10-Q
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{

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

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

For the quarterly period ended: January 1, 2023

OR

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

For the transition period from to

 

Commission File Number 001-37502

 

 

https://cdn.kscope.io/901ace1c17b9819978378ac4aee350f9-img155722762_0.jpg 

 

MASTERCRAFT BOAT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

06-1571747

(State or Other Jurisdiction

 

(I.R.S. Employer

of Incorporation or Organization)

 

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

 

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of February 3, 2023, there were 17,776,299 shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding.

 

 


 

 

TABLE OF CONTENTS

 

 

 

 

 

 

Page

 

 

 

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

Unaudited Condensed Consolidated Statements of Operations

4

 

Unaudited Condensed Consolidated Balance Sheets

5

 

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

6

 

Unaudited Condensed Consolidated Statements of Cash Flows

7

 

Notes to Unaudited Condensed Consolidated Financial Statements

8

Item 2.

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

18

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

Item 4.

Controls and Procedures

26

 

 

 

PART II

OTHER INFORMATION

 

Item 1.

Legal Proceedings

27

Item 1A.

Risk Factors

27

Item 2.

Unregistered Sales of Securities and Use of Proceeds

27

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits, Financial Statement Schedules

28

 

 

 

SIGNATURES

 

29

 

2


 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements can generally be identified by the use of statements that include words such as “could,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project” and other similar words or phrases. Forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on assumptions that we have made considering our industry experience and our perceptions of historical trends, current conditions, expected future developments and other important factors we believe are appropriate under the circumstances. As you read and consider this Quarterly Report on Form 10-Q, 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, including but not limited to the following: changes in interest rates, the potential effects of supply chain disruptions and production inefficiencies, general economic conditions, demand for our products, inflation, changes in consumer preferences, competition within our industry, our reliance on our network of independent dealers, our ability to manage our manufacturing levels and our fixed cost base, the successful introduction of our new products, geopolitical conflicts and the other important factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the Securities and Exchange Commission (“SEC”) on September 9, 2022 (our “2022 Annual Report”) and this Quarterly Report on Form 10-Q (this "Quarterly Report"). 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.

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 Quarterly Report on Form 10-Q 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. New important factors that could cause our business not to develop as we expect may emerge from time to time, and it is not possible for us to predict all of them.

3


 

 

MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

NET SALES

 

$

159,188

 

 

$

144,400

 

 

$

328,704

 

 

$

275,050

 

COST OF SALES

 

 

120,961

 

 

 

108,039

 

 

 

244,504

 

 

 

208,107

 

GROSS PROFIT

 

 

38,227

 

 

 

36,361

 

 

 

84,200

 

 

 

66,943

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

3,042

 

 

 

3,056

 

 

 

6,821

 

 

 

6,949

 

General and administrative

 

 

8,235

 

 

 

9,197

 

 

 

17,718

 

 

 

17,917

 

Amortization of other intangible assets

 

 

489

 

 

 

489

 

 

 

978

 

 

 

978

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

1,100

 

Total operating expenses

 

 

11,766

 

 

 

12,742

 

 

 

25,517

 

 

 

26,944

 

OPERATING INCOME

 

 

26,461

 

 

 

23,619

 

 

 

58,683

 

 

 

39,999

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(666

)

 

 

(357

)

 

 

(1,228

)

 

 

(739

)

Interest income

 

 

621

 

 

 

 

 

 

772

 

 

 

 

INCOME BEFORE INCOME TAX EXPENSE

 

 

26,416

 

 

 

23,262

 

 

 

58,227

 

 

 

39,260

 

INCOME TAX EXPENSE

 

 

6,433

 

 

 

5,403

 

 

 

13,609

 

 

 

9,169

 

NET INCOME FROM CONTINUING OPERATIONS

 

 

19,983

 

 

 

17,859

 

 

 

44,618

 

 

 

30,091

 

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX (Note 3)

 

 

(300

)

 

 

(2,457

)

 

 

(20,867

)

 

 

(4,303

)

NET INCOME

 

$

19,683

 

 

$

15,402

 

 

$

23,751

 

 

$

25,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.13

 

 

$

0.95

 

 

$

2.51

 

 

$

1.60

 

Discontinued operations

 

 

(0.02

)

 

 

(0.13

)

 

 

(1.18

)

 

 

(0.23

)

Net income

 

$

1.11

 

 

$

0.82

 

 

$

1.33

 

 

$

1.37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.12

 

 

$

0.94

 

 

$

2.49

 

 

$

1.59

 

Discontinued operations

 

 

(0.01

)

 

 

(0.13

)

 

 

(1.16

)

 

 

(0.23

)

Net income

 

$

1.11

 

 

$

0.81

 

 

$

1.33

 

 

$

1.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

17,669,645

 

 

 

18,722,386

 

 

 

17,807,853

 

 

 

18,786,343

 

Diluted earnings per share

 

 

17,774,329

 

 

 

18,899,136

 

 

 

17,903,027

 

 

 

18,951,627

 

 

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

4


 

 

MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

 

 

 

January 1,

 

 

June 30,

 

 

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,061

 

 

$

34,203

 

Held-to-maturity securities (Note 4)

 

 

59,744

 

 

 

 

Accounts receivable, net of allowance of $36 and $214, respectively

 

 

6,745

 

 

 

22,472

 

Inventories, net (Note 5)

 

 

50,298

 

 

 

58,595

 

Prepaid expenses and other current assets

 

 

5,754

 

 

 

7,232

 

Current assets associated with discontinued operations (Note 3)

 

 

 

 

 

23,608

 

Total current assets

 

 

151,602

 

 

 

146,110

 

Property, plant and equipment, net

 

 

63,973

 

 

 

55,823

 

Goodwill (Note 6)

 

 

28,493

 

 

 

28,493

 

Other intangible assets, net (Note 6)

 

 

36,440

 

 

 

37,418

 

Deferred income taxes

 

 

16,891

 

 

 

21,525

 

Deferred debt issuance costs, net

 

 

355

 

 

 

406

 

Other long-term assets

 

 

2,003

 

 

 

1,290

 

Non-current assets associated with discontinued operations (Note 3)

 

 

 

 

 

5,987

 

Total assets

 

$

299,757

 

 

$

297,052

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

 

13,637

 

 

 

23,375

 

Income tax payable

 

 

2,389

 

 

 

4,600

 

Accrued expenses and other current liabilities (Note 7)

 

 

60,983

 

 

 

54,437

 

Current portion of long-term debt, net of unamortized debt issuance costs (Note 9)

 

 

3,627

 

 

 

2,873

 

Current liabilities associated with discontinued operations (Note 3)

 

 

 

 

 

7,887

 

Total current liabilities

 

 

80,636

 

 

 

93,172

 

Long-term debt, net of unamortized debt issuance costs (Note 9)

 

 

51,486

 

 

 

53,676

 

Unrecognized tax positions

 

 

5,988

 

 

 

6,358

 

Other long-term liabilities

 

 

1,825

 

 

 

198

 

Total liabilities

 

 

139,935

 

 

 

153,404

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

Common stock, $.01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 17,776,299 shares at January 1, 2023 and 18,061,437 shares at June 30, 2022

 

 

178

 

 

 

181

 

Additional paid-in capital

 

 

89,010

 

 

 

96,584

 

Retained earnings

 

 

70,634

 

 

 

46,883

 

Total stockholders' equity

 

 

159,822

 

 

 

143,648

 

Total liabilities and stockholders' equity

 

$

299,757

 

 

$

297,052

 

 

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

5


 

 

MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Total

 

Balance at June 30, 2022

 

 

18,061,437

 

 

$

181

 

 

$

96,584

 

 

$

46,883

 

 

$

143,648

 

Share-based compensation activity

 

 

128,040

 

 

 

1

 

 

 

649

 

 

 

 

 

 

650

 

Repurchase and retirement of common stock

 

 

(191,360

)

 

 

(2

)

 

 

(4,176

)

 

 

 

 

 

(4,178

)

Net income

 

 

 

 

 

 

 

 

 

 

 

4,068

 

 

 

4,068

 

Balance at October 2, 2022

 

 

17,998,117

 

 

 

180

 

 

 

93,057

 

 

 

50,951

 

 

 

144,188

 

Share-based compensation activity

 

 

2,466

 

 

 

 

 

 

745

 

 

 

 

 

 

745

 

Repurchase and retirement of common stock

 

 

(224,284

)

 

 

(2

)

 

 

(4,792

)

 

 

 

 

 

(4,794

)

Net income

 

 

 

 

 

 

 

 

 

 

 

19,683

 

 

 

19,683

 

Balance at January 1, 2023

 

 

17,776,299

 

 

$

178

 

 

$

89,010

 

 

$

70,634

 

 

$

159,822

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Retained Earnings

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

(Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit)

 

 

Total

 

Balance at June 30, 2021

 

 

18,956,719

 

 

$

189

 

 

$

118,930

 

 

$

(11,331

)

 

$

107,788

 

Share-based compensation activity

 

 

62,865

 

 

 

1

 

 

 

705

 

 

 

 

 

 

706

 

Repurchase and retirement of common stock

 

 

(58,379

)

 

 

(1

)

 

 

(1,486

)

 

 

 

 

 

(1,487

)

Net income

 

 

 

 

 

 

 

 

 

 

 

10,386

 

 

 

10,386

 

Balance at October 3, 2021

 

 

18,961,205

 

 

 

189

 

 

 

118,149

 

 

 

(945

)

 

 

117,393

 

Share-based compensation activity

 

 

5,913

 

 

 

 

 

 

1,159

 

 

 

 

 

 

1,159

 

Repurchase and retirement of common stock

 

 

(356,296

)

 

 

(3

)

 

 

(9,885

)

 

 

 

 

 

(9,888

)

Net income

 

 

 

 

 

 

 

 

 

 

 

15,402

 

 

 

15,402

 

Balance at January 2, 2022

 

 

18,610,822

 

 

$

186

 

 

$

109,423

 

 

$

14,457

 

 

$

124,066

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

6


 

 

MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

23,751

 

 

$

25,788

 

Loss from discontinued operations

 

 

20,867

 

 

 

4,303

 

Net income from continuing operations

 

 

44,618

 

 

 

30,091

 

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

5,211

 

 

 

4,823

 

Share-based compensation

 

 

1,865

 

 

 

2,033

 

Unrecognized tax benefits

 

 

(370

)

 

 

919

 

Deferred income taxes

 

 

4,634

 

 

 

(299

)

Amortization of debt issuance costs

 

 

115

 

 

 

119

 

Goodwill impairment

 

 

 

 

 

1,100

 

Changes in certain operating assets and liabilities

 

 

22,705

 

 

 

(12,533

)

Other, net

 

 

985

 

 

 

399

 

Net cash provided by operating activities of continuing operations

 

 

79,763

 

 

 

26,652

 

Net cash used in operating activities of discontinued operations

 

 

(1,865

)

 

 

(14,428

)

Net cash provided by operating activities

 

 

77,898

 

 

 

12,224

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(11,915

)

 

 

(4,945

)

Purchases of investments

 

 

(59,687

)

 

 

 

Net cash used in investing activities of continuing operations

 

 

(71,602

)

 

 

(4,945

)

Net cash used in investing activities of discontinued operations

 

 

(501

)

 

 

(1,770

)

Net cash used in investing activities

 

 

(72,103

)

 

 

(6,715

)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Principal payments on revolving credit facility

 

 

 

 

 

(30,000

)

Borrowings on revolving credit facility

 

 

 

 

 

12,000

 

Principal payments on long-term debt

 

 

(1,500

)

 

 

(1,500

)

Repurchase and retirement of common stock

 

 

(8,972

)

 

 

(11,375

)

Other, net

 

 

(465

)

 

 

(239

)

Net cash used in financing activities of continuing operations

 

 

(10,937

)

 

 

(31,114

)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(5,142

)

 

 

(25,605

)

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

 

34,203

 

 

 

39,252

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

29,061

 

 

$

13,647

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash payments for interest

 

$

1,125

 

 

$

600

 

Cash payments for income taxes

 

 

5,845

 

 

 

9,002

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Capital expenditures in accounts payable and accrued expenses

 

 

1,130

 

 

 

393

 

 

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

7


 

1.
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The Company’s fiscal year begins July 1 and ends June 30, with the interim quarterly reporting periods consisting of 13 weeks. Therefore, the fiscal quarter end will not always coincide with the date of the end of a calendar month.

The accompanying unaudited condensed consolidated financial statements include the accounts of MasterCraft Boat Holdings, Inc. ("Holdings") and its wholly owned subsidiaries. Holdings and its subsidiaries collectively are referred to herein as the "Company." The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements for the year ended June 30, 2022, and, in the opinion of management, reflect all adjustments considered necessary to present fairly the Company’s financial position as of January 1, 2023, its results of operations for the three and six months ended January 1, 2023 and January 2, 2022, its cash flows for the six months ended January 1, 2023 and January 2, 2022, and its statements of stockholders’ equity for the three and six months ended January 1, 2023 and January 2, 2022. All adjustments are of a normal, recurring nature. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the SEC for financial information have been condensed or omitted pursuant to such rules and regulations. The June 30, 2022 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP for complete financial statements. However, management believes that the disclosures in these condensed consolidated financial statements are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in our 2022 Annual Report on Form 10-K.

Due to the seasonality of the Company’s business, the interim results are not necessarily indicative of the results that may be expected for the remainder of the fiscal year.

There were no significant changes in or changes to the application of the Company’s significant or critical accounting policies or estimation procedures for the three and six months ended January 1, 2023, as compared with those described in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2022.

Investments — The Company has, and may continue to invest excess cash balances in short-term debt securities, such as money market funds, government-sponsored securities, corporate bonds, and/or certificates of deposit. The Company accounts for its investments in debt securities in accordance with ASC 320, Investments — Debt and Equity Securities. This statement requires debt securities to be classified into three categories:

Held-to-maturity — Debt securities that the Company has the positive intent and ability to hold to maturity are measured at amortized cost and are presented at the net amount expected to be collected. Any change in the allowance for credit losses during the period is reflected in earnings. Discounts and premiums to par value of the debt securities are amortized to interest income/expense over the term of the security.

Trading Securities — Debt securities that are bought and held primarily for the purpose of selling in the near term are reported at fair value, with unrealized gains and losses included in earnings.

Available-for-Sale — Debt securities not classified as either securities held-to-maturity or trading securities are reported at fair value. For available-for-sale debt securities in an unrealized loss position, we evaluate as of the balance sheet date whether the unrealized losses are attributable to a credit loss or other factors. The portion of unrealized losses related to a credit loss is recognized in earnings, and the portion of unrealized loss not related to a credit loss is recognized in other comprehensive income.

We classify our investments in debt securities based on the facts and circumstances present at the time of purchase of the securities. We subsequently reassess the appropriateness of that classification at each reporting date. During the quarter ended January 1, 2023, all of our investments in debt securities were classified as held-to-maturity and are due to mature within one year (see Note 4).

Estimated fair value measurements related to our debt securities are Level 2 measurements. See Part IV. Item 15, Note 1 — Significant Accounting Policies, Fair Value Measurements in Notes to Consolidated Financial Statements in our 2022 Annual Report on Form 10-K for further fair value measurement details.

8


 

 

Discontinued Operations — On September 2, 2022, the Company sold substantially all of the assets and liabilities of its NauticStar segment. The disposal represented the Company's exit from the saltwater fishing and deck boat category, a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The NauticStar segment results, for the periods presented, are reflected in our condensed consolidated statements of operations and condensed consolidated statements of cash flows as discontinued operations. Additionally, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations in our condensed consolidated balance sheet for the prior-period presented (see Note 3).

Unless otherwise indicated, the financial disclosures and related information provided herein relate to our continuing operations and we have recast prior period amounts to reflect discontinued operations.

Reclassifications — Certain historical amounts have been reclassified in these condensed consolidated financial statements and the accompanying notes herewith to conform to the current presentation.

2.
REVENUE RECOGNITION

The following tables present the Company's revenue by major product category for each reportable segment:

 

 

 

Three Months Ended January 1, 2023

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Total

 

Major Product Categories:

 

 

 

 

 

 

 

 

 

 

 

 

Boats and trailers

 

$

105,536

 

 

$

36,364

 

 

$

13,858

 

 

$

155,758

 

Parts

 

 

2,658

 

 

 

133

 

 

 

 

 

 

2,791

 

Other revenue

 

 

471

 

 

 

168

 

 

 

 

 

 

639

 

Total

 

$

108,665

 

 

$

36,665

 

 

$

13,858

 

 

$

159,188

 

 

 

 

Six Months Ended January 1, 2023

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Total

 

Major Product Categories:

 

 

 

 

 

 

 

 

 

 

 

 

Boats and trailers

 

$

213,740

 

 

$

79,507

 

 

$

26,793

 

 

$

320,040

 

Parts

 

 

6,895

 

 

 

386

 

 

 

 

 

 

7,281

 

Other revenue

 

 

1,050

 

 

 

333

 

 

 

 

 

 

1,383

 

Total

 

$

221,685

 

 

$

80,226

 

 

$

26,793

 

 

$

328,704

 

 

 

 

Three Months Ended January 2, 2022

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Total

 

Major Product Categories:

 

 

 

 

 

 

 

 

 

 

 

 

Boats and trailers

 

$

104,464

 

 

$

29,368

 

 

$

7,909

 

 

$

141,741

 

Parts

 

 

2,055

 

 

 

151

 

 

 

 

 

 

2,206

 

Other revenue

 

 

254

 

 

 

199

 

 

 

 

 

 

453

 

Total

 

$

106,773

 

 

$

29,718

 

 

$

7,909

 

 

$

144,400

 

 

 

 

Six Months Ended January 2, 2022

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Total

 

Major Product Categories:

 

 

 

 

 

 

 

 

 

 

 

 

Boats and trailers

 

$

192,392

 

 

$

61,737

 

 

$

13,764

 

 

$

267,893

 

Parts

 

 

5,883

 

 

 

387

 

 

 

 

 

 

6,270

 

Other revenue

 

 

513

 

 

 

374

 

 

 

 

 

 

887

 

Total

 

$

198,788

 

 

$

62,498

 

 

$

13,764

 

 

$

275,050

 

 

Contract Liabilities

As of June 30, 2022, the Company had $1.4 million of contract liabilities associated with customer deposits. During the six months ended January 1, 2023, all of this amount was recognized as revenue. As of January 1, 2023, total contract liabilities associated with customer deposits and services were $3.4 million, were reported in Accrued expenses and other current liabilities and Other long-term

9


 

 

liabilities on the condensed consolidated balance sheet, and $2.4 million of the amounts are expected to be recognized as revenue during the remainder of the year ending June 30, 2023.

3.
DISCONTINUED OPERATIONS

On September 2, 2022, the Company sold its NauticStar business to certain affiliates of Iconic Marine Group, LLC ("Purchaser"). Pursuant to the terms of the purchase agreement, substantially all of the assets of NauticStar were sold, including, among other things, all of the issued and outstanding membership interests in its wholly-owned subsidiary NS Transport, LLC, all owned real property, equipment, inventory, intellectual property and accounts receivable, and the Purchaser assumed substantially all of the liabilities of NauticStar, including, among other things, product liability and warranty claims.

In conjunction with the purchase agreement, the Company entered into a joint employer services agreement and a transition services agreement, which provide certain services to the Purchaser for various periods of time after the sale. Both agreements ended during the second quarter of fiscal 2023. These agreements did not a have a material impact on expenditures, earnings, nor cash flows during the three and six months ended January 1, 2023.

Further, the Company entered into the Second Amendment to the Credit Agreement as described further in Note 9 related to waivers of restrictions within the Credit Agreement, as amended, on the sale of assets.

During the three and six months ended January 1, 2023, the Company recognized a $0.4 million and $22.5 million loss on sale, respectively, subject to further changes based upon a customary working capital adjustment. Furthermore, assets and liabilities retained, primarily related to certain claims, are subject to change, with activity after the date of sale being recorded as discontinued operations.

The following table summarizes the operating results of discontinued operations for the following periods:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 2,

 

 

January 1,

 

 

January 2,

 

 

 

2022

 

 

2023

 

 

2022

 

NET SALES

 

$

15,065

 

 

$

7,780

 

 

$

28,425

 

COST OF SALES

 

 

16,228

 

 

 

9,412

 

 

 

30,048

 

GROSS LOSS

 

 

(1,163

)

 

 

(1,632

)

 

 

(1,623

)

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

1,405

 

 

 

2,522

 

 

 

2,744

 

Amortization of other intangible assets

 

 

498

 

 

 

 

 

 

1,035

 

Total operating expenses

 

 

1,903

 

 

 

2,522

 

 

 

3,779

 

OPERATING LOSS

 

 

(3,066

)

 

 

(4,154

)

 

 

(5,402

)

Loss on sale of discontinued operations

 

 

 

 

 

22,487

 

 

 

 

LOSS BEFORE INCOME TAX BENEFIT

 

 

(3,066

)

 

 

(26,641

)

 

 

(5,402

)

INCOME TAX BENEFIT

 

 

609

 

 

 

5,774

 

 

 

1,099

 

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

 

$

(2,457

)

 

$

(20,867

)

 

$

(4,303

)

The operating results, and components thereof, of discontinued operations for the three months ended January 1, 2023 were not significant.

10


 

 

The following table summarizes the assets and liabilities associated with discontinued operations:

 

 

 

June 30,

 

 

 

2022

 

CURRENT ASSETS:

 

 

 

Accounts receivable, net of allowance

 

$

3,130

 

Inventories, net

 

 

20,044

 

Other current assets

 

 

434

 

Total current assets classified as discontinued operations

 

$

23,608

 

 

 

 

 

NON-CURRENT ASSETS:

 

 

 

Property, plant and equipment, net

 

$

5,924

 

Other long-term assets

 

 

63

 

Total non-current assets classified as discontinued operations

 

$

5,987

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

Accounts payable

 

$

4,675

 

Accrued expenses and other current liabilities

 

 

3,212

 

Total current liabilities classified as discontinued operations

 

$

7,887

 

 

4.
INVESTMENTS

 

During the quarter ended January 1, 2023, we invested a portion of our cash and cash equivalents in short-term investments, which primarily consist of investment grade corporate bonds. We have the ability and intention to hold these investments until maturity and therefore have classified these investments as held-to-maturity and recorded them at amortized cost and presented them in “Held-to-maturity securities” on our condensed consolidated balance sheet as of January 1, 2023. As of June 30, 2022, there were no outstanding held-to-maturity investments.

The following is a summary of investments as of January 1, 2023:

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

59,744

 

 

$

9

 

 

$

(65

)

 

$

59,688

 

Total held-to-maturity securities

 

$

59,744

 

 

$

9

 

 

$

(65

)

 

$

59,688

 

 

5.
INVENTORIES

Inventories consisted of the following:

 

 

 

January 1,

 

 

June 30,

 

 

 

2023

 

 

2022

 

Raw materials and supplies

 

$

36,382

 

 

$

45,021

 

Work in process

 

 

9,298

 

 

 

7,634

 

Finished goods

 

 

6,807

 

 

 

7,710

 

Obsolescence reserve

 

 

(2,189

)

 

 

(1,770

)

Total inventories

 

$

50,298

 

 

$

58,595

 

 

Inventories have decreased for the six months ended January 1, 2023, as we rebalance inventory levels after the summer selling season, partially offset by increased material costs caused by inflation.

11


 

 

6.
GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amounts of goodwill as of January 1, 2023 and June 30, 2022, along with accumulated goodwill reallocations and accumulated impairment losses attributable to each of the Company’s reportable segments, were as follows:

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Total

 

Goodwill

 

$

29,593

 

 

$

36,238

 

 

$

 

 

$

65,831

 

Goodwill reallocation

 

 

(1,100

)

 

 

 

 

 

1,100

 

 

 

 

Accumulated impairment losses

 

 

 

 

 

(36,238

)

 

 

(1,100

)

 

 

(37,338

)

Goodwill, net

 

 

28,493

 

 

 

 

 

 

 

 

 

28,493

 

Fiscal 2022 Goodwill Impairment

During the first quarter of fiscal 2022, a $1.1 million impairment charge was recognized for our Aviara reporting unit. See Part IV. Item 15, Note 5 — Goodwill and Other Intangible Assets in Notes to Consolidated Financial Statements in our 2022 Annual Report on Form 10-K for further details. No goodwill impairment charges were recognized during the three and six months ended January 1, 2023.

The following table presents the carrying amount of Other intangible assets, net:

 

 

 

January 1,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

 

Gross Amount

 

 

Accumulated Amortization / Impairment

 

 

Other intangible assets, net

 

 

Gross Amount

 

 

Accumulated Amortization / Impairment

 

 

Other intangible assets, net

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dealer networks

 

$

19,500

 

 

$

(9,097

)

 

$

10,403

 

 

$

19,500

 

 

$

(8,143

)

 

$

11,357

 

Software

 

 

245

 

 

 

(208

)

 

 

37

 

 

 

245

 

 

 

(184

)

 

 

61

 

 

 

 

19,745

 

 

 

(9,305

)

 

 

10,440

 

 

 

19,745

 

 

 

(8,327

)

 

 

11,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unamortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

 

33,000

 

 

 

(7,000

)

 

 

26,000

 

 

 

33,000

 

 

 

(7,000

)

 

 

26,000

 

Total other intangible assets

 

$

52,745

 

 

$

(16,305

)

 

$

36,440

 

 

$

52,745

 

 

$

(15,327

)

 

$

37,418

 

Amortization expense related to Other intangible assets, net for the three and six months ended January 1, 2023 and January 2, 2022, was $0.5 million and $1.0 million, respectively. Estimated amortization expense for the fiscal year ending June 30, 2023 is $2.0 million.

 

7.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

 

 

 

January 1,

 

 

June 30,

 

 

 

2023

 

 

2022

 

Warranty

 

$

29,745

 

 

$

25,824

 

Dealer incentives

 

 

15,577

 

 

 

15,508

 

Compensation and related accruals

 

 

4,029

 

 

 

4,908

 

Contract liabilities

 

 

2,578

 

 

 

1,447

 

Self-insurance

 

 

1,218

 

 

 

1,171

 

Inventory repurchase contingent obligation

 

 

1,143

 

 

 

661

 

Freight

 

 

966

 

 

 

1,157

 

Liabilities retained associated with discontinued operations

 

 

930

 

 

 

 

Other

 

 

4,797

 

 

 

3,761

 

Total accrued expenses and other current liabilities

 

$

60,983

 

 

$

54,437

 

 

12


 

 

Accrued warranty liability activity was as follows for the six months ended:

 

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

Balance at the beginning of the period

 

$

25,824

 

 

$

20,655

 

Provisions

 

 

7,183

 

 

 

5,226

 

Payments made

 

 

(5,604

)

 

 

(4,092

)

Aggregate changes for preexisting warranties

 

 

2,342

 

 

 

1,038

 

Balance at the end of the period

 

$

29,745

 

 

$

22,827

 

 

8. COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company is subject to various litigation, claims and proceedings, which have arisen in the ordinary course of business. The Company accrues for litigation, claims and proceedings when a liability is both probable and the amount can be reasonably estimated.

 

As of January 1, 2023, the Company’s accruals for litigation matters are not material. While these matters are subject to inherent uncertainties, management believes that current litigation, claims and proceedings, individually and in the aggregate, and after considering expected insurance reimbursements, are not likely to have a material adverse impact on the Company’s financial position, results of operations or cash flows.

9.
LONG-TERM DEBT

Long-term debt is as follows:

 

 

 

January 1,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term loan

 

$

55,500

 

 

$

57,000

 

Debt issuance costs on term loan

 

 

(387

)

 

 

(451

)

Total debt

 

 

55,113

 

 

 

56,549

 

Less current portion of long-term debt

 

 

3,750

 

 

 

3,000

 

Less current portion of debt issuance costs on term loan

 

 

(123

)

 

 

(127

)

Long-term debt, net of current portion

 

$

51,486

 

 

$

53,676

 

 

On June 28, 2021, the Company entered into a credit agreement with a syndicate of certain financial institutions (the “Credit Agreement”). The Credit Agreement provides the Company with a $160.0 million senior secured credit facility, consisting of a $60.0 million term loan (the “Term Loan”) and a $100.0 million revolving credit facility (the “Revolving Credit Facility”). The Credit Agreement refinanced and replaced the previously existing credit agreement. The Credit Agreement is secured by a first priority security interest in substantially all of the Company’s assets.

The Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve; engage in businesses that are not in a related line of business; make loans, advances or guarantees; pay dividends or make other distributions; engage in transactions with affiliates; and make investments. The Company is also required to maintain a minimum fixed charge coverage ratio and a maximum net leverage ratio.

On August 31, 2022, the Company entered into the Second Amendment to the Credit Agreement to obtain the necessary consents and waivers related to the sale of the NauticStar segment on September 2, 2022, as discussed in Note 3.

13


 

 

The Credit Agreement, as amended, bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.25% to 1.00% or at an adjusted term benchmark rate plus an applicable margin ranging from 1.25% to 2.00%, in each case based on the Company’s net leverage ratio. The Company is also required to pay a commitment fee for any unused portion of the revolving credit facility ranging from 0.15% to 0.30% based on the Company’s net leverage ratio. Effective during the three and six months ended January 1, 2023, the applicable margin for loans accruing at the prime rate was 0.25% and the applicable margin for loans accruing interest at the benchmark rate was 1.25%. As of January 1, 2023, the interest rate on the Company’s term loan was 5.67%.

The Credit Agreement will mature and all remaining amounts outstanding thereunder will be due and payable on June 28, 2026. As of January 1, 2023, the Company was in compliance with its financial covenants under the Credit Agreement.

Revolving Credit Facility

As of January 1, 2023, the Company had no amounts outstanding on its Revolving Credit Facility and had remaining availability of $100.0 million.

10.
INCOME TAXES

The Company’s consolidated interim effective tax rate is based on a current estimate of the annual effective income tax rate adjusted to reflect the impact of discrete items. The differences between the Company’s effective tax rates and the statutory federal tax rate of 21.0% primarily relate to the inclusion of the state tax rate in the overall effective rate, the benefit of federal and state credits, and a permanent benefit associated with the foreign derived intangible income deduction, partially offset by a permanent add-back for Section 162(m) limitations. During the three months ended January 1, 2023 and January 2, 2022, the Company's effective tax rate was 24.4% and 23.2%, respectively. The Company’s effective tax rate for the three months ended January 1, 2023 is higher compared to the effective tax rate for the three months ended January 2, 2022, primarily due to an increase in the tax impact of uncertain state tax positions and an increase in the effective state tax rate. During the six months ended January 1, 2023 and January 2, 2022, the Company’s effective tax rate was 23.4%.

11.
SHARE-BASED COMPENSATION

 

The following table presents the components of share-based compensation expense by award type.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Restricted stock awards

 

$

583

 

 

$

504

 

 

$

1,135

 

 

$

958

 

Performance stock units

 

 

162

 

 

 

667

 

 

 

730

 

 

 

1,075

 

Share-based compensation expense

 

$

745

 

 

$

1,171

 

 

$

1,865

 

 

$

2,033

 

 

Restricted Stock Awards

During the six months ended January 1, 2023, the Company granted 97,525 restricted stock awards (“RSAs”) to the Company’s non-executive directors, officers and certain other key employees. Generally, the shares of restricted stock granted during the six months ended January 1, 2023, vest pro-rata over three years for officers and certain other key employees and over one year for non-executive directors. The Company determined the fair value of the shares awarded by using the close price of our common stock as of the date of grant. The weighted average grant date fair value of RSAs granted in the six months ended January 1, 2023, was $23.55 per share.

14


 

 

The following table summarizes the status of nonvested RSAs as of January 1, 2023, and changes during the six months then ended.

 

 

 

 

 

 

Average

 

 

 

Nonvested

 

 

Grant-Date

 

 

 

Restricted

 

 

Fair Value

 

 

 

Shares

 

 

(per share)

 

Nonvested at June 30, 2022

 

 

106,408

 

 

$

21.65

 

Granted

 

 

97,525

 

 

 

23.55

 

Vested

 

 

(34,418

)

 

 

18.71

 

Forfeited

 

 

(5,119

)

 

 

22.02

 

Nonvested at January 1, 2023

 

 

164,396

 

 

 

23.38

 

 

As of January 1, 2023, there was $2.8 million of total unrecognized compensation expense related to nonvested RSAs. The Company expects this expense to be recognized over a weighted average period of 1.8 years.

Performance Stock Units

Performance stock units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of the Company’s stockholders, and to create long-term stockholder value. The awards will be earned based on the Company’s achievement of certain performance criteria over a three-year performance period. The performance period for the awards commences on July 1 of the fiscal year in which they were granted and continue for a three-year period, ending on June 30 of the applicable year. The probability of achieving the performance criteria is assessed quarterly. Following the determination of the Company’s achievement with respect to the performance criteria, the number of shares awarded is subject to further adjustment based on the application of a total shareholder return (“TSR”) modifier. The grant date fair value is determined based on both the probability assessment of the Company achieving the performance criteria and an estimate of the expected TSR modifier. The TSR modifier estimate is determined using a Monte Carlo Simulation model, which considers the likelihood of numerous possible outcomes of long-term market performance. Compensation expense related to nonvested PSUs is recognized ratably over the performance period.

The following table summarizes the status of nonvested PSUs as of January 1, 2023, and changes during the six months then ended.

 

 

 

 

 

 

Average

 

 

 

Nonvested

 

 

Grant-Date

 

 

 

Performance

 

 

Fair Value

 

 

 

Stock Units

 

 

(per share)

 

Nonvested at June 30, 2022

 

 

105,190

 

 

$

25.30

 

Granted

 

 

76,567

 

 

 

26.08

 

Forfeited

 

 

(1,996

)

 

 

26.15

 

Nonvested at January 1, 2023

 

 

179,761

 

 

 

25.62

 

 

As of January 1, 2023, there was $2.8 million of total unrecognized compensation expense related to nonvested PSUs. The Company expects this expense to be recognized over a weighted average period of 1.9 years.

 

15


 

 

12.
EARNINGS PER SHARE AND COMMON STOCK

The following table sets forth the computation of the Company’s net income per share:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income from continuing operations

 

$

19,983

 

 

$

17,859

 

 

$

44,618

 

 

$

30,091

 

Loss from discontinued operations, net of tax

 

 

(300

)

 

 

(2,457

)

 

 

(20,867

)

 

 

(4,303

)

Net income

 

$

19,683

 

 

$

15,402

 

 

$

23,751

 

 

$

25,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares — basic

 

 

17,669,645

 

 

 

18,722,386

 

 

 

17,807,853

 

 

 

18,786,343

 

Dilutive effect of assumed exercises of stock options

 

 

8,175

 

 

 

12,994

 

 

 

8,134

 

 

 

13,618

 

Dilutive effect of assumed restricted share awards/units

 

 

96,509

 

 

 

163,756

 

 

 

87,040

 

 

 

151,666

 

Weighted average outstanding shares — diluted

 

 

17,774,329

 

 

 

18,899,136

 

 

 

17,903,027

 

 

 

18,951,627

 

Basic net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.13

 

 

$

0.95

 

 

$

2.51

 

 

$

1.60

 

Discontinued operations

 

 

(0.02

)

 

$

(0.13

)

 

 

(1.18

)

 

 

(0.23

)

Net income

 

$

1.11

 

 

$

0.82

 

 

$

1.33

 

 

$

1.37

 

Diluted net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.12

 

 

$

0.94

 

 

$

2.49

 

 

$

1.59

 

Discontinued operations

 

 

(0.01

)

 

$

(0.13

)

 

 

(1.16

)

 

 

(0.23

)

Net income

 

$

1.11

 

 

$

0.81

 

 

$

1.33

 

 

$

1.36

 

 

For the three and six months ended January 1, 2023 and January 2, 2022, an immaterial number of shares were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.

Stock Repurchase Program

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 the Company’s common stock during the three-year period ending June 24, 2024. During the three months ended January 1, 2023 and January 2, 2022, the Company repurchased 224,284 shares and 356,296 shares of common stock for $4.8 million and $9.9 million, respectively, in cash, including related fees and expenses. During the six months ended January 1, 2023 and January 2, 2022, the Company repurchased 415,644 shares and 414,675 shares of common stock for $9.0 million and $11.4 million, respectively, in cash, including related fees and expenses. As of January 1, 2023, $15.6 million remained available under the program.

 

13.
SEGMENT INFORMATION

Reportable Segments

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the CODM in making decisions on how to allocate resources and assess performance. For the three and six months ended January 1, 2023, the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under three operating and reportable segments:

The MasterCraft segment produces boats at its Vonore, Tennessee facility. These are premium recreational performance sport boats primarily used for water skiing, wakeboarding, wake surfing, and general recreational boating.
The Crest segment produces pontoon boats at its Owosso, Michigan facility. Crest’s boats are primarily used for general recreational boating.
The Aviara segment produces luxury day boats at its Merritt Island, Florida facility. Aviara boats are primarily used for general recreational boating.

16


 

 

Each segment distributes its products through its own independent dealer network. Each segment also has its own management structure which is responsible for the operations of the segment and is directly accountable to the CODM for the operating performance of the segment, which is regularly assessed by the CODM who allocates resources based on that performance.

The Company files a consolidated income tax return and does not allocate income taxes and other corporate-level expenses, including interest, to operating segments. All material corporate costs are included in the MasterCraft segment.

Selected financial information for the Company’s reportable segments was as follows:

 

 

 

For the Three Months Ended January 1, 2023

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Consolidated

 

Net sales

 

$

108,665

 

 

$

36,665

 

 

$

13,858

 

 

$

159,188

 

Operating income (loss)

 

 

22,899

 

 

 

5,071

 

 

 

(1,509

)

 

 

26,461

 

Depreciation and amortization

 

 

1,364

 

 

 

721

 

 

 

525

 

 

 

2,610

 

Purchases of property, plant and equipment

 

 

3,173

 

 

 

1,681

 

 

 

1,093

 

 

 

5,947

 

 

 

 

For the Six Months Ended January 1, 2023

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Consolidated

 

Net sales

 

$

221,685

 

 

$

80,226

 

 

$

26,793

 

 

$

328,704

 

Operating income (loss)

 

 

46,971

 

 

 

12,614

 

 

 

(902

)

 

 

58,683

 

Depreciation and amortization

 

 

2,746

 

 

 

1,403

 

 

 

1,062

 

 

 

5,211

 

Purchases of property, plant and equipment

 

 

5,283

 

 

 

4,203

 

 

 

2,429

 

 

 

11,915

 

 

 

 

For the Three Months Ended January 2, 2022

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Consolidated

 

Net sales

 

$

106,773

 

 

$

29,718

 

 

$

7,909

 

 

$

144,400

 

Operating income (loss)

 

 

21,302

 

 

 

4,637

 

 

 

(2,320

)

 

 

23,619

 

Depreciation and amortization

 

 

1,226

 

 

 

647

 

 

 

491

 

 

 

2,364

 

Purchases of property, plant and equipment

 

 

1,468

 

 

 

673

 

 

 

254

 

 

 

2,395

 

 

 

 

For the Six Months Ended January 2, 2022

 

 

 

MasterCraft

 

 

Crest

 

 

Aviara

 

 

Consolidated

 

Net sales

 

$

198,788

 

 

$

62,498

 

 

$

13,764

 

 

$

275,050

 

Operating income (loss)

 

 

37,482

 

 

 

8,436

 

 

 

(5,919

)

 

 

39,999

 

Depreciation and amortization

 

 

2,514

 

 

 

1,341

 

 

 

968

 

 

 

4,823

 

Goodwill impairment

 

 

 

 

 

 

 

 

1,100

 

 

 

1,100

 

Purchases of property, plant and equipment

 

 

3,532

 

 

 

1,044

 

 

 

369

 

 

 

4,945

 

 

The following table presents total assets for the Company’s reportable segments.

 

 

 

January 1, 2023

 

 

June 30, 2022

 

Assets:

 

 

 

 

 

 

MasterCraft

 

$

214,520

 

 

$

178,386

 

Crest

 

 

52,329

 

 

 

53,956

 

Aviara

 

 

32,908

 

 

 

35,115

 

Discontinued operations

 

 

 

 

 

29,595

 

Total assets

 

$

299,757

 

 

$

297,052

 

 

17


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis should be read together with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition, the statements in this discussion and analysis regarding our expectations concerning the performance 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” above and in “Risk Factors” set forth in our 2022 Annual Report on Form 10-K and in this Quarterly Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

 

Certain statements in the following discussions are based on non-GAAP financial measures. A “non-GAAP financial measure” is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP in the statements of operations, balance sheets or statements of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures do not include operating and statistical measures. The Company includes non-GAAP financial measures in Management’s Discussion and Analysis, as the Company’s management believes that these measures and the information they provide are useful to users of the financial statements, including investors, because they permit users of the financial statements to view the Company’s performance using the same tools that management utilizes and to better evaluate the Company’s ongoing business performance. In order to better align the Company’s reported results with the internal metrics used by the Company's management to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to business acquisitions.

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 visibility and comparability. See Note 3 in Notes to Unaudited Condensed Consolidated Financial Statements for more information on Discontinued Operations.

Overview

All segments contributed to the strong performance and increased net sales and profitability despite ongoing supply chain disruptions and macroeconomic uncertainty. Net sales increased $14.8 million for the second quarter of fiscal 2023, compared to the prior-year period. Gross margin decreased 120 basis points due to higher costs from inflationary pressures, changes in model mix, higher dealer incentives, and increased warranty costs, partially offset by higher prices and improved production efficiencies.

Outlook

Our sales are impacted by general economic conditions, which affect the demand for our products, optional features, availability and cost of credit for our dealers and retail consumers, and overall consumer confidence. While the marine industry benefited from changes in consumer preferences accelerated by the COVID-19 pandemic in fiscal 2021 and fiscal 2022, macroeconomic headwinds may adversely impact our financial results in fiscal 2023. However, as retail trends evolve, we believe our highly flexible business model will allow us to mitigate the impact of these downward pressures for fiscal 2023.

We will continue to actively monitor the impact of general economic conditions, supply chain disruptions, macroeconomic uncertainty, inflation, and other evolving factors on our business. However, the full extent of the impact on our business, operations, and financial results cannot be predicted. See Item 1A. "Risk Factors" set forth in our 2022 Annual Report on Form 10-K and this Quarterly Report.

18


 

Results of Continuing Operations

Consolidated Results

 

The table below presents our consolidated results of operations for the three and six months ended:

 

 

 

Three Months Ended

 

 

2023 vs. 2022

 

 

Six Months Ended

 

 

2023 vs. 2022

 

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$

159,188

 

 

$

144,400

 

 

$

14,788

 

 

 

10.2

%

 

$

328,704

 

 

$

275,050

 

 

$

53,654

 

 

 

19.5

%

COST OF SALES

 

 

120,961

 

 

 

108,039

 

 

 

12,922

 

 

 

12.0

%

 

 

244,504

 

 

 

208,107

 

 

 

36,397

 

 

 

17.5

%

GROSS PROFIT

 

 

38,227

 

 

 

36,361

 

 

 

1,866

 

 

 

5.1

%

 

 

84,200

 

 

 

66,943

 

 

 

17,257

 

 

 

25.8

%

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

3,042

 

 

 

3,056

 

 

 

(14

)

 

 

(0.5

%)

 

 

6,821

 

 

 

6,949

 

 

 

(128

)

 

 

(1.8

%)

General and administrative

 

 

8,235

 

 

 

9,197

 

 

 

(962

)

 

 

(10.5

%)

 

 

17,718

 

 

 

17,917

 

 

 

(199

)

 

 

(1.1

%)

Amortization of other intangible assets

 

 

489

 

 

 

489

 

 

 

 

 

 

0.0

%

 

 

978

 

 

 

978

 

 

 

 

 

 

0.0

%

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,100

 

 

 

(1,100

)

 

 

 

Total operating expenses

 

 

11,766

 

 

 

12,742

 

 

 

(976

)

 

 

(7.7

%)

 

 

25,517

 

 

 

26,944

 

 

 

(1,427

)

 

 

(5.3

%)

OPERATING INCOME

 

 

26,461

 

 

 

23,619

 

 

 

2,842

 

 

 

12.0

%

 

 

58,683

 

 

 

39,999

 

 

 

18,684

 

 

 

46.7

%

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(666

)

 

 

(357

)

 

 

(309

)

 

 

86.6

%

 

 

(1,228

)

 

 

(739

)

 

 

(489

)

 

 

66.2

%

Interest income

 

 

621

 

 

 

 

 

 

621

 

 

 

 

 

 

772

 

 

 

 

 

 

772

 

 

 

 

INCOME BEFORE INCOME TAX EXPENSE

 

 

26,416

 

 

 

23,262

 

 

 

3,154

 

 

 

13.6

%

 

 

58,227

 

 

 

39,260

 

 

 

18,967

 

 

 

48.3

%

INCOME TAX EXPENSE

 

 

6,433

 

 

 

5,403

 

 

 

1,030

 

 

 

19.1

%

 

 

13,609

 

 

 

9,169

 

 

 

4,440

 

 

 

48.4

%

NET INCOME FROM CONTINUING OPERATIONS

 

$

19,983

 

 

$

17,859

 

 

$

2,124

 

 

 

11.9

%

 

$

44,618

 

 

$

30,091

 

 

$

14,527

 

 

 

48.3

%

Additional financial and other data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

 

776

 

 

 

886

 

 

 

(110

)

 

 

(12.4

%)

 

 

1,557

 

 

 

1,669

 

 

 

(112

)

 

 

(6.7

%)

Crest

 

 

776

 

 

 

690

 

 

 

86

 

 

 

12.5

%

 

 

1,622

 

 

 

1,406

 

 

 

216

 

 

 

15.4

%

Aviara

 

 

34

 

 

 

23

 

 

 

11

 

 

 

47.8

%

 

 

66

 

 

 

42

 

 

 

24

 

 

 

57.1

%

Consolidated unit sales volume

 

 

1,586

 

 

 

1,599

 

 

 

(13

)

 

 

(0.8

%)

 

 

3,245

 

 

 

3,117

 

 

 

128

 

 

 

4.1

%

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

$

108,665

 

 

$

106,773

 

 

$

1,892

 

 

 

1.8

%

 

$

221,685

 

 

$

198,788

 

 

$

22,897

 

 

 

11.5

%

Crest

 

 

36,665

 

 

 

29,718

 

 

 

6,947

 

 

 

23.4

%

 

 

80,226

 

 

 

62,498

 

 

 

17,728

 

 

 

28.4

%

Aviara

 

 

13,858

 

 

 

7,909

 

 

 

5,949

 

 

 

75.2

%

 

 

26,793

 

 

 

13,764

 

 

 

13,029

 

 

 

94.7

%

Consolidated net sales

 

$

159,188

 

 

$

144,400

 

 

$

14,788

 

 

 

10.2

%

 

$

328,704

 

 

$

275,050

 

 

$

53,654

 

 

 

19.5

%

Net sales per unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

$

140

 

 

$

121

 

 

$

19

 

 

 

15.7

%

 

$

142

 

 

$

119

 

 

$

23

 

 

 

19.3

%

Crest

 

 

47

 

 

 

43

 

 

 

4

 

 

 

9.3

%

 

 

49

 

 

 

44

 

 

 

5

 

 

 

11.4

%

Aviara

 

 

408

 

 

 

344

 

 

 

64

 

 

 

18.6

%

 

 

406

 

 

 

328

 

 

 

78

 

 

 

23.8

%

Consolidated net sales per unit

 

 

100

 

 

 

90

 

 

 

10

 

 

 

11.1

%

 

 

101

 

 

 

88

 

 

 

13

 

 

 

14.8

%

Gross margin

 

 

24.0

%

 

 

25.2

%

 

(120) bps

 

 

 

 

 

 

25.6

%

 

 

24.3

%

 

130 bps

 

 

 

 

Net sales increased 10.2 percent during the second quarter of fiscal 2023, when compared with the same prior-year period. Net sales benefited from higher prices, partially offset by decreased sales volumes and increased dealer incentives. Dealer incentives include higher floor plan financing costs and other incentives as dealer inventories recover.

Net sales increased 19.5 percent during the first six months of fiscal 2023, when compared with the same prior-year period. Net sales benefited from higher prices, increased options and content sales, and favorable model mix, partially offset by increased dealer incentives.

19


 

Gross margin decreased 120 basis points during the second quarter of fiscal 2023, when compared with the same prior-year period, due to higher costs from inflationary pressures, changes in mix, higher dealer incentives, and increased warranty costs, partially offset by higher prices and improved production efficiencies.

Gross margin increased 130 basis points during the first six months of fiscal 2023, when compared with the same prior-year period, due to higher net sales and improved production efficiencies, partially offset by higher costs from inflationary pressures, higher dealer incentives and increased warranty costs.

Operating expenses decreased $1.0 million and $1.4 million during the second quarter and first six months of fiscal 2023, respectively, when compared to the same prior year periods, primarily related to decreased variable compensation costs. Additionally, an impairment charge of $1.1 million related to the allocated goodwill associated with the Aviara segment was recorded in the first quarter of fiscal 2022, as discussed in Note 6 to the Unaudited Condensed Consolidated Financial Statements.

Interest income of $0.6 million and $0.8 million during the second quarter and first six months of fiscal 2023, respectively, is derived primarily from investments in a portfolio of fixed income securities as part of the Company's cash management strategy.

Segment Results

MasterCraft Segment

The following table sets forth MasterCraft segment results for the three and six months ended:

 

 

 

Three Months Ended

 

 

2023 vs. 2022

 

 

Six Months Ended

 

 

2023 vs. 2022

 

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

Net sales

 

$

108,665

 

 

$

106,773

 

 

$

1,892

 

 

 

1.8

%

 

$

221,685

 

 

$

198,788

 

 

$

22,897

 

 

 

11.5

%

Operating income

 

 

22,899

 

 

 

21,302

 

 

 

1,597

 

 

 

7.5

%

 

 

46,971

 

 

 

37,482

 

 

 

9,489

 

 

 

25.3

%

Purchases of property, plant and equipment

 

 

3,173

 

 

 

1,468

 

 

 

1,705

 

 

 

116.1

%

 

 

5,283

 

 

 

3,532

 

 

 

1,751

 

 

 

49.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

 

776

 

 

 

886

 

 

 

(110

)

 

 

(12.4

%)

 

 

1,557

 

 

 

1,669

 

 

 

(112

)

 

 

(6.7

%)

Net sales per unit

 

$

140

 

 

$

121

 

 

$

19

 

 

 

15.7

%

 

$

142

 

 

$

119

 

 

$

23

 

 

 

19.3

%

 

Net sales increased 1.8 percent during the second quarter of fiscal 2023, when compared with the same prior-year period, due to higher prices and increased content sales, partially offset by decreased sales volume, increased dealer incentives, and unfavorable model mix.

 

Net sales increased 11.5 percent during the first six months of fiscal 2023, when compared with the same prior-year period, due to higher prices, increased options and content sales, and favorable model mix, partially offset by decreased sales volume and increased dealer incentives, as discussed above.

Operating income increased $1.6 million and $9.5 million during the second quarter and first six months of fiscal 2023, respectively, when compared to the same prior year periods. The increase was driven by higher net sales, improved production efficiencies, and decreased variable compensation costs, partially offset by higher material and overhead costs from inflationary pressures, higher dealer incentives, and increased warranty costs.

20


 

Crest Segment

The following table sets forth Crest segment results for the three and six months ended:

 

 

 

Three Months Ended

 

 

2023 vs. 2022

 

 

Six Months Ended

 

 

2023 vs. 2022

 

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

Net sales

 

$

36,665

 

 

$

29,718

 

 

$

6,947

 

 

 

23.4

%

 

$

80,226

 

 

$

62,498

 

 

$

17,728

 

 

 

28.4

%

Operating income

 

 

5,071

 

 

 

4,637

 

 

 

434

 

 

 

9.4

%

 

 

12,614

 

 

 

8,436

 

 

 

4,178

 

 

 

49.5

%

Purchases of property, plant and equipment

 

 

1,681

 

 

 

673

 

 

 

1,008

 

 

 

149.8

%

 

 

4,203

 

 

 

1,044

 

 

 

3,159

 

 

 

302.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

 

776

 

 

 

690

 

 

 

86

 

 

 

12.5

%

 

 

1,622

 

 

 

1,406

 

 

 

216

 

 

 

15.4

%

Net sales per unit

 

$

47

 

 

$

43

 

 

$

4

 

 

 

9.3

%

 

$

49

 

 

$

44

 

 

$

5

 

 

 

11.4

%

Net sales increased $6.9 million and $17.7 million during the second quarter and first six months of fiscal 2023, respectively, when compared to the same prior year periods, as a result of higher prices, higher unit volume, and higher option sales.

Operating income for the second quarter and first six months of fiscal 2023 increased 9.4 percent and 49.5 percent, respectively, when compared to the same prior year periods. The increase is primarily the result of higher net sales, partially offset by higher material costs from inflationary pressures.

Aviara Segment

The following table sets forth Aviara segment results for the three and six months ended:

 

 

 

Three Months Ended

 

 

2023 vs. 2022

 

 

Six Months Ended

 

 

2023 vs. 2022

 

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

January 1,

 

 

January 2,

 

 

 

 

 

%

 

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

 

2023

 

 

2022

 

 

Change

 

 

Change

 

Net sales

 

$

13,858

 

 

$

7,909

 

 

$

5,949

 

 

 

75.2

%

 

$

26,793

 

 

$

13,764

 

 

$

13,029

 

 

 

94.7

%

Operating loss

 

 

(1,509

)

 

 

(2,320

)

 

 

811

 

 

 

35.0

%

 

 

(902

)

 

 

(5,919

)

 

 

5,017

 

 

 

84.8

%

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,100

 

 

 

(1,100

)

 

 

 

Purchases of property, plant and equipment

 

 

1,093

 

 

 

254

 

 

 

839

 

 

 

330.3

%

 

 

2,429

 

 

 

369

 

 

 

2,060

 

 

 

558.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

 

34

 

 

 

23

 

 

 

11

 

 

 

47.8

%

 

 

66

 

 

 

42

 

 

 

24

 

 

 

57.1

%

Net sales per unit

 

$

408

 

 

$

344

 

 

$

64

 

 

 

18.6

%

 

$

406

 

 

$

328

 

 

$

78

 

 

 

23.8

%

Net sales increased $5.9 million and $13.0 million during the second quarter and first six months of fiscal 2023, respectively, when compared to the same prior year periods, due to increased sales volume, higher prices, and favorable model mix.

Operating loss decreased 35.0 percent and 84.8 percent for the second quarter and first six months of fiscal 2023, respectively, when compared to the same prior year periods. The change was primarily a result of higher net sales and improved production efficiencies, partially offset by higher material costs from inflationary pressures. Additionally, a goodwill impairment charge was recorded during the first quarter of fiscal 2022.

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 and goodwill impairment. We define EBITDA margin and Adjusted EBITDA margin as EBIDTA and Adjusted EBITDA, respectively, each expressed as a percentage of Net sales.

21


 

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, and goodwill impairment.

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:

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.

Beginning in the first quarter of fiscal 2023, due to the effects of discontinued operations, as discussed above, the Company's non-GAAP financial measures are presented on a continuing operations basis, for all periods presented.

22


 

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 to EBITDA margin and Adjusted EBITDA Margin (each expressed as a percentage of net sales) for the periods indicated:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

January 1,

 

 

% of Net

 

January 2,

 

 

% of Net

 

January 1,

 

 

% of Net

 

January 2,

 

 

% of Net

 

 

2023

 

 

sales

 

2022

 

 

sales

 

2023

 

 

sales

 

2022

 

 

sales

Net income from continuing operations

 

$

19,983

 

 

12.6%

 

$

17,859

 

 

12.4%

 

$

44,618

 

 

13.6%

 

$

30,091

 

 

10.9%

Income tax expense

 

 

6,433

 

 

 

 

 

5,403

 

 

 

 

 

13,609

 

 

 

 

 

9,169

 

 

 

Interest expense

 

 

666

 

 

 

 

 

357

 

 

 

 

 

1,228

 

 

 

 

 

739

 

 

 

Interest income

 

 

(621

)

 

 

 

 

 

 

 

 

 

(772

)

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,610

 

 

 

 

 

2,364

 

 

 

 

 

5,211

 

 

 

 

 

4,823

 

 

 

EBITDA

 

 

29,071

 

 

18.3%

 

 

25,983

 

 

18.0%

 

 

63,894

 

 

19.4%

 

 

44,822

 

 

16.3%

Share-based compensation

 

 

745

 

 

 

 

 

1,171

 

 

 

 

 

1,865

 

 

 

 

 

2,033

 

 

 

Goodwill impairment(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,100

 

 

 

Adjusted EBITDA

 

$

29,816

 

 

18.7%

 

$

27,154

 

 

18.8%

 

$

65,759

 

 

20.0%

 

$

47,955

 

 

17.4%

(a)
Represents a non-cash charge recorded in the Aviara segment for impairment of goodwill.

 

The following table presents a reconciliation of net income from continuing operations as determined in accordance with U.S. GAAP to Adjusted Net Income for the periods indicated:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands, except per share data)

 

Net income from continuing operations

 

$

19,983

 

 

$

17,859

 

 

$

44,618

 

 

$

30,091

 

Income tax expense

 

 

6,433

 

 

 

5,403

 

 

 

13,609

 

 

 

9,169

 

Amortization of acquisition intangibles

 

 

462

 

 

 

462

 

 

 

924

 

 

 

924

 

Share-based compensation

 

 

745

 

 

 

1,171

 

 

 

1,865

 

 

 

2,033

 

Goodwill impairment(a)

 

 

 

 

 

 

 

 

 

 

 

1,100

 

Adjusted Net Income before income taxes

 

 

27,623

 

 

 

24,895

 

 

 

61,016

 

 

 

43,317

 

Adjusted income tax expense(b)

 

 

6,353

 

 

 

5,726

 

 

 

14,034

 

 

 

9,963

 

Adjusted Net Income

 

$

21,270

 

 

$

19,169

 

 

$

46,982

 

 

$

33,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating Net Income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.20

 

 

$

1.02

 

 

$

2.64

 

 

$

1.78

 

Diluted

 

$

1.20

 

 

$

1.01

 

 

$

2.62

 

 

$

1.76

 

Weighted average shares used for the computation of(c):

 

 

 

 

 

 

 

 

 

 

 

 

Basic Adjusted Net Income per share

 

 

17,669,645

 

 

 

18,722,386

 

 

 

17,807,853

 

 

 

18,786,343

 

Diluted Adjusted Net Income per share

 

 

17,774,329

 

 

 

18,899,136

 

 

 

17,903,027

 

 

 

18,951,627

 

(a)
Represents a non-cash charge recorded in the Aviara segment for impairment of goodwill.
(b)
Reflects income tax expense at an income tax rate of 23.0% for each period presented.
(c)
Represents the Weighted Average Shares used for the computation of Basic and Diluted earnings per share as presented on the Consolidated Statements of Operations to calculate Adjusted Net Income per diluted share for all periods presented herein.

23


 

The following table presents the reconciliation of net income from continuing operations per diluted share to Adjusted Net Income per diluted share for the periods presented:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income from continuing operations per diluted share

 

$

1.12

 

 

$

0.94

 

 

$

2.49

 

 

$

1.59

 

Impact of adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

0.36

 

 

 

0.29

 

 

 

0.76

 

 

 

0.48

 

Amortization of acquisition intangibles

 

 

0.03

 

 

 

0.02

 

 

 

0.05

 

 

 

0.05

 

Share-based compensation

 

 

0.04

 

 

 

0.06

 

 

 

0.10

 

 

 

0.11

 

Goodwill impairment(a)

 

 

 

 

 

 

 

 

 

 

 

0.06

 

Adjusted Net Income per diluted share before income taxes

 

 

1.55

 

 

 

1.31

 

 

 

3.40

 

 

 

2.29

 

Impact of adjusted income tax expense on net income per diluted share before income taxes(b)

 

 

(0.35

)

 

 

(0.30

)

 

 

(0.78

)

 

 

(0.53

)

Adjusted Net Income per diluted share

 

$

1.20

 

 

$

1.01

 

 

$

2.62

 

 

$

1.76

 

(a)
Represents a non-cash charge recorded in the Aviara segment for impairment of goodwill.
(b)
Reflects income tax expense at an income tax rate of 23.0% for each period presented.

Liquidity and Capital Resources

Our primary liquidity and capital resource needs are to finance working capital, fund capital expenditures, service our debt, fund our stock repurchase program, and fund potential business acquisitions. Our principal sources of liquidity are our cash balance, investments due to their short-term nature, cash generated from operating activities, our revolving credit agreement and the refinancing and/or new issuance of long-term debt. We believe our cash balance, investments, cash from operations, and our ability to borrow will be sufficient to provide for our liquidity and capital resource needs.

Cash and cash equivalents totaled $29.1 million as of January 1, 2023, a decrease of $5.1 million from $34.2 million as of June 30, 2022. Held-to-maturity securities totaled $59.7 million as of January 1, 2023. As of June 30, 2022, there were no outstanding held-to-maturity securities. Total debt as of January 1, 2023 and June 30, 2022, was $55.1 million and $56.5 million, respectively.

As of January 1, 2023, we had no amounts outstanding under the Revolving Credit Facility, leaving $100.0 million of available borrowing capacity. Refer to Note 9 — Long Term Debt in the Notes to Unaudited Condensed Consolidated Financial Statements for further details.

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 six months ended January 1, 2023, the Company repurchased 415,644 shares of common stock for $9.0 million in cash, including related fees and expenses.

The following table and discussion below relates to our cash flows from continuing operations from operating, investing, and financing activities:

 

 

 

Six Months Ended

 

 

 

January 1,

 

 

January 2,

 

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Total cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

79,763

 

 

$

26,652

 

Investing activities

 

 

(71,602

)

 

 

(4,945

)

Financing activities

 

 

(10,937

)

 

 

(31,114

)

Net change in cash from continuing operations

 

$

(2,776

)

 

$

(9,407

)

 

24


 

Six Months Ended January 1, 2023 Cash Flows from Continuing Operations

Net cash provided by operating activities for the six months ended January 1, 2023 was $79.8 million, primarily due to net income and cash provided by favorable changes in working capital. Working capital is defined as accounts receivable, income tax receivable, inventories, and prepaid expenses and other current assets net of accounts payable, income tax payable, and accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets, excluding the impact of acquisitions and non-cash adjustments. Favorable changes in working capital primarily consisted of a decrease in accounts receivable and inventories, and an increase in accrued expenses and other current liabilities. Partially offsetting favorable changes in working capital was a decrease in accounts payable and income tax payable. Accounts receivable decreased primarily as a result of lower sales at the end of the period compared to the end of the prior-year period. Inventories decreased as we rebalance inventory levels after the summer selling season, partially offset by increased materials costs from inflation. Accrued expenses and other current liabilities primarily increased due to increased warranty and floor plan interest costs, offset by payments of other dealer incentives. Accounts payable decreased as a result of decreased production levels during the holiday season. Income tax payable decreased due to the tax benefit generated from the sale of NauticStar.

Net cash used in investing activities was $71.6 million, due to investments in held-to-maturity securities of $59.7 million and $11.9 million of capital expenditures. Our capital spending was focused on expanding our capacity, maintenance capital, and information technology.

Net cash used in financing activities was $10.9 million, which included net payments of $1.5 million on long-term debt and stock repurchases totaling $9.0 million.

Six Months Ended January 2, 2022 Cash Flows from Continuing Operations

Net cash provided by operating activities for the six months ended January 2, 2022 totaled $26.7 million mainly due to net income, partially offset by working capital usage. Working capital usage primarily consisted of an increase in inventory and a decrease in accounts payable. Partially offsetting the working capital usage was a decrease in accounts receivable and an increase in accrued expenses and other current liabilities. Inventory increased $17.0 million for the first half of fiscal 2022 due to an increase in raw materials to support higher production volumes and to increase safety stock to manage supply chain risk. Work in process increased due to supply chain disruptions. Accounts payable decreased as a result of the timing of purchases and payment of invoices. Accounts receivable decreased due to decreased sales at the end of the period compared to the end of the prior-year period. Accrued expenses and other current liabilities increased due to increased contract liabilities and increased warranty costs, partially offset due to continuing strong retail demand without the need for rebates, as well as payments of variable compensation that were accrued for at June 30, 2021.

Net cash used in investing activities was $4.9 million, which consisted of capital expenditures. Our capital spending was focused on expanding our capacity and maintenance capital.

Net cash used in financing activities was $31.1 million and related to net payments of long-term debt of $19.5 million and funding of the stock repurchase program totaling $11.4 million.

Off Balance Sheet Arrangements

The Company did not have any off balance sheet financing arrangements as of January 1, 2023.

Critical Accounting Policies

As of January 1, 2023, there were no significant changes in or changes to the application of our critical accounting policies or estimation procedures from those presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, which was filed with the SEC on September 9, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We maintain an investment portfolio comprised of fixed income securities, all designated as held-to-maturity securities. Fixed income securities do carry some degree of interest rate and credit risk. However, due to the securities' investment grade ratings, short-term nature, and our intention to hold the securities to maturity, we do not expect to recognize impairment losses on declines in fair value

25


 

below our cost basis. See Note 4 in Notes to Unaudited Condensed Consolidated Financial Statements for more information on investments.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) (of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of January 1, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended January 1, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

26


 

PART II – OTHER INFORMATION

For a discussion of the Company’s legal proceedings, see Part I – Item 1. – Note 8 Commitments and Contingencies to the Company’s unaudited condensed consolidated financial statements.

ITEM 1A. RISK FACTORS.

Except as noted below, there have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

We face risks associated with our investments.

We maintain an investment portfolio comprised of fixed income securities, all designated as held-to-maturity securities. While all of these securities currently maintain an investment grade rating and will mature within one year, these securities are subject to price fluctuations as a result of changes in the financial market’s assessment of issuer credit quality, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors. Accordingly, there can be no guarantee that our current or future investments will not result in losses or impairments, which would negatively impact our earnings and financial condition.

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

Stock Repurchase Program

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 first six months of fiscal 2023, we repurchased approximately $9.0 million of our common stock, including approximately $4.8 million during the three months ended January 1, 2023. As of January 1, 2023, the remaining authorization under the program was approximately $15.6 million.

During the three months ended January 1, 2023, the Company repurchased the following shares of common stock:

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share(a)

 

 

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)

 

October 3, 2022 - October 30, 2022

 

 

193,742

 

 

$

20.63

 

 

 

193,742

 

 

$

16,368

 

October 31, 2022 - November 27, 2022

 

 

 

 

 

 

 

 

 

 

 

16,368

 

November 28, 2022 - January 1, 2023

 

 

30,542

 

 

 

25.97

 

 

 

30,542

 

 

 

15,574

 

Total

 

 

224,284

 

 

$

21.35

 

 

 

224,284

 

 

 

15,574

 

 

(a)
Represents weighted average price paid per share excluding commissions paid.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

27


 

ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incorporated by Reference

 

Exhibit
No.

 

Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

Filed
Herewith

 

3.1

 

Amended and Restated Certificate of Incorporation of MCBC Holdings, Inc.

 

10-K

 

001-37502

 

3.1

 

9/18/15

 

 

 

3.2

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc.

 

10-Q

 

001-37502

 

3.2

 

11/9/18

 

 

 

3.3

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc.

 

8-K

 

001-37502

 

3.1

 

10/25/19

 

 

 

3.4

 

Fourth Amended and Restated By-laws of MasterCraft Boat Holdings, Inc.

 

8-K

 

001-37502

 

3.2

 

10/25/19

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 

 

 

 

 

 

 

 

 

*

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 

 

 

 

 

 

 

 

 

*

 

32.1

 

Section 1350 Certification of Chief Executive Officer

 

 

 

 

 

 

 

 

 

**

 

32.2

 

Section 1350 Certification of Chief Financial Officer

 

 

 

 

 

 

 

 

 

**

 

101.INS

 

Inline XBRL Instance Document

 

 

 

 

 

 

 

 

 

*

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

 

 

*

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

 

 

*

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

 

 

*

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

*

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

 

 

*

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

 

 

 

 

 

 

 

*

 

 

* Filed herewith.

** Furnished herewith.

28


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

 

 

(Registrant)

 

 

 

 

Date:

February 8, 2023

By:

/s/ FREDERICK A. BRIGHTBILL

 

 

 

Frederick A. Brightbill

 

 

 

Chief Executive Officer (Principal Executive Officer) and Chairman of the Board

 

 

 

 

Date:

February 8, 2023

By:

/s/ TIMOTHY M. OXLEY

 

 

 

Timothy M. Oxley

 

 

 

Chief Financial Officer (Principal Financial and Accounting Officer),

 

 

 

Treasurer and Secretary

 

 

 

 

 

29


EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Frederick A. Brightbill, certify that:

 

1.
I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2023 of MasterCraft Boat Holdings, Inc.;

 

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 8, 2023

 

/s/ FREDERICK A. BRIGHTBILL

 

 

Frederick A. Brightbill

 

 

Chief Executive Officer

(Principal Executive Officer) and Chairman of the Board

 


EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Timothy M. Oxley, certify that:

 

1.
I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 2023 of MasterCraft Boat Holdings, Inc.;

 

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 8, 2023

 

/s/ TIMOTHY M. OXLEY

 

 

Timothy M. Oxley

 

 

Chief Financial Officer, Treasurer and Secretary

(Principal Financial and Accounting Officer)

 


EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Frederick A. Brightbill, Chief Executive Officer of MasterCraft Boat Holdings, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1)
The Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended January 1, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

February 8, 2023

 

 

 

/s/ FREDERICK A. BRIGHTBILL

 

 

 

 

Frederick A. Brightbill

 

 

 

 

Chief Executive Officer

(Principal Executive Officer) and Chairman of the Board

 


EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Oxley, Chief Financial Officer of MasterCraft Boat Holdings, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1)
The Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended January 1, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

February 8, 2023

 

 

 

/s/ TIMOTHY M. OXLEY

 

 

 

 

Timothy M. Oxley

 

 

 

 

Chief Financial Officer, Treasurer and Secretary

(Principal Financial and Accounting Officer)