital resources and liquidity in the future, including making credit difficult to obtain or only available on less favorable terms. The impact on our operations could also be material. For example, we could experience absenteeism caused by illness or quarantine measures. Additionally, we rely on original equipment manufacturers, dealers, and distributors to market and sell most of our products, and effects on their businesses or financial condition as a result of future pandemics could result in various adverse operational impacts including, but not limited to, lower sales, delayed cash payments, interrupted customer warranty service, and increased credit risk.

Risks Relating to Intellectual Property

Our success depends on the continued strength of our brands and the value of our brands, and sales of our products could be diminished if we, the athletes who use our products, or the sports and activities in which our products are used are associated with negative publicity.

We believe that our brands are a significant contributor to the success of our business and that maintaining and enhancing our brands is important to expanding our consumer and dealer base. Failure to continue to protect our brands may adversely affect our business, financial condition, and results of operations.

Negative publicity, including that resulting from severe injuries or death occurring in the sports and activities in which our products are used, could negatively affect our reputation and result in restrictions, recalls, or bans on the use of our products. Further, actions taken by athletes associated with our products that harm the reputations of those athletes could also harm our brand image and adversely affect our financial condition. If the popularity of the sports and activities for which we design, manufacture, and sell products were to decrease as a result of these risks or any negative publicity, sales of our products could decrease, which could have an adverse effect on our net sales, profitability, and operating results. In addition, if we become exposed to additional claims and litigation relating to the use of our products, our reputation may be adversely affected by such claims, whether or not successful, including by generating potential negative publicity about our products, which could adversely impact our business and financial condition.

Our intellectual property rights may be inadequate to protect our business.

We rely on a combination of patents, trademarks, copyrights, protected design, and trade secret laws; employee and third-party non-disclosure agreements; and other contracts to establish and protect our technology and other intellectual property rights. However, we remain subject to risks, including:

the steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology;
third parties may independently develop similar technology;
agreements containing protections may be breached or terminated;
we may not have adequate remedies for breaches;
pending patent, trademark, and copyright applications may not be approved;
existing patent, trademark, copyright, and trade secret laws may afford limited protection;
a third party could copy or otherwise obtain and use our products or technology without authorization; or
we may be required to litigate to enforce our intellectual property rights, and we may not be successful.

Policing unauthorized use of our intellectual property is difficult and litigating intellectual property claims may result in substantial cost and divert management’s attention.

In addition, we may be required to defend our products against patent or other intellectual property infringement claims or litigation. Besides defense expenses and costs, we may not prevail in such cases, forcing us to seek licenses or royalty arrangements from third parties, which we may not be able to obtain on reasonable terms, or subjecting us to an order or requirement to stop manufacturing, using, selling, or distributing products that included challenged intellectual property, which could harm our business and financial results.

If third parties claim that we infringe on their intellectual property rights, our financial condition could be adversely affected.

14


 

We face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of patent or other intellectual property infringement, even those without merit, could be expensive and time consuming to defend, cause us to cease making, licensing, or using products that incorporate the challenged intellectual property, require us to redesign, re-engineer, or re-brand our products, if feasible, divert management’s attention and resources, or require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products, any of which could have a negative impact on our business, financial condition, and results of operations. While we are not currently involved in any outstanding intellectual property litigation that we believe, individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations, we cannot predict the outcome of any pending litigation and an unfavorable outcome could have an adverse impact on our business, financial condition, or results of operations.

Risks Relating to Our Regulatory, Accounting, Legal, and Tax Environment

International tariffs could materially and adversely affect our business and results of operations.

Changes in laws and policies governing foreign trade could adversely affect our business. The institution of global trade tariffs, trade sanctions, new or onerous trade restrictions, embargoes and other stringent government controls carries the risk of negatively affecting global economic conditions, which could have a negative impact on our business and results of operations. Also, certain foreign governments have imposed tariffs on certain U.S. goods and may take additional retaliatory trade actions stemming from the tariffs, which could increase the pricing of our products and result in decreased consumer demand for our products outside of the United States, which could materially and adversely affect our business and results of operations.

In addition, U.S. initiated tariffs on certain foreign goods, including raw materials, commodities, and products manufactured outside the United States that are used in our manufacturing processes may cause our manufacturing cost to rise, which would have a negative impact on our business and results of operations.

An impairment in the carrying value of goodwill, trade names, and other long-lived assets could negatively affect our consolidated results of operations and net worth.

Goodwill and indefinite-lived intangible assets, such as our trade names, are recorded at fair value at the time of acquisition and are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. In evaluating the potential for impairment of goodwill and trade names, we make assumptions regarding future operating performance, business trends, and market and economic conditions. Such analyses further require us to make certain assumptions about sales, operating margins, growth rates, and discount rates. Uncertainties are inherent in evaluating and applying these factors to the assessment of goodwill and trade name recoverability. We could be required to evaluate the recoverability of goodwill or trade names prior to the annual assessment if we experience business disruptions, unexpected significant declines in operating results, a divestiture of a significant component of our business, or declines in market capitalization.

We also continually evaluate whether events or circumstances have occurred that indicate the remaining estimated useful lives of our definite-lived intangible assets and other long-lived assets may warrant revision or whether the remaining balance of such assets may not be recoverable. We use an estimate of the related undiscounted cash flow over the remaining life of the asset in measuring whether the asset is recoverable.

As of June 30, 2023, the balance of total goodwill and indefinite lived intangible assets was $54.5 million, which represents approximately 15 percent of total assets. If the future operating performance of either the Company or individual operating segments is not sufficient, we could be required to record non-cash impairment charges. Impairment charges could substantially affect our reported earnings in the periods such charges are recorded. In addition, impairment charges could indicate a reduction in business value which could limit our ability to obtain adequate financing in the future.

Compliance with environmental, health, safety, and other regulatory requirements may increase costs and reduce demand for our products.

We are subject to federal, state, local, and foreign laws and regulations, including those concerning product safety, environmental protection, and occupational health and safety. Some of these laws and regulations require us to obtain permits and limit our ability to discharge hazardous materials into the environment. Failure to comply with these requirements could result in the assessment of fines and penalties, obligations to conduct remedial or corrective actions, or, in extreme circumstances, revocation of our permits or injunctions preventing some or all of our operations. In addition, the components of our boats must meet certain regulatory standards, including stringent air emission standards for boat engines. Failure to meet these standards could result in an inability to sell our boats in key markets, which would adversely affect our business. Moreover, compliance with these regulatory requirements could increase the cost of our products, which in turn, may reduce consumer demand.

15


 

While we believe that we are in compliance with applicable federal, state, local, and foreign regulatory requirements, and hold all licenses and permits required thereunder, we cannot provide assurance that we will, at all times, be able to continue to comply with applicable regulatory requirements. Compliance with increasingly stringent regulatory and permit requirements may, in the future, cause us to incur substantial capital costs and increase our cost of operations, or may limit our operations, all of which could have a material adverse effect on our business or financial condition.

Our manufacturing processes involve the use, handling, storage, and contracting for recycling or disposal of hazardous substances and wastes. The failure to manage or dispose of such hazardous substances and wastes properly could expose us to material liability or fines, including liability for personal injury or property damage due to exposure to hazardous substances, damages to natural resources, or for the investigation and remediation of environmental conditions. Under environmental laws, we may be liable for remediation of contamination at sites where our hazardous wastes have been disposed or at our current or former facilities, regardless of whether such facilities are owned or leased or regardless of whether we were at fault. While we do not believe that we are presently subject to any such liabilities, we cannot assure you that environmental conditions relating to our prior, existing, or future sites or operations or those of predecessor companies will not have a material adverse effect on our business or financial condition.

Additionally, we are subject to laws governing our relationships with employees, including, but not limited to, employment obligations and employee wage, hour, and benefits issues, such as health care benefits. Compliance with these rules and regulations, and compliance with any changes to current regulations, could increase the cost of our operations.

We manufacture and sell products that create exposure to potential claims and litigation.

Our manufacturing operations and the products we produce could result in product quality, warranty, personal injury, property damage, and other issues, thereby increasing the risk of litigation and potential liability, as well as regulatory fines. We have in the past incurred such liabilities and may in the future be exposed to liability for such claims. We maintain product and general liability insurance of the types and in the amounts that we believe are customary for the industry. However, we may experience material losses in the future, incur significant costs to defend claims or issue product recalls, experience claims in excess of our insurance coverage or that are not covered by insurance, or be subjected to fines or penalties. Our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products. In addition, if any of our products are, or are alleged to be, defective, we may be required to participate in a recall of that product if the defect or alleged defect relates to safety. These and other claims we may face could be costly to us and require substantial management attention.

The nature of our business exposes us to workers’ compensation claims and other workplace liabilities.

Certain materials we use require our employees to handle potentially hazardous or toxic substances. While our employees who handle these and other potentially hazardous or toxic materials receive specialized training and wear protective clothing, there is still a risk that they, or others, may be exposed to these substances. Exposure to these substances could result in significant injury to our employees and damage to our property or the property of others, including natural resource damage. Our personnel are also at risk for other workplace related injuries, including slips and falls. We have in the past been, and may in the future be, subject to fines, penalties, and other liabilities in connection with any such injury or damage. Although we currently maintain what we believe to be suitable and adequate insurance in excess of our self-insured amounts, we may be unable to maintain such insurance on acceptable terms or such insurance may not provide adequate protection against potential liabilities.

Increases in income tax rates or changes in income tax laws or enforcement could have a material adverse impact on our financial results.

Changes in domestic and international tax legislation could expose us to additional tax liability. Although we monitor changes in tax laws and work to mitigate the impact of proposed changes, such changes may negatively impact our financial results. In addition, increases in individual income tax rates would negatively affect our potential consumers’ discretionary income and could decrease the demand for our products.

Risks Relating to Ownership of our Common Stock

Inefficient or ineffective allocation of capital could adversely affect our operating results and/or stockholder value.

We strive to allocate capital in a manner that enhances stockholder value, lowers our cost of capital, or demonstrates our commitment to return excess capital to stockholders, while maintaining our ability to invest in strategic growth opportunities. In July 2023, the board of directors of the Company authorized a new share repurchase program under which the Company may repurchase up to $50 million of its outstanding shares of common stock. The new authorization will become effective upon the expiration of the Company's existing $50 million share repurchase authorization. The Company intends to purchase shares under the repurchase authorization from time to time on the open market at the discretion of management, subject to strategic considerations, market conditions, and other factors. Repurchases under our share repurchase program will reduce the market liquidity for our stock, potentially affecting its trading volatility and price. Future share repurchases will also diminish our cash reserves, which may impact our ability to pursue attractive strategic

16


 

opportunities. Therefore, if we do not properly allocate our capital or implement a successful cash management strategy, including with respect to returning value to our stockholders through this share repurchase authorization, we may fail to produce optimal financial results and experience a reduction in stockholder value.

Shareholders may be diluted by future issuances of common stock in connection with our incentive plans, acquisitions, or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Our amended and restated certificate of incorporation authorizes us to issue shares of common stock and options, rights, warrants, and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.

Any common stock that we issue, including under our 2015 Incentive Award Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of our common stock.

We currently do not intend to pay dividends on our common stock.

While we have paid dividends in the past, we currently have no intention to pay dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. Furthermore, our ability to declare and pay dividends may be limited by instruments governing future outstanding indebtedness we may incur.

Certain activist shareholder actions could cause us to incur expense and hinder execution of our strategy.

We actively engage in discussions with our shareholders regarding further strengthening our Company and creating long-term shareholder value. This ongoing dialogue can include certain divisive activist tactics, which can take many forms. Some shareholder activism, including potential proxy contests, could result in substantial costs, such as legal fees and expenses, and divert management’s and our board of director’s attention and resources from our businesses and strategic plans. Additionally, public shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with dealers, distributors, or consumers, make it more difficult to attract and retain qualified personnel, and cause our stock price to fluctuate based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. These risks could adversely affect our business and operating results.

17


 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

As of June 30, 2023, all our MasterCraft boats and trailers are manufactured and lake-tested at our 310,000 square-foot manufacturing facility located on approximately 60 acres of lakefront land in Vonore, Tennessee. We also lease a 3,000 square-foot warehouse facility in West Yorkshire, England for warehousing of parts. All our Crest boats are manufactured in our 270,000 square-foot manufacturing facility located on approximately 63 acres in Owosso, Michigan. All our Aviara boats are manufactured in our 130,000 square-foot manufacturing facility on approximately 38 acres in Merritt Island, Florida.

For a discussion of the Company’s legal proceedings, see Part IV – Item 15. – Note 12 Commitments and Contingencies to the Company’s Consolidated Financial Statements.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

18


 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has been publicly traded on the NASDAQ Global Market under the symbol “MCFT” since July 17, 2015. Prior to that time, there was no public market for our common stock. As of August 25, 2023, we had approximately 12,600 holders of record of our common stock.

Dividends

We presently do not anticipate declaring or paying cash dividends on our common stock. Any future determination as to the declaration and payment of dividends, will be at the discretion of our board of directors and will depend on then-existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. See Item 1A “Risk Factors — Risks Relating to Ownership of Our Common Stock.”

Issuer Purchases of Equity Securities

On June 24, 2021, the board of directors of the Company authorized a stock repurchase program that allows for the repurchase of up to $50.0 million of our common stock during the three-year period ending June 24, 2024. During the fiscal years ended June 30, 2023 and 2022, we repurchased approximately $22.9 million and $25.5 million of our common stock, respectively. As of June 30, 2023, the remaining authorization under the program was approximately $1.6 million.

During the three months ended June 30, 2023, the Company repurchased the following shares of common stock:

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share(a)(b)

 

 

Total Number of Shares Purchased as part of Publicly Announced Program

 

 

Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (dollars in thousands)

 

April 3, 2023 - April 30, 2023

 

 

59,396

 

 

$

29.29

 

 

 

59,396

 

 

$

6,867

 

May 1, 2023 - May 28, 2023

 

 

112,490

 

 

 

28.24

 

 

 

112,490

 

 

 

3,690

 

May 29, 2023 - June 30, 2023

 

 

74,375

 

 

 

27.63

 

 

 

74,375

 

 

 

1,634

 

Total

 

 

246,261

 

 

$

 

 

 

246,261

 

 

 

-

 

(a)
Represents weighted average price paid per share excluding commissions paid.
(b)
Average price per share excludes any excise tax imposed on certain stock repurchases as part of the Inflation Reduction Act of 2022.

On July 24, 2023, the board of directors of the Company authorized a new share repurchase program under which the Company may repurchase up to $50 million of its outstanding shares of common stock. The new authorization will become effective upon the expiration of the Company's existing $50 million share repurchase authorization. As of June 30, 2023, there was $1.6 million of availability remaining under the existing stock repurchase program.

Stock Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of ours under the Securities Act or the Exchange Act.

The following stock performance graph illustrates the cumulative total shareholder return on our common stock for the period from June 30, 2018 to June 30, 2023, as compared to the Russell 2000 Index and the Dow Jones US Recreational Products Index.

The comparison assumes (i) a hypothetical investment of $100 in our common stock and the two above mentioned indices on June 30, 2018 and (ii) the full reinvestment of all dividends. The comparisons in the graph are not intended to be indicative of possible future performance of our common stock.

 

19


 

 

https://cdn.kscope.io/0f3112cefa0e348c106c8154217fc49d-img155727659_1.jpg 

Securities Authorized for Issuance Under Equity Compensation Plans

For information regarding securities authorized for issuance under our equity compensation plans, see Note 11 – Share-Based Compensation in Item 8 and Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

ITEM 6. Reserved

20


 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read together with the sections entitled “Risk Factors” and the financial statements and the accompanying notes included elsewhere in this Form 10-K. In addition, the statements in this discussion and analysis regarding the performance expectations of our business, anticipated financial results, liquidity and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” and in “Risk Factors” above. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 are not included in this Annual Report on Form 10-K and can be found in Item 7 of the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, which was filed with the SEC on September 9, 2022.

Key Performance Measures

From time to time we use certain key performance measures in evaluating our business and results of operations and we may refer to one or more of these key performance measures in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These key performance measures include:

Unit sales volume — We define unit sales volume as the number of our boats sold to our dealers during a period.
Net sales per unit — We define net sales per unit as net sales divided by unit sales volume.
Gross margin — We define gross margin as gross profit divided by net sales, expressed as a percentage.
Net income margin — We define net income margin as net income from continuing operations divided by net sales, expressed as a percentage.
Adjusted EBITDA — We define Adjusted EBITDA as net income from continuing operations, before interest, income taxes, depreciation, and amortization (“EBITDA”), as further adjusted to eliminate certain non-cash charges and unusual items that we do not consider to be indicative of our core/ongoing operations. For a reconciliation of EBITDA to Adjusted EBITDA, see “Non-GAAP Measures” below.
Adjusted EBITDA margin — We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage. For a reconciliation of Adjusted EBITDA margin to net income margin, see “Non-GAAP Measures” below.
Adjusted Net Income — We define Adjusted Net Income as net income from continuing operations, adjusted to eliminate certain non-cash charges and other items that we do not consider to be indicative of our core/ongoing operations and adjusted for the impact to income tax expense related to non-GAAP adjustments. For a reconciliation of net income from continuing operations to Adjusted Net Income, see “Non-GAAP Measures” below.

Discontinued Operations

On September 2, 2022, the Company completed the sale of its NauticStar business. This business, which was previously reported as the Company's NauticStar segment until fiscal 2023, is being reported as discontinued operations for all periods presented. The Company's results for all periods presented, as discussed in Management's Discussion and Analysis, are presented on a continuing operations basis with prior year amounts recast to provide comparability. See Note 3 in Notes to Consolidated Financial Statements for more information on Discontinued Operations.

Fiscal 2023 Overview

Net sales were up slightly during fiscal 2023 when compared to fiscal 2022. The increase was primarily due to higher pricing to offset inflationary cost pressures, partially offset by a decrease in wholesale volume, dealer incentives and less favorable model mix. We achieved our goal of rebalancing dealer inventories; however, due to a slowing retail environment, the number of wholesale units sold were lower when compared to prior year. Model mix trended towards smaller-sized models as more boats were sold as inventory stock versus retail-sold boats. Also, because of increased dealer inventories, higher interest rates, and an increasingly competitive retail environment, dealer incentives, which include floor plan financing costs and other incentives, have increased.

Gross margin declined during fiscal 2023 when compared to fiscal 2022. Offsetting the increased net sales discussed above were increased expenses related to material, labor and overhead inflation. Other contributory expenses included increased insurance premiums and warranty-related costs. Overall, including the impact of dealer incentives in net sales noted above, the gross margin percentage declined 60 basis points.

21


 

Operating expenses slightly increased during fiscal 2023 when compared to fiscal 2022. Total selling, general and administrative expenses as a percentage of net sales remained relatively flat during fiscal 2023 when compared to the same prior year period.

Results of Operations

We derived the consolidated statements of operations for the fiscal years ended June 30, 2023 and 2022 from our audited consolidated financial statements and related notes included elsewhere in this Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future.

Consolidated Results

 

 

2023

 

 

2022

 

 

Change

 

 

% Change

 

(Dollar amounts in thousands)

 

 

 

 

 

 

 

 

 

Consolidated statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$

662,046

 

 

$

641,609

 

 

$

20,437

 

 

 

3.2

%

COST OF SALES

 

 

492,333

 

 

 

473,419

 

 

 

18,914

 

 

 

4.0

%

GROSS PROFIT

 

 

169,713

 

 

 

168,190

 

 

 

1,523

 

 

 

0.9

%

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

13,808

 

 

 

12,869

 

 

 

939

 

 

 

7.3

%

General and administrative

 

 

37,034

 

 

 

36,070

 

 

 

964

 

 

 

2.7

%

Amortization of other intangible assets

 

 

1,956

 

 

 

1,956

 

 

 

 

 

 

0.0

%

Goodwill impairment

 

 

 

 

 

1,100

 

 

 

(1,100

)

 

 

 

Total operating expenses

 

 

52,798

 

 

 

51,995

 

 

 

803

 

 

 

1.5

%

OPERATING INCOME

 

 

116,915

 

 

 

116,195

 

 

 

720

 

 

 

0.6

%

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,679

)

 

 

(1,471

)

 

 

(1,208

)

 

 

82.1

%

Interest income

 

 

3,351

 

 

 

 

 

 

3,351

 

 

 

 

INCOME BEFORE INCOME TAX EXPENSE

 

 

117,587

 

 

 

114,724

 

 

 

2,863

 

 

 

2.5

%

INCOME TAX EXPENSE

 

 

27,135

 

 

 

26,779

 

 

 

356

 

 

 

1.3

%

NET INCOME FROM CONTINUING OPERATIONS

 

$

90,452

 

 

$

87,945

 

 

$

2,507

 

 

 

2.9

%

Additional financial and other data:

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume:

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

 

3,407

 

 

 

3,596

 

 

 

(189

)

 

 

(5.3

%)

Crest

 

 

2,836

 

 

 

3,156

 

 

 

(320

)

 

 

(10.1

%)

Aviara

 

 

134

 

 

 

100

 

 

 

34

 

 

 

34.0

%

Consolidated unit sales volume

 

 

6,377

 

 

 

6,852

 

 

 

(475

)

 

 

(6.9

%)

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

$

468,656

 

 

$

466,027

 

 

$

2,629

 

 

 

0.6

%

Crest

 

 

141,247

 

 

 

140,859

 

 

 

388

 

 

 

0.3

%

Aviara

 

 

52,143

 

 

 

34,723

 

 

 

17,420

 

 

 

50.2

%

Consolidated net sales

 

$

662,046

 

 

$

641,609

 

 

$

20,437

 

 

 

3.2

%

Net sales per unit:

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

$

138

 

 

$

130

 

 

$

8

 

 

 

6.2

%

Crest

 

 

50

 

 

 

45

 

 

 

5

 

 

 

11.1

%

Aviara

 

 

389

 

 

 

347

 

 

 

42

 

 

 

12.1

%

Consolidated net sales per unit

 

 

104

 

 

 

94

 

 

 

10

 

 

 

10.6

%

Gross margin

 

 

25.6

%

 

 

26.2

%

 

(60) bps

 

 

 

 

Net Sales. Net Sales increased 3.2 percent for fiscal 2023 when compared to fiscal 2022. The increase was a result of higher prices, partially offset by decreased sales volumes, increased dealer incentives, and less favorable model mix. Dealer incentives include higher floor plan financing costs as a result of increased dealer inventories and interest rates, and other incentives as the retail environment becomes more competitive.

Gross Margin. Gross Margin percentage declined 60 basis points during fiscal 2023 when compared to fiscal 2022. Lower margins were the result of higher costs related to material and overhead inflation, higher costs from dealer incentives, lower absorption due to decreased sales volumes, less favorable model mix, and increased warranty costs related to prior model year expenses, partially offset by higher prices and improved production efficiencies.

Operating Expenses. Operating expenses increased 1.5 percent during fiscal 2023 when compared to the same prior year period. During fiscal 2022, a $1.1 million goodwill impairment charge was recorded in the Aviara segment, as discussed in Note 7 in the Notes to

22


 

Consolidated Financial Statements. Selling, general and administrative expenses as a percentage of net sales were relatively flat during fiscal 2023 when compared to the same prior year period.

Interest Expense. Interest expense increased $1.2 million primarily due to higher effective interest rates.

Interest Income. Interest income of $3.4 million during fiscal 2023 is derived from investments in fiscal 2023 in a portfolio of fixed income securities as part of the Company's cash management strategy.

Income Tax Expense. Our consolidated effective income tax rate decreased to 23.1 percent for fiscal 2023 from 23.3 percent for fiscal 2022. See Note 10 in Notes to Consolidated Financial Statements for more information.

Segment Results

MasterCraft Segment

The following table sets forth MasterCraft segment results for the fiscal years ended:

(Dollar amounts in thousands)

2023

 

 

2022

 

 

Change

 

 

% Change

 

Net sales

$

468,656

 

 

$

466,027

 

 

$

2,629

 

 

 

0.6

%

Operating income

 

101,324

 

 

 

105,341

 

 

 

(4,017

)

 

 

(3.8

%)

Purchases of property, plant and equipment

 

17,414

 

 

 

6,642

 

 

 

10,772

 

 

 

162.2

%

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

3,407

 

 

 

3,596

 

 

 

(189

)

 

 

(5.3

%)

Net sales per unit

$

138

 

 

$

130

 

 

$

8

 

 

 

6.2

%

Net sales increased 0.6 percent during fiscal 2023, when compared to fiscal 2022. The increase was primarily driven by higher selling prices, partially offset by decreased sales volumes, less favorable model mix, and increased dealer incentives.

Operating income decreased 3.8 percent during fiscal 2023, when compared to the same prior year period. The overall decrease was driven by higher costs from inflationary pressures, higher dealer incentives, less favorable model mix, decreased sales volumes, and increased warranty costs related to prior model year expenses, partially offset by favorable pricing.

Purchases of property, plant, and equipment increased $10.8 million during fiscal 2023, when compared to fiscal 2022. The increase was due to capital spending focused on facility enhancements, strategic initiatives, and information technology.

Crest Segment

The following table sets forth Crest segment results for the fiscal years ended:

(Dollar amounts in thousands)

2023

 

 

2022

 

 

Change

 

 

% Change

 

Net sales

$

141,247

 

 

$

140,859

 

 

$

388

 

 

 

0.3

%

Operating income

 

20,106

 

 

 

19,892

 

 

 

214

 

 

 

1.1

%

Purchases of property, plant and equipment

 

7,149

 

 

 

4,193

 

 

 

2,956

 

 

 

70.5

%

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

2,836

 

 

 

3,156

 

 

 

(320

)

 

 

(10.1

%)

Net sales per unit

$

50

 

 

$

45

 

 

$

5

 

 

 

11.1

%

Net sales increased 0.3 percent during fiscal 2023, when compared to fiscal 2022, as a result of higher prices, and favorable model mix and options, partially offset by decreased unit volume and increased dealer incentives.

Operating income increased 1.1 percent during fiscal 2023, when compared to the same prior year period. The increase was primarily due to higher selling prices, and favorable model mix and options, partially offset by higher costs from inflationary pressures, decreased unit volume, and increased dealer incentives.

Purchases of property, plant, and equipment increased $3.0 million during fiscal 2023, when compared to the same prior-year period. The increase was primarily due to capital spending focused on capacity expansion.

 

23


 

Aviara Segment

The following table sets forth Aviara segment results for the fiscal years ended:

(Dollar amounts in thousands)

2023

 

 

2022

 

 

Change

 

 

% Change

 

Net sales

$

52,143

 

 

$

34,723

 

 

$

17,420

 

 

 

50.2

%

Operating loss

 

(4,515

)

 

 

(9,038

)

 

 

4,523

 

 

 

50.0

%

Goodwill impairment

 

 

 

 

1,100

 

 

 

(1,100

)

 

 

 

Purchases of property, plant and equipment

 

5,760

 

 

 

1,461

 

 

 

4,299

 

 

 

294.3

%

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

134

 

 

 

100

 

 

 

34

 

 

 

34.0

%

Net sales per unit

$

389

 

 

$

347

 

 

$

42

 

 

 

12.1

%

Net sales increased 50.2 percent during fiscal 2023, when compared to fiscal 2022, mainly due to increased sales volume and higher selling prices, partially offset by higher dealer incentives.

Operating loss decreased 50.0 percent for fiscal 2023, when compared to fiscal 2022. The change was primarily a result of higher prices, improved production efficiencies, and increased sales volume, partially offset by higher costs from inflationary pressures, and increased dealer incentives. Additionally, a goodwill impairment charge was recorded during the first quarter of fiscal 2022.

Purchases of property, plant, and equipment increased $4.3 million during fiscal 2023, when compared to fiscal 2022. The increase was due to capital spending focused on capacity expansion and tooling.

Non-GAAP Measures

EBITDA, Adjusted EBITDA, EBITDA Margin, and Adjusted EBITDA Margin

We define EBITDA as net income from continuing operations, before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted to eliminate certain non-cash charges or other items that we do not consider to be indicative of our core and/or ongoing operations. For the periods presented herein, these adjustments include share-based compensation, business development consulting costs, goodwill impairment, Aviara transition costs, and debt refinancing charges, as described in more detail below. We define EBITDA margin and Adjusted EBITDA margin as EBITDA and Adjusted EBITDA, respectively, expressed as a percentage of Net sales.

Adjusted Net Income and Adjusted Net Income Per Share

We define Adjusted Net Income and Adjusted Net Income per share as net income from continuing operations adjusted to eliminate certain non-cash charges or other items that we do not consider to be indicative of our core and/or ongoing operations and reflecting income tax expense on adjusted net income before income taxes at our estimated annual effective tax rate. For the periods presented herein, these adjustments include other intangible asset amortization, share-based compensation, business development consulting costs, goodwill impairment, Aviara transition costs, and debt refinancing charges.

EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Net Income per share, which we refer to collectively as the Non-GAAP Measures, are not measures of net income or operating income as determined under accounting principles generally accepted in the United States, or U.S. GAAP. The Non-GAAP Measures are not measures of performance in accordance with U.S. GAAP and should not be considered as an alternative to net income, net income per share, or operating cash flows determined in accordance with U.S. GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow. We believe that the inclusion of the Non-GAAP Measures is appropriate to provide additional information to investors because securities analysts and investors use the Non-GAAP Measures to assess our operating performance across periods on a consistent basis and to evaluate the relative risk of an investment in our securities. We use Adjusted Net Income and Adjusted Net Income per share to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with U.S. GAAP, provides a more complete understanding of factors and trends affecting our business than does U.S. GAAP measures alone. We believe Adjusted Net Income and Adjusted Net Income per share assists our board of directors, management, investors, and other users of the financial statements in comparing our net income on a consistent basis from period to period because it removes certain non-cash items and other items that we do not consider to be indicative of our core and/or ongoing operations and reflecting income tax expense on adjusted net income before income taxes at our estimated annual effective tax rate. The Non-GAAP Measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

24


 

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and the Non-GAAP Measures do not reflect any cash requirements for such replacements;
The Non-GAAP Measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
The Non-GAAP Measures do not reflect changes in, or cash requirements for, our working capital needs;
The Non-GAAP Measures do not reflect our tax expense or any cash requirements to pay income taxes;
The Non-GAAP Measures do not reflect interest expense, or the cash requirements necessary to service interest payments on our indebtedness; and
The Non-GAAP Measures do not reflect the impact of earnings or charges resulting from matters we do not consider to be indicative of our core and/or ongoing operations, but may nonetheless have a material impact on our results of operations.

In addition, because not all companies use identical calculations, our presentation of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies, including companies in our industry.

Due to the effects of discontinued operations, as discussed above in “Part I, Item 1. Business,” the Company's non-GAAP financial measures are presented on a continuing operations basis, for all periods presented.

The following table presents a reconciliation of net income from continuing operations as determined in accordance with U.S. GAAP to EBITDA and Adjusted EBITDA, and net income from continuing operations margin (expressed as a percentage of net sales) to Adjusted EBITDA margin (expressed as a percentage of net sales) for the periods indicated:

 

 

 

 

 

% of Net

 

 

 

 

% of Net

 

 

 

 

% of Net

 

 

2023

 

 

sales

 

2022

 

 

sales

 

2021

 

 

sales

Net income from continuing operations

 

$

90,452

 

 

13.7%

 

$

87,945

 

 

13.7%

 

$

58,438

 

 

12.5%

Income tax expense

 

 

27,135

 

 

 

 

 

26,779

 

 

 

 

 

16,080

 

 

 

Interest expense

 

 

2,679

 

 

 

 

 

1,471

 

 

 

 

 

3,392

 

 

 

Interest income

 

 

(3,351

)

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

10,569

 

 

 

 

 

9,731

 

 

 

 

 

8,368

 

 

 

EBITDA

 

 

127,484

 

 

19.3%

 

 

125,926

 

 

19.6%

 

 

86,278

 

 

18.5%

Share-based compensation

 

 

3,656

 

 

 

 

 

3,510

 

 

 

 

 

2,932

 

 

 

Business development consulting costs(a)

 

 

312

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment(b)