錯誤Q1--06-3000016382900001638290mcft:Nauticstar和Aviara成員2024-07-012024-09-290001638290mcft:Mastercraft部門成員2024-06-300001638290mcft:主管及其他關鍵員工成員us-gaap: 受限股票會員2024-07-012024-09-2900016382902023-07-012023-10-010001638290us-gaap: 受限股票會員2024-09-290001638290us-gaap:擔保債務成員2021-06-280001638290績效股份成員2024-07-012024-09-290001638290us-gaap: 循環信貸設施成員2024-09-290001638290us-gaap:擔保債務成員mcft:倫敦銀行同業拆借利率成員srt:最低會員2024-07-012024-09-290001638290績效股份成員2024-06-300001638290us-gaap:擔保債務成員mcft:倫敦銀行同業拆借利率成員srt:最低會員2024-09-272024-09-270001638290mcft:待售資產成員2024-09-290001638290美元指數: 應付股本會員2023-06-300001638290美元指數:非控股權成員2023-07-012023-10-010001638290US-GAAP:普通股成員2024-09-290001638290US-GAAP:商標成員2024-07-012024-09-290001638290mcft:Mastercraft部門成員mcft:零件成員2024-07-012024-09-290001638290US-GAAP:普通股成員2023-06-300001638290mcft:Mastercraft細分會員2024-09-290001638290mcft:零件會員2024-07-012024-09-290001638290mcft:其他產品會員2023-07-012023-10-010001638290US-GAAP:基於合同的無形資產成員2024-06-300001638290mcft:Pontoon會員2023-07-012023-10-010001638290us-gaap: 循環信貸設施成員2024-07-012024-09-290001638290us-gaap:留存收益成員2023-07-012023-10-010001638290us-gaap:擔保債務成員srt:最低會員美國財務會計準則:優先股票成員2024-07-012024-09-290001638290us-gaap:擔保債務成員srt:最低會員美國財務會計準則:優先股票成員2024-09-272024-09-270001638290us-gaap: 受限股票會員蒙特卡洛科技: 非執行董事成員2024-07-012024-09-290001638290蒙特卡洛科技: Aviara 成員2024-06-300001638290美元指數: 應付股本會員2024-06-300001638290us-gaap: 受限股票會員2024-06-300001638290微軟:其他產品會員微軟:Pontoon會員2024-07-012024-09-290001638290微軟:持有待售資產會員2024-06-300001638290us-gaap:留存收益成員2023-10-010001638290us-gaap:母公司成員2023-07-012023-10-010001638290美元指數: 應付股本會員2023-07-012023-10-010001638290mcft:Mastercraft部門成員mcft:船和拖車成員2023-07-012023-10-010001638290mcft:Mastercraft部門成員mcft:零件成員2023-07-012023-10-010001638290us-gaap:土地改良成員2024-06-300001638290mcft:Mastercraft部門成員mcft:其他產品成員2023-07-012023-10-0100016382902024-11-010001638290績效股份成員2023-07-012023-10-010001638290mcft:Aviara會員2024-09-290001638290us-gaap:建築改善會員2024-06-300001638290us-gaap:母公司成員2023-06-300001638290在建工程2024-06-3000016382902023-07-2400016382902024-09-290001638290美元指數:非控股權成員2023-10-010001638290mcft:Mastercraft部分成員2024-07-012024-09-290001638290US-GAAP:基於合同的無形資產成員2024-09-290001638290us-gaap:ComputerSoftwareIntangibleAssetMember2024-06-300001638290us-gaap:母公司成員2024-09-290001638290us-gaap:母公司成員2024-07-012024-09-290001638290美國通用會計準則:機械設備成員2024-06-300001638290us-gaap:留存收益成員2024-07-012024-09-290001638290us-gaap:擔保債務成員倫敦銀行同業拆借利率Libor會員srt:最大成員2024-07-012024-09-290001638290us-gaap:擔保債務成員mcft:貸款成員2021-06-280001638290mcft:應計費用其他流動負債及其他長期負債成員2024-09-290001638290us-gaap:擔保債務成員us-gaap: 循環信貸設施成員srt:最大成員2024-09-272024-09-270001638290mcft:浮船成員2024-09-290001638290績效股份成員2024-09-290001638290us-gaap: 受限股票會員Mcft:非執行董事、高級管理人員和其他關鍵員工成員2024-07-012024-09-290001638290Mcft:浮橋成員Mcft:其他產品成員2023-07-012023-10-010001638290美元指數:非控股權成員2024-09-290001638290Mcft:貸款成員2024-06-300001638290美元指數: 應付股本會員2024-07-012024-09-290001638290Mcft:Mastercraft部門成員Mcft:船和拖車成員2024-07-012024-09-290001638290us-gaap:建築改善會員2024-09-290001638290us-gaap:擔保債務成員srt:最大成員美國財務會計準則:優先股票成員2024-07-012024-09-290001638290mcft : Pontoon Member2024-07-012024-09-290001638290us-gaap: 循環信貸設施成員2024-06-3000016382902024-09-232024-09-230001638290美元指數:非控股權成員2024-06-300001638290US-GAAP:普通股成員2024-07-012024-09-290001638290其他產品會員2024-07-012024-09-290001638290船隻和拖車會員2024-07-012024-09-290001638290us-gaap:擔保債務成員us-gaap: 循環信貸設施成員2021-06-280001638290美元指數:非控股權成員2023-06-300001638290us-gaap: 受限股票會員2024-07-012024-09-290001638290浮船會員零件會員2023-07-012023-10-010001638290MCFT: Mastercraft部門成員2023-07-012023-10-010001638290us-gaap:傢俱和固定資產會員2024-09-290001638290us-gaap:留存收益成員2024-06-300001638290us-gaap:ComputerSoftwareIntangibleAssetMember2024-09-290001638290US-GAAP:商標成員2023-07-012024-06-300001638290us-gaap:母公司成員2023-10-010001638290us-gaap:傢俱和固定資產會員2024-06-300001638290us-gaap:留存收益成員2023-06-300001638290mcft:船舶和拖車會員mcft:浮船會員2024-07-012024-09-290001638290us-gaap:留存收益成員2024-09-290001638290US-GAAP:普通股成員2023-10-010001638290US-GAAP:普通股成員2023-07-012023-10-0100016382902023-08-090001638290mcft:船舶和拖車會員2023-07-012023-10-0100016382902023-06-300001638290mcft:浮船會員mcft:零件會員2024-07-012024-09-2900016382902023-10-010001638290績效股份成員Mcft:高級主管及其他關鍵員工成員2024-07-012024-09-290001638290us-gaap:母公司成員2024-06-300001638290US-GAAP:商標成員2024-09-290001638290Mcft:期限貸款成員2024-09-290001638290Mcft:浮船成員2024-06-300001638290美國公認會計原則:公司債券證券成員2024-09-290001638290Mcft:船隻和拖車成員mcft:Pontoon會員2023-07-012023-10-010001638290美元指數: 應付股本會員2023-10-010001638290us-gaap: 循環信貸設施成員2024-09-270001638290mcft:Mastercraft分段會員mcft:其他產品會員2024-07-012024-09-290001638290us-gaap:擔保債務成員srt:最大成員美國財務會計準則:優先股票成員2024-09-272024-09-270001638290US-GAAP:普通股成員2024-06-3000016382902024-07-012024-09-290001638290mcft: 零部件會員2023-07-012023-10-010001638290us-gaap: 受限股票會員2023-07-012023-10-010001638290美元指數: 應付股本會員2024-09-290001638290美國通用會計準則:機械設備成員2024-09-290001638290us-gaap:土地改良成員2024-09-290001638290mcft: Nauticstar 和 Aviara 會員2023-07-012023-10-010001638290us-gaap:擔保債務成員us-gaap: 循環信貸設施成員srt:最低會員2024-09-272024-09-270001638290us-gaap:擔保債務成員MCFT: 倫敦銀行同業拆借利率(Libor)成員srt:最大成員2024-09-272024-09-270001638290美國公認會計原則:公司債券證券成員2024-06-300001638290在建工程2024-09-290001638290US-GAAP:商標成員2024-06-3000016382902024-06-30iso4217:USDxbrli:股份xbrli:純形xbrli:股份mcft:Segmentiso4217:USD

 

 

美國

證券交易委員會

華盛頓特區20549

 

 

表格 10-Q

 

 

根據1934年證券交易法第13或15(d)條款的季度報告。

截至本季度結束 九月二十九日, 2024

根據1934年證券交易法第13或15(d)條款的過渡報告

 

委員會檔案編號 001-37502

 

 

img156654041_0.jpg

 

Mastercraft Boat Holdings, Inc.

(依憑章程所載的完整登記名稱)

 

 

德拉瓦

 

06-1571747

(註冊地或其他轄區

 

(國稅局雇主

組織或登記證明文件

 

識別號碼)

 

100 Cherokee Cove Drive, Vonore, 田納西州 37885

(總公司地址) (郵政編碼)

 

(423) 884-2221

(註冊人電話號碼,包括區號)

根據法案第12(b)條規定註冊的證券:

每種類別的名稱

 

交易

標的

 

每個註冊交易所的名稱

普通股票

 

MCFT

 

納斯達克

 

請勾選表示:(1)申報人在過去12個月內(或申報人在此期間需要提交此類報告的較短時間內,已提交了證券交易所法案第13條或第15(d)條規定的所有報告;並 (2)該申報人在過去90天內一直受到申報要求的約束。

請勾選表示該登記者是否已在過去12個月內(或該登記者需要提交這些文件的較短期間)向Regulation S-t的第232.405條提出的每個互動式數據文件。

請勾選指示登記者是否為大型快速提交人、快速提交人、非快速提交人、較小的報告公司或新興成長型公司。請參閱交易所法規120億2條,了解「大型快速提交人」、「快速提交人」、「較小的報告公司」和「新興成長型公司」的定義。

 

大型加速歸檔人

加速歸檔人

 

 

 

 

非加速歸檔人

小型報告公司

 

 

 

 

新興成長型企業

 

 

 

如果一家新興成長型公司,請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。

請以核取記號表示,申報人是否為殼公司(根據《交易所法》第120億2條的定義)。 不是

截至2024年11月1日,有 16,795,781 公司的普通股份,每股面值$0.01,已發行並流通。

 

 


 

 

目錄

 

 

 

 

 

 

頁面

 

 

 

第I部分

財務信息

 

項目1.

基本報表

 

 

未經審核之綜合損益表

4

 

未經審核的簡化合併資產負債表

5

 

未經審核的簡明合併權益報表

6

 

未經審核之現金流量表

7

 

基本報表未經審核簡明合併財務報表註腳

8

項目2。

管理層對財務狀況和業績的討論與分析

18

項目 3。

市場風險的定量和定性披露。

25

項目 4。

內部控制及程序

25

 

 

 

第二部分

其他資訊

 

項目1。

法律訴訟

26

项目1A。

風險因素

26

項目2。

未登記的證券銷售及資金用途

26

項目 3。

優先證券違約

26

項目 4。

礦業安全披露

26

项目5。

其他資訊

26

第6項。

展示、財務報表時間表

27

 

 

 

 

簽名

28

 

2


 

 

關於前瞻性陳述的警示性聲明

本季度在表單10-Q的報告中含有一些符合聯邦證券法意義上的「前瞻性陳述」。這些前瞻性陳述通常可以通過使用包含「可能」、「或許」、「可能」、「將」、「期望」、「可能」、「相信」、「持續」、「預計」、「估計」、「打算」、「計劃」、「項目」和其他類似詞語或短語的陳述來識別。前瞻性陳述涉及估計和不確定因素,可能導致實際結果與前瞻性陳述中所述有所不同。

本季度報告10-Q中所含的前瞻性陳述是基於我們的行業經驗和對歷史趨勢、當前狀況、預期未來發展及其他我們認為合適的重要因素所作的假設。當您閱讀並考慮這份季度報告10-Q時,您應該了解這些陳述並非對表現或結果的保證。它們涉及風險、不確定性(其中許多超出我們控制範圍)和假設。儘管我們相信這些前瞻性陳述是基於合理的假設,您應該意識到許多重要因素可能會影響我們實際的營運和財務表現,並導致我們的表現與前瞻性陳述中預期的表現有實質不同,包括但不限於以下內容:利率變動、總體經濟條件、政治不確定性(包括因2024年選舉即將到來而產生的影響)、對我們產品的需求、通貨膨脹、消費者喜好變化、我們行業內的競爭、我們能否維持可靠的經銷商網絡、庫存增加導致經銷商成本增加、我們管理製造水平和固定成本基礎的能力、我們新產品(包括新品牌Balise)的成功推出、我們戰略性產品出讓的成功、如俄羅斯和烏克蘭之間的衝突、加沙地帶的衝突以及中東地區的一般動盪等地緣政治衝突、金融機構干擾以及在我們於2024年6月30日結束的財政年度以提交給證券交易委員會(“SEC”)的2024年度報告10-k中標題“風險因素”下描述的其他重要因素。如果這些風險或不確定性之一發生,或者這些假設中的任何一個被證明不正確,我們的實際營運和財務表現可能與這些前瞻性陳述中預期的表現有實質不同。

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

(Dollar amounts in thousands, except per share data)

 

2024

 

 

2023

 

NET SALES

 

$

65,359

 

 

$

94,305

 

COST OF SALES

 

 

53,561

 

 

 

71,830

 

GROSS PROFIT

 

 

11,798

 

 

 

22,475

 

OPERATING EXPENSES:

 

 

 

 

 

 

Selling and marketing

 

 

2,874

 

 

 

3,084

 

General and administrative

 

 

7,470

 

 

 

8,376

 

Amortization of other intangible assets

 

 

450

 

 

 

462

 

Total operating expenses

 

 

10,794

 

 

 

11,922

 

OPERATING INCOME

 

 

1,004

 

 

 

10,553

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

Interest expense

 

 

(987

)

 

 

(878

)

Interest income

 

 

1,192

 

 

 

1,352

 

INCOME BEFORE INCOME TAX EXPENSE

 

 

1,209

 

 

 

11,027

 

INCOME TAX EXPENSE

 

 

193

 

 

 

2,496

 

INCOME FROM CONTINUING OPERATIONS

 

 

1,016

 

 

 

8,531

 

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

 

 

(6,161

)

 

 

(2,336

)

NET INCOME (LOSS)

 

$

(5,145

)

 

$

6,195

 

 

 

 

 

 

 

 

INCOME (LOSS) PER SHARE:

 

 

 

 

 

 

Basic

 

 

 

 

 

 

Continuing operations

 

$

0.06

 

 

$

0.50

 

Discontinued operations

 

 

(0.37

)

 

 

(0.14

)

Net income (loss)

 

$

(0.31

)

 

$

0.36

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

Continuing operations

 

$

0.06

 

 

$

0.50

 

Discontinued operations

 

 

(0.37

)

 

 

(0.14

)

Net income (loss)

 

$

(0.31

)

 

$

0.36

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF:

 

 

 

 

 

 

Basic earnings per share

 

 

16,544,941

 

 

 

17,156,283

 

Diluted earnings per share

 

 

16,544,941

 

 

 

17,224,608

 

 

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

 

 

 

September 29,

 

 

June 30,

 

(Dollar amounts in thousands, except per share data)

 

2024

 

 

2024

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

14,160

 

 

$

7,394

 

Held-to-maturity securities (Note 4)

 

 

68,649

 

 

 

78,846

 

Accounts receivable, net of allowance of $164 and $101, respectively

 

 

13,538

 

 

 

11,455

 

Income tax receivable

 

 

1,275

 

 

 

499

 

Inventories, net (Note 5)

 

 

37,296

 

 

 

36,972

 

Prepaid expenses and other current assets

 

 

6,475

 

 

 

8,686

 

Current assets held-for-sale (Note 3)

 

 

4,980

 

 

 

11,222

 

Total current assets

 

 

146,373

 

 

 

155,074

 

Property, plant and equipment, net (Note 6)

 

 

52,498

 

 

 

52,314

 

Goodwill (Note 7)

 

 

28,493

 

 

 

28,493

 

Other intangible assets, net (Note 7)

 

 

33,200

 

 

 

33,650

 

Deferred income taxes

 

 

18,761

 

 

 

18,584

 

Deferred debt issuance costs, net

 

 

432

 

 

 

272

 

Other long-term assets

 

 

8,103

 

 

 

7,917

 

Non-current assets held-for-sale (Note 3)

 

 

21,287

 

 

 

21,680

 

Total assets

 

$

309,147

 

 

$

317,984

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

 

13,052

 

 

 

10,431

 

Income tax payable

 

 

4

 

 

 

 

Accrued expenses and other current liabilities (Note 8)

 

 

50,241

 

 

 

55,068

 

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

 

 

 

 

 

4,374

 

Current liabilities held-for-sale (Note 3)

 

 

9,671

 

 

 

8,063

 

Total current liabilities

 

 

72,968

 

 

 

77,936

 

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

 

 

49,500

 

 

 

44,887

 

Unrecognized tax positions

 

 

8,390

 

 

 

8,549

 

Other long-term liabilities

 

 

2,462

 

 

 

2,551

 

Long-term liabilities held-for-sale (Note 3)

 

 

180

 

 

 

182

 

Total liabilities

 

 

133,500

 

 

 

134,105

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

Common stock, $.01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 16,816,392 shares at September 29, 2024 and 16,759,109 shares at June 30, 2024

 

 

168

 

 

 

167

 

Additional paid-in capital

 

 

56,804

 

 

 

59,892

 

Retained earnings

 

 

118,475

 

 

 

123,620

 

MasterCraft Boat Holdings, Inc. equity

 

 

175,447

 

 

 

183,679

 

Noncontrolling interest

 

 

200

 

 

 

200

 

Total equity

 

 

175,647

 

 

 

183,879

 

Total liabilities and equity

 

$

309,147

 

 

$

317,984

 

 

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 EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional Paid-in

 

 

Retained

 

 

MasterCraft Boat Holdings, Inc.

 

 

Noncontrolling

 

 

Total

 

(Dollar amounts in thousands)

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

 

Interest

 

 

Equity

 

Balance at June 30, 2024

 

 

16,759,109

 

 

$

167

 

 

$

59,892

 

 

$

123,620

 

 

$

183,679

 

 

$

200

 

 

$

183,879

 

Share-based compensation activity

 

 

240,912

 

 

 

3

 

 

 

421

 

 

 

 

 

 

424

 

 

 

 

 

 

424

 

Repurchase and retirement of common stock

 

 

(183,629

)

 

 

(2

)

 

 

(3,509

)

 

 

 

 

 

(3,511

)

 

 

 

 

 

(3,511

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(5,145

)

 

 

(5,145

)

 

 

 

 

 

(5,145

)

Balance at September 29, 2024

 

 

16,816,392

 

 

$

168

 

 

$

56,804

 

 

$

118,475

 

 

$

175,447

 

 

$

200

 

 

$

175,647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft Boat

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional Paid-in

 

 

Retained

 

 

Holdings, Inc.

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

 

Interest

 

 

Equity

 

Balance at June 30, 2023

 

 

17,312,850

 

 

$

173

 

 

$

75,976

 

 

$

115,820

 

 

$

191,969

 

 

$

120

 

 

$

192,089

 

Share-based compensation activity

 

 

185,055

 

 

 

 

 

 

(683

)

 

 

 

 

 

(683

)

 

 

 

 

 

(683

)

Repurchase and retirement of common stock

 

 

(241,764

)

 

 

(2

)

 

 

(5,783

)

 

 

 

 

 

(5,785

)

 

 

 

 

 

(5,785

)

Capital contribution from noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

80

 

 

 

80

 

Net income

 

 

 

 

 

 

 

 

 

 

 

6,195

 

 

 

6,195

 

 

 

 

 

 

6,195

 

Balance at October 1, 2023

 

 

17,256,141

 

 

$

171

 

 

$

69,510

 

 

$

122,015

 

 

$

191,696

 

 

$

200

 

 

$

191,896

 

 

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

(Dollar amounts in thousands)

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

(5,145

)

 

$

6,195

 

Loss from discontinued operations, net of tax

 

 

6,161

 

 

 

2,336

 

Income from continuing operations

 

 

1,016

 

 

 

8,531

 

Adjustments to reconcile income from continuing operations to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

2,074

 

 

 

2,109

 

Share-based compensation

 

 

430

 

 

 

910

 

Unrecognized tax benefits

 

 

(159

)

 

 

196

 

Deferred income taxes

 

 

(177

)

 

 

(32

)

Changes in certain operating assets and liabilities

 

 

(2,410

)

 

 

(15,456

)

Other, net

 

 

(1,276

)

 

 

(1,027

)

Net cash used in operating activities of continuing operations

 

 

(502

)

 

 

(4,769

)

Net cash provided by (used in) operating activities of discontinued operations

 

 

2,906

 

 

 

(4,353

)

Net cash provided by (used in) operating activities

 

 

2,404

 

 

 

(9,122

)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(2,205

)

 

 

(3,068

)

Purchases of investments

 

 

 

 

 

(9,761

)

Maturities of investments

 

 

10,596

 

 

 

35,347

 

Net cash provided by investing activities of continuing operations

 

 

8,391

 

 

 

22,518

 

Net cash used in investing activities of discontinued operations

 

 

(78

)

 

 

(1,330

)

Net provided by in investing activities

 

 

8,313

 

 

 

21,188

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Principal payments on long-term debt

 

 

(49,500

)

 

 

(1,125

)

Repurchase and retirement of common stock

 

 

(3,729

)

 

 

(5,757

)

Borrowings on revolving credit facility

 

 

49,500

 

 

 

 

Other, net

 

 

(222

)

 

 

(1,542

)

Net cash used in financing activities of continuing operations

 

 

(3,951

)

 

 

(8,424

)

Net cash provided by (used in) financing activities of discontinued operations

 

 

 

 

 

 

Net cash used in financing activities

 

 

(3,951

)

 

 

(8,424

)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

6,766

 

 

 

3,642

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD

 

 

7,394

 

 

 

19,817

 

CASH AND CASH EQUIVALENTS — END OF PERIOD

 

$

14,160

 

 

$

23,459

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash payments for interest, net of amounts capitalized

 

$

738

 

 

$

820

 

Cash payments for income taxes

 

 

7

 

 

 

6,380

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Activity related to sales-type lease

 

 

 

 

 

3,898

 

Capital expenditures in accounts payable and accrued expenses

 

 

254

 

 

 

328

 

 

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

7


 

MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise noted, dollars in thousands, except per share data)

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, 2024, and, in the opinion of management, reflect all adjustments considered necessary to present fairly the Company’s financial position as of September 29, 2024, its results of operations for the three months ended September 29, 2024 and October 1, 2023, its cash flows for the three months ended September 29, 2024 and October 1, 2023, and its statements of equity for the three months ended September 29, 2024 and October 1, 2023. 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, 2024 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 2024 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 months ended September 29, 2024, as compared with those described in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2024.

Assets Held-For-Sale and Discontinued Operations — On August 8, 2024, the Company announced that it had entered into an asset purchase agreement (the “Aviara Asset Purchase Agreement”), pursuant to which the Company will transfer rights to the Aviara brand of luxury dayboats and certain related assets to a subsidiary of MarineMax, Inc. (the “Aviara Transaction”). The transaction was completed October 18, 2024. In conjunction with completing all outstanding production in the fiscal first quarter, the Company's sale of the business represents an exit from the luxury dayboat 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 Aviara and former NauticStar businesses results for the periods presented are reflected in our condensed consolidated statements of operations and condensed consolidated statement of cash flows as discontinued operations. Additionally, the related assets and liabilities held-for-sale are classified as held-for-sale in our condensed consolidated balance sheets (see Note 3).

Further, on September 12, 2024, the Company announced that it had entered into an agreement to sell its Aviara manufacturing facility located in Merritt Island, Florida, to RMI Holdings, Inc. (the “Aviara Facility Sale Agreement”). The Company determined the assets met the criteria to be classified as held-for-sale with the execution of the Aviara Facility Sale Agreement in conjunction with completing all outstanding production in the fiscal first quarter. The related assets and liabilities held-for-sale are classified as held-for-sale in our condensed consolidated balance sheets (see Note 3).

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

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

 

8


 

 

New Accounting Pronouncements Issued But Not Yet Adopted

Segment Reporting — Accounting Standard Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures, requires incremental disclosures about an entity’s reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker (“CODM”) and (2) included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. This update is effective for fiscal years beginning after December 31, 2023, or fiscal 2025 for the Company, and should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

Income Taxes — ASU No. 2023-09, Improvements to Income Tax Disclosures, requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. Entities would have to provide qualitative disclosures about the new categories. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2024, or fiscal 2026 for the Company. The Company is currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

2.
REVENUE RECOGNITION

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

 

 

 

Three Months Ended September 29, 2024

 

 

 

MasterCraft

 

 

Pontoon

 

 

Total

 

Major Product Categories:

 

 

 

 

 

 

 

 

 

Boats and trailers

 

$

50,223

 

 

$

9,192

 

 

$

59,415

 

Parts

 

 

4,023

 

 

 

507

 

 

 

4,530

 

Other revenue

 

 

1,287

 

 

 

127

 

 

 

1,414

 

Total

 

$

55,533

 

 

$

9,826

 

 

$

65,359

 

 

 

 

 

Three Months Ended October 1, 2023

 

 

 

MasterCraft

 

 

Pontoon

 

 

Total

 

Major Product Categories:

 

 

 

 

 

 

 

 

 

Boats and trailers

 

$

69,825

 

 

$

18,118

 

 

$

87,943

 

Parts

 

 

5,192

 

 

 

253

 

 

 

5,445

 

Other revenue

 

 

819

 

 

 

98

 

 

 

917

 

Total

 

$

75,836

 

 

$

18,469

 

 

$

94,305

 

Contract Liabilities

As of June 30, 2024, the Company had $4.1 million of contract liabilities associated with customer deposits and telematic services. During the three months ended September 29, 2024, $1.0 million was recognized as revenue. As of September 29, 2024, total contract liabilities associated with customer deposits and services of $4.1 million were reported in Accrued expenses and other current liabilities and Other long-term liabilities on the condensed consolidated balance sheet, and $1.8 million is expected to be recognized as revenue during the remainder of the year ending June 30, 2025.

3.
ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATIONS

On August 8, 2024, the Company announced that it had entered into the Aviara Asset Purchase Agreement, pursuant to which it will transfer rights to the Aviara brand of luxury dayboats and certain related assets to a subsidiary of MarineMax, Inc. (“MarineMax”). The transaction was completed on October 18, 2024. As discussed in Note 1, the Company has reported results of operations for the Aviara

9


 

 

segment as discontinued operations in the condensed consolidated statement of operations and the related assets and liabilities held-for-sale are classified as held-for-sale in our condensed consolidated balance sheets.

Additionally, on September 12, 2024, we announced that we had entered into the Aviara Facility Sale Agreement. The transaction is expected to be completed in our fiscal 2025 second quarter and remains subject to customary closing conditions. As discussed in Note 1, the related assets and liabilities are classified as held-for-sale in our condensed consolidated balance sheets.

The Company evaluated the carrying value of net assets compared to the fair value less cost to sell and, as a result, recorded a $3.5 million loss on discontinued operations related to discounts, warranty accruals, and inventory.

In fiscal 2023, we sold our NauticStar business. Pursuant to the terms of the purchase agreement, substantially all of the assets were sold and the purchaser assumed substantially all of the liabilities of NauticStar. The value of the assets and liabilities that were retained at the time of sale, which were primarily related to certain claims, are subject to change. Certain of these claims, which were reported in Accrued expenses and other current liabilities, have been settled or are expected to settle for higher amounts than previously estimated, with the related activity being recorded as discontinued operations.

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

 

 

Three Months Ended

 

 

September 29,

 

 

October 1,

 

 

2023

 

 

2023

 

NET SALES

$

7,306

 

 

$

9,949

 

COST OF SALES

 

10,154

 

 

 

10,889

 

GROSS LOSS

 

(2,848

)

 

 

(940

)

OPERATING EXPENSES:

 

 

 

 

 

Selling, general and administrative

 

1,488

 

 

 

2,407

 

Total operating expenses

 

1,488

 

 

 

2,407

 

OPERATING LOSS

 

(4,336

)

 

 

(3,347

)

Gain (loss) on sale of discontinued operations

 

(3,486

)

 

 

157

 

LOSS BEFORE INCOME TAX BENEFIT

 

(7,822

)

 

 

(3,190

)

INCOME TAX BENEFIT

 

1,661

 

 

 

854

 

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

$

(6,161

)

 

$

(2,336

)

 

The following table summarizes the assets and liabilities associated with discontinued operations that are presented within held-for-sale in the condensed consolidated balance sheets:

 

September 29,

 

 

June 30,

 

 

2024

 

 

2024

 

CURRENT ASSETS HELD-FOR-SALE:

 

 

 

 

 

Accounts receivable, net of allowance

$

1,611

 

 

$

3,927

 

Inventories, net

 

3,369

 

 

 

7,295

 

Total current assets held-for-sale

$

4,980

 

 

$

11,222

 

 

 

 

 

 

 

NON-CURRENT ASSETS HELD-FOR-SALE:

 

 

 

 

 

Property, plant and equipment, net

$

21,108

 

 

$

21,499

 

Other long-term assets

 

179

 

 

 

181

 

Total non-current assets held-for-sale

$

21,287

 

 

$

21,680

 

 

 

 

 

 

 

CURRENT LIABILITIES HELD-FOR-SALE:

 

 

 

 

 

Accounts payable

$

379

 

 

$

1,747

 

Accrued expenses and other current liabilities

 

9,292

 

 

 

6,316

 

Total current liabilities held-for-sale

$

9,671

 

 

$

8,063

 

 

 

 

 

 

 

LONG-TERM LIABILITIES HELD-FOR-SALE:

 

 

 

 

 

Long-term leases

$

180

 

 

$

182

 

Total long-term liabilities held-for-sale

$

180

 

 

$

182

 

 

10


 

 

 

4.
HELD-TO-MATURITY SECURITIES

The amortized cost and net carrying amount, gross unrealized gains and losses, and estimated fair value of our investments classified as held-to-maturity at September 29, 2024 and June 30, 2024 are summarized as follows:

 

 

 

September 29, 2024

 

 

 

Amortized

 

 

 

 

 

 

 

 

 

 

 

 

Cost / Net

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

Carrying

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Amount

 

 

Gains

 

 

Losses

 

 

Value

 

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

68,649

 

 

$

101

 

 

$

(1

)

 

$

68,749

 

Total held-to-maturity securities

 

$

68,649

 

 

$

101

 

 

$

(1

)

 

$

68,749

 

 

 

 

June 30, 2024

 

 

 

Amortized

 

 

 

 

 

 

 

 

 

 

 

 

Cost / Net

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

Carrying

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Amount

 

 

Gains

 

 

Losses

 

 

Value

 

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

78,846

 

 

$

2

 

 

$

(82

)

 

$

78,766

 

Total held-to-maturity securities

 

$

78,846

 

 

$

2

 

 

$

(82

)

 

$

78,766

 

 

5.
INVENTORIES

Inventories consisted of the following:

 

 

 

September 29,

 

 

June 30,

 

 

 

2024

 

 

2024

 

Raw materials and supplies

 

$

25,137

 

 

$

26,326

 

Work in process

 

 

4,964

 

 

 

4,039

 

Finished goods

 

 

8,834

 

 

 

8,707

 

Obsolescence reserve

 

 

(1,639

)

 

 

(2,100

)

Total inventories

 

$

37,296

 

 

$

36,972

 

 

6.
PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment, net consisted of the following:

 

 

September 29,

 

 

June 30,

 

 

 

 

2024

 

 

2024

 

 

Land and improvements

 

$

4,985

 

 

$

4,985

 

 

Buildings and improvements

 

 

34,074

 

 

 

34,040

 

 

Machinery and equipment

 

 

31,273

 

 

 

31,157

 

 

Furniture and fixtures

 

 

5,897

 

 

 

5,498

 

 

Construction in progress

 

 

11,188

 

 

 

10,295

 

 

Total property, plant, and equipment

 

 

87,417

 

 

 

85,975

 

 

Less accumulated depreciation

 

 

(34,919

)

 

 

(33,661

)

 

Property, plant, and equipment — net

 

 

52,498

 

 

$

52,314

 

 

 

11


 

 

7.
GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the carrying amounts of goodwill as of September 29, 2024 and June 30, 2024 for each of the Company's reportable segments.

 

 

Gross Amount

 

 

Accumulated Impairment Losses

 

 

Total

 

MasterCraft

 

$

28,493

 

 

$

 

 

$

28,493

 

Pontoon

 

 

36,238

 

 

 

(36,238

)

 

 

 

Total

 

$

64,731

 

 

$

(36,238

)

 

$

28,493

 

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

 

 

 

September 29,

 

 

June 30,

 

 

 

2024

 

 

2024

 

 

 

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

 

 

$

(12,300

)

 

$

7,200

 

 

$

19,500

 

 

$

(11,850

)

 

$

7,650

 

Software

 

245

 

 

 

(245

)

 

 

 

 

245

 

 

 

(245

)

 

 

 

 

 

 

19,745

 

 

 

(12,545

)

 

 

7,200

 

 

 

19,745

 

 

 

(12,095

)

 

 

7,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unamortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

 

33,000

 

 

 

(7,000

)

 

 

26,000

 

 

 

33,000

 

 

 

(7,000

)

 

 

26,000

 

Total other intangible assets

 

$

52,745

 

 

$

(19,545

)

 

$

33,200

 

 

$

52,745

 

 

$

(19,095

)

 

$

33,650

 

Amortization expense related to Other intangible assets, net for each of the three months ended September 29, 2024 and October 1, 2023, was $0.5 million. Estimated amortization expense for the fiscal year ending June 30, 2025 is $1.8 million.

 

8.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

 

 

 

September 29,

 

 

June 30,

 

 

 

2024

 

 

2024

 

Warranty

 

$

25,082

 

 

$

25,486

 

Dealer incentives

 

 

13,575

 

 

 

16,059

 

Compensation and related accruals

 

 

2,796

 

 

 

4,673

 

Contract liabilities

 

 

2,066

 

 

 

2,034

 

Self-insurance

 

 

1,279

 

 

 

1,216

 

Inventory repurchase contingent obligation

 

 

1,179

 

 

 

1,657

 

Liabilities retained associated with NauticStar discontinued operations

 

 

307

 

 

 

309

 

Other

 

 

3,957

 

 

 

3,634

 

Total accrued expenses and other current liabilities

 

$

50,241

 

 

$

55,068

 

 

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

 

 

 

September 29,

 

 

October 1,

 

 

 

2024

 

 

2023

 

Balance at the beginning of the period

 

$

25,486

 

 

$

28,688

 

Provisions

 

 

1,469

 

 

 

1,824

 

Payments made

 

 

(2,821

)

 

 

(3,668

)

Changes for pre-existing warranties

 

 

948

 

 

 

1,677

 

Balance at the end of the period

 

$

25,082

 

 

$

28,521

 

 

12


 

 

 

9.
LONG-TERM DEBT

Long-term debt is as follows:

 

 

 

September 29,

 

 

June 30,

 

 

 

2024

 

 

2024

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

49,500

 

 

$

 

Term loan

 

 

 

 

 

49,500

 

Debt issuance costs on term loan

 

 

 

 

 

(239

)

Total debt

 

 

49,500

 

 

 

49,261

 

Less current portion of long-term debt

 

 

 

 

 

4,500

 

Less current portion of debt issuance costs on term loan

 

 

 

 

 

(126

)

Long-term debt, net of current portion

 

$

49,500

 

 

$

44,887

 

 

In fiscal 2021, the Company entered into a credit agreement with a syndicate of certain financial institutions (the “Credit Agreement”) that provided 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 is secured by a first priority security interest in substantially all of the Company's assets. Following the Fourth Amendment to the Credit Agreement (“Fourth Amendment”), as described below, all amounts under the Term Loan were repaid and the amended and restated Credit Agreement only provides the Company with the Revolving Credit Facility.

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.

As previously disclosed, the Credit Agreement was amended in August 2022 and October 2023, in each case to, among other things, provide consents and waivers to certain restrictions in the covenants of the Credit Agreement.

On September 27, 2024, the Company entered into the Fourth Amendment to obtain the necessary consents and waivers to the restrictions described above in the covenants of the Credit Agreement, as related to the Aviara Transaction and plans to sell certain facility assets, as discussed in Note 3. In addition, the Fourth Amendment provides a waiver to the fixed charge covenant ratio for certain periods. As a result of the fixed charge covenant ratio waiver, the applicable margin on interest and the commitment fee for any unused portion of the Revolving Credit Facility for these periods is fixed at the maximum allowable rate (“Fourth Amendment Interest Terms”). Further, the Company may make restricted payments, including share repurchases under the Company's share repurchase program (see Note 12), in an aggregate amount not to exceed $5.0 million through March 31, 2025.

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, subject to the Fourth Amendment Interest Terms. 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, subject to the Fourth Amendment Interest Terms. Effective prior to the Company's entry into the Fourth Amendment, during substantially all of the three months ended September 29, 2024, 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 September 29, 2024, in compliance with the Fourth Amendment Interest Terms, the applicable margin for loans accruing interest at the prime rate was 1.00% and the applicable margin for loans accruing interest at the benchmark rate was 2.00%, and the Company’s all-in interest rate on amounts drawn on the Revolving Credit Facility was 6.96%.

13


 

 

The Credit Agreement will mature and all remaining amounts outstanding thereunder will be due and payable on June 28, 2026. As of September 29, 2024, the Company was in compliance with its financial covenants under the Credit Agreement.

Revolving Credit Facility

In conjunction with the Fourth Amendment, the Company drew $49.5 million on its Revolving Credit Facility. Drawn amounts were used to repay outstanding borrowings under the Term Loan. As of September 29, 2024, the Company had remaining availability of $50.5 million on the Revolving Credit Facility.

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 rate and the statutory federal tax rate of 21.0% for the first quarter of fiscal 2025 primarily relate to the inclusion of the benefit of federal and state credits and changes in uncertain tax positions, partially offset by the state tax rate in the overall effective rate. During the three months ended September 29, 2024 and October 1, 2023, the Company's effective tax rate was 16.0% and 22.6%, respectively. The Company’s effective tax rates for the three months ended September 29, 2024 are lower compared to the effective tax rate for the same prior-year period, primarily due to changes in uncertain tax positions and an increased benefit of federal and state credits.

11.
SHARE-BASED COMPENSATION

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

 

 

2024

 

 

2023

 

Restricted stock awards

 

$

430

 

 

$

392

 

Performance stock units

 

 

 

 

 

518

 

Share-based compensation expense

 

$

430

 

 

$

910

 

 

Restricted Stock Awards

During the three months ended September 29, 2024, the Company granted 244,331 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 three months ended September 29, 2024, vest pro-rata over two or 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 three months ended September 29, 2024, was $17.54 per share.

The following table summarizes the status of nonvested RSAs as of September 29, 2024, and changes during the three months then ended.

 

 

 

 

 

 

Average

 

 

 

Nonvested

 

 

Grant-Date

 

 

 

Restricted

 

 

Fair Value

 

 

 

Shares

 

 

(per share)

 

Nonvested at June 30, 2024

 

 

104,372

 

 

$

21.76

 

Granted

 

 

244,331

 

 

 

17.54

 

Forfeited

 

 

(5,573

)

 

 

21.67

 

Nonvested at September 29, 2024

 

 

343,130

 

 

 

18.75

 

 

As of September 29, 2024, there was $5.8 million of total unrecognized compensation expense related to nonvested RSAs. The Company expects this expense to be recognized over a weighted average period of 2.0 years.

14


 

 

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 shareholders, and to create long-term shareholder 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 existing nonvested PSUs is recognized ratably over the performance period.

PSUs awarded in fiscal 2025 have performance criteria set annually over the three-year performance period. This performance criteria is cumulative and is based upon the respective year’s performance compared to budget, which has not yet been established for future performance periods. Therefore, the compensation expense for these awards will not begin until all the key terms and conditions of these awards are known, which will be year three of the performance period.

The following table summarizes the status of nonvested PSUs as of September 29, 2024, and changes during the three months then ended.

 

 

 

 

 

 

Average

 

 

 

Nonvested

 

 

Grant-Date

 

 

 

Performance

 

 

Fair Value

 

 

 

Stock Units

 

 

(per share)

 

Nonvested at June 30, 2024

 

 

139,910

 

 

$

23.62

 

Forfeited

 

 

(8,968

)

 

 

23.67

 

Nonvested at September 29, 2024

 

 

130,942

 

 

 

23.61

 

 

As of September 29, 2024, there was no unrecognized compensation expense related to nonvested PSUs.

Incentive Award Plan

On October 22, 2024, at the Company's annual meeting of shareholders, the Company's shareholders approved the Second Amended and Restated MasterCraft 2015 Incentive Award Plan (the “Restated Incentive Plan”), as described in the Company's Definitive Proxy Statement, filed with the SEC on September 23, 2024, to replace the Amended and Restated MCBC Holdings, Inc. 2015 Incentive Award Plan effective as of the date of shareholder approval. The Restated Incentive Plan authorizes an aggregate issuance of up to 1,198,175 shares of common stock, subject to adjustment, in the form of awards of performance awards, restricted shares, restricted stock units, stock options, stock appreciation rights, and other share-based awards. The Company's employees, consultants, and non-employee directors, and employees, consultants, and non-employee directors of our affiliates are eligible to receive awards under the Restated Incentive Plan.

 

15


 

 

12.
EARNINGS PER SHARE AND COMMON STOCK

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

 

 

2024

 

 

2023

 

Income from continuing operations

 

$

1,016

 

 

$

8,531

 

Loss from discontinued operations, net of tax

 

 

(6,161

)

 

 

(2,336

)

Net income (loss)

 

$

(5,145

)

 

$

6,195

 

 

 

 

 

 

 

 

Weighted average shares — basic

 

 

16,544,941

 

 

 

17,156,283

 

Dilutive effect of assumed restricted share awards/units

 

 

 

 

 

68,325

 

Weighted average outstanding shares — diluted

 

 

16,544,941

 

 

 

17,224,608

 

Basic income (loss) per share

 

 

 

 

 

 

Continuing operations

 

$

0.06

 

 

$

0.50

 

Discontinued operations

 

 

(0.37

)

 

 

(0.14

)

Net income (loss)

 

$

(0.31

)

 

$

0.36

 

Diluted income (loss) per share

 

 

 

 

 

 

Continuing operations

 

$

0.06

 

 

$

0.50

 

Discontinued operations

 

 

(0.37

)

 

 

(0.14

)

Net income (loss)

 

$

(0.31

)

 

$

0.36

 

 

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

Share Repurchase Program

On July 24, 2023, the Board of the Company authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding shares of common stock. The authorization became effective upon the completion of the Company's previously existing $50.0 million stock repurchase authorization on August 9, 2023.

During the three months ended September 29, 2024 and October 1, 2023, the Company repurchased 183,629 shares and 241,764 shares of common stock for $3.5 million and $5.8 million, respectively, in cash, excluding related fees and expenses. As of September 29, 2024, $31.9 million remained available under the program.

 

13. SEGMENT INFORMATION

Reportable Segments

During the fourth quarter of fiscal 2024, the Company changed the name of its “Crest” operating segment to “Pontoon.” The segment change had no impact on the composition of the Company's segments or on previously reported financial position, results of operations, cash flows, or segment operating results.

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 months ended September 29, 2024, the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under two operating and reportable segments:

The MasterCraft segment, consisting of our MasterCraft brand, 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 Pontoon segment, consisting of our Crest and Balise brands, produces pontoon boats at its Owosso, Michigan facility. Pontoon 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 September 29, 2024

 

 

 

MasterCraft

 

 

Pontoon

 

 

Consolidated

 

Net sales

 

$

55,533

 

 

$

9,826

 

 

$

65,359

 

Operating income (loss)

 

 

3,693

 

 

 

(2,689

)

 

 

1,004

 

Depreciation and amortization

 

 

1,189

 

 

 

885

 

 

 

2,074

 

Purchases of property, plant and equipment

 

 

1,453

 

 

 

752

 

 

 

2,205

 

 

 

 

 

For the Three Months Ended October 1, 2023

 

 

 

MasterCraft

 

 

Pontoon

 

 

Consolidated

 

Net sales

 

$

75,836

 

 

$

18,469

 

 

$

94,305

 

Operating income

 

 

10,290

 

 

 

263

 

 

 

10,553

 

Depreciation and amortization

 

 

1,301

 

 

 

808

 

 

 

2,109

 

Purchases of property, plant and equipment

 

 

2,209

 

 

 

859

 

 

 

3,068

 

 

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

 

 

 

September 29, 2024

 

 

June 30, 2024

 

Assets:

 

 

 

 

 

 

MasterCraft

 

$

229,379

 

 

$

233,088

 

Pontoon

 

 

53,501

 

 

 

51,994

 

Assets held-for-sale

 

 

26,267

 

 

 

32,902

 

Total assets

 

$

309,147

 

 

$

317,984

 

 

14. SUBSEQUENT EVENT

On October 18, 2024, the Company completed the Aviara Transaction. As part of the Aviara Asset Purchase Agreement, MarineMax paid for select branding and operational assets, including Aviara's website, tooling, and inventory. MarineMax also assumed Aviara's customer care, warranty liability and administration. The amounts paid to the Company by MarineMax for ownership of the Aviara brand were offset by MarineMax's assumption of warranties liability and administration accruals.

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 2024 Annual 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

The Company's results for all periods presented, as discussed in Management's Discussion and Analysis, are presented on a continuing operations basis. Results related to our Aviara and NauticStar reporting units are reported as discontinued operations for all periods presented. See Note 3 in Notes to unaudited condensed consolidated financial statements for more information on discontinued operations.

On August 8, 2024, the Company announced that it had entered into the Aviara Asset Purchase Agreement, pursuant to which it will transfer rights to the Aviara brand of luxury dayboats and certain related assets to a subsidiary of MarineMax. Subsequent to our fiscal first quarter, the transaction was completed and remains subject to customary closing conditions. As discussed in Note 1, the Company has reported the results of operations for its Aviara segment as discontinued operations in the unaudited condensed consolidated statement of operations.

Additionally, on September 12, 2024, we announced that we had entered into the Aviara Facility Sale Agreement. The transaction is expected to be completed in our fiscal second quarter and remains subject to customary closing conditions. As discussed in Note 1, the related assets and liabilities are classified as held-for-sale in our unaudited condensed consolidated balance sheets.

Overview

Amid market volatility and challenging macroeconomic conditions, retail demand remained soft throughout the key selling season. In response, the Company implemented a wholesale strategy for the start of the fiscal 2025 that prioritized rebalancing of dealer inventory levels. This approach, while necessary, led to decreased net sales and reduced gross margins due to fixed cost absorption on the lower production levels.

18


 

 

Results of Continuing Operations

Consolidated Results

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

 

 

Three Months Ended

 

 

2025 vs. 2024

 

 

 

September 29,

 

 

October 1,

 

 

 

 

 

%

 

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

(Dollar amounts in thousands)

 

 

 

 

 

 

 

 

 

Consolidated statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$

65,359

 

 

$

94,305

 

 

$

(28,946

)

 

 

(30.7

%)

COST OF SALES

 

 

53,561

 

 

 

71,830

 

 

 

(18,269

)

 

 

(25.4

%)

GROSS PROFIT

 

 

11,798

 

 

 

22,475

 

 

 

(10,677

)

 

 

(47.5

%)

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

2,874

 

 

 

3,084

 

 

 

(210

)

 

 

(6.8

%)

General and administrative

 

 

7,470

 

 

 

8,376

 

 

 

(906

)

 

 

(10.8

%)

Amortization of other intangible assets

 

 

450

 

 

 

462

 

 

 

(12

)

 

 

(2.6

%)

Total operating expenses

 

 

10,794

 

 

 

11,922

 

 

 

(1,128

)

 

 

(9.5

%)

OPERATING INCOME

 

 

1,004

 

 

 

10,553

 

 

 

(9,549

)

 

 

(90.5

%)

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(987

)

 

 

(878

)

 

 

(109

)

 

 

12.4

%

Interest income

 

 

1,192

 

 

 

1,352

 

 

 

(160

)

 

 

(11.8

%)

INCOME BEFORE INCOME TAX EXPENSE

 

 

1,209

 

 

 

11,027

 

 

 

(9,818

)

 

 

(89.0

%)

INCOME TAX EXPENSE

 

 

193

 

 

 

2,496

 

 

 

(2,303

)

 

 

(92.3

%)

INCOME FROM CONTINUING OPERATIONS

 

$

1,016

 

 

$

8,531

 

 

$

(7,515

)

 

 

(88.1

%)

Additional financial and other data:

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume:

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

 

374

 

 

 

494

 

 

 

(120

)

 

 

(24.3

%)

Pontoon

 

 

177

 

 

 

362

 

 

 

(185

)

 

 

(51.1

%)

Consolidated unit sales volume

 

 

551

 

 

 

856

 

 

 

(305

)

 

 

(35.6

%)

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

$

55,533

 

 

$

75,836

 

 

$

(20,303

)

 

 

(26.8

%)

Pontoon

 

 

9,826

 

 

 

18,469

 

 

 

(8,643

)

 

 

(46.8

%)

Consolidated net sales

 

$

65,359

 

 

$

94,305

 

 

$

(28,946

)

 

 

(30.7

%)

Net sales per unit:

 

 

 

 

 

 

 

 

 

 

 

 

MasterCraft

 

$

148

 

 

$

154

 

 

$

(6

)

 

 

(3.9

%)

Pontoon

 

 

56

 

 

 

51

 

 

 

5

 

 

 

9.8

%

Consolidated net sales per unit

 

 

119

 

 

 

110

 

 

 

9

 

 

 

8.2

%

Gross margin

 

 

18.1

%

 

 

23.8

%

 

(570) bps

 

 

 

 

Net sales decreased $28.9 million during the first quarter of fiscal 2025 when compared with the same prior-year period. The decrease in net sales was primarily driven by lower unit volumes and unfavorable model mix.

Gross margin percentage declined 570 basis points during the first quarter of fiscal 2025 when compared with the same prior-year period. Lower margins were the result of lower cost absorption due to decreased production volume and higher dealer incentives as a percentage of net sales. Dealer incentives include measures taken by the Company to assist dealers as the retail environment remains competitive.

Operating expenses decreased $1.1 million during the first quarter of fiscal 2025 when compared to the same prior-year period. The decrease in operating expenses was a result of lower share-based compensation costs and lower professional fees.

19


 

 

Segment Results

MasterCraft Segment

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

 

 

 

Three Months Ended

 

 

2025 vs. 2024

 

 

 

September 29,

 

 

October 1,

 

 

 

 

 

%

 

(Dollar amounts in thousands)

 

2024

 

 

2023

 

 

Change

 

 

Change

 

Net sales

 

$

55,533

 

 

$

75,836

 

 

$

(20,303

)

 

 

(26.8

%)

Operating income

 

 

3,693

 

 

 

10,290

 

 

 

(6,597

)

 

 

(64.1

%)

Purchases of property, plant and equipment

 

 

1,453

 

 

 

2,209

 

 

 

(756

)

 

 

(34.2

%)

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

 

374

 

 

 

494

 

 

 

(120

)

 

 

(24.3

%)

Net sales per unit

 

$

148

 

 

$

154

 

 

$

(6

)

 

 

(3.9

%)

 

Net sales decreased $20.3 million during the first quarter of fiscal 2025 when compared with the same prior-year period. The decrease was driven by lower unit volume and unfavorable model mix.

Operating income decreased $6.6 million during first quarter of fiscal 2025 when compared with the same prior-year period. The change was primarily the result of decreased net sales, as discussed above.

Pontoon Segment

The following table sets forth Pontoon segment results for the three months ended:

 

 

 

Three Months Ended

 

 

2025 vs. 2024

 

 

 

September 29,

 

 

October 1,

 

 

 

 

 

%

 

(Dollar amounts in thousands)

 

2024

 

 

2023

 

 

Change

 

 

Change

 

Net sales

 

$

9,826

 

 

$

18,469

 

 

$

(8,643

)

 

 

(46.8

%)

Operating income (loss)

 

 

(2,689

)

 

 

263

 

 

 

(2,952

)

 

 

(1122.4

%)

Purchases of property, plant and equipment

 

 

752

 

 

 

859

 

 

 

(107

)

 

 

(12.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

Unit sales volume

 

 

177

 

 

 

362

 

 

 

(185

)

 

 

(51.1

%)

Net sales per unit

 

$

56

 

 

$

51

 

 

$

5

 

 

 

9.8

%

Net sales decreased $8.6 million during the first quarter of fiscal 2025 when compared to the same prior-year period, mainly due to lower unit volumes and increased dealer incentives.

Operating loss for the first quarter of fiscal 2025 was $2.7 million compared to operating income of $0.3 million in the same prior-year period. The change was primarily the result of decreased net sales, as discussed above.

Non-GAAP Measures

EBITDA, Adjusted EBITDA, EBITDA margin, and Adjusted EBITDA margin

We define EBITDA as 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, the adjustments are for share-based compensation, and CEO transition and organizational realignment costs. We define EBITDA margin and Adjusted EBITDA margin as EBITDA and Adjusted EBITDA, respectively, each expressed as a percentage of Net sales.

20


 

 

Adjusted Net Income and Adjusted Net Income per share

We define Adjusted Net Income and Adjusted Net Income per share as 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 CEO transition and organizational realignment costs.

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, 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;
Certain Non-GAAP measures do not reflect our tax expense or any cash requirements to pay income taxes;
Certain 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.

21


 

 

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

 

 

 

Three Months Ended

 

 

September 29,

 

 

% of Net

 

October 1,

 

 

% of Net

(Dollar amounts in thousands)

 

2024

 

 

sales

 

2023

 

 

sales

Income from continuing operations

 

$

1,016

 

 

1.6%

 

$

8,531

 

 

9.0%

Income tax expense

 

 

193

 

 

 

 

 

2,496

 

 

 

Interest expense

 

 

987

 

 

 

 

 

878

 

 

 

Interest income

 

 

(1,192

)

 

 

 

 

(1,352

)

 

 

Depreciation and amortization

 

 

2,074

 

 

 

 

 

2,109

 

 

 

EBITDA

 

 

3,078

 

 

4.7%

 

 

12,662

 

 

13.4%

Share-based compensation

 

 

430

 

 

 

 

 

910

 

 

 

CEO transition and organizational realignment costs(a)

 

 

334

 

 

 

 

 

436

 

 

 

Adjusted EBITDA

 

$

3,842

 

 

5.9%

 

$

14,008

 

 

14.9%

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

(Dollar amounts in thousands, except per share data)

 

2024

 

 

2023

 

Income from continuing operations

 

$

1,016

 

 

$

8,531

 

Income tax expense

 

 

193

 

 

 

2,496

 

Amortization of acquisition intangibles

 

 

450

 

 

 

462

 

Share-based compensation

 

 

430

 

 

 

910

 

CEO transition and organizational realignment costs(a)

 

 

334

 

 

 

436

 

Adjusted Net Income before income taxes

 

 

2,423

 

 

 

12,835

 

Adjusted income tax expense(b)

 

 

485

 

 

 

2,567

 

Adjusted Net Income

 

$

1,938

 

 

$

10,268

 

 

 

 

 

 

 

 

Adjusted Net Income per share:

 

 

 

 

 

 

Basic

 

$

0.12

 

 

$

0.60

 

Diluted

 

$

0.12

 

 

$

0.60

 

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

 

 

 

 

 

 

Basic Adjusted Net Income per share

 

 

16,544,941

 

 

 

17,156,283

 

Diluted Adjusted Net Income per share

 

 

16,544,941

 

 

 

17,224,608

 

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

 

 

2024

 

 

2023

 

Income from continuing operations per diluted share

 

$

0.06

 

 

$

0.50

 

Impact of adjustments:

 

 

 

 

 

 

Income tax expense

 

 

0.01

 

 

 

0.14

 

Amortization of acquisition intangibles

 

 

0.03

 

 

 

0.03

 

Share-based compensation

 

 

0.03

 

 

 

0.05

 

CEO transition and organizational realignment costs(a)

 

 

0.02

 

 

 

0.03

 

Adjusted Net Income per diluted share before income taxes

 

$

0.15

 

 

 

0.75

 

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

 

 

(0.03

)

 

 

(0.15

)

Adjusted Net Income per diluted share

 

$

0.12

 

 

$

0.60

 

 

22


 

 

(a)
Represents amounts paid for legal fees and recruiting costs associated with the CEO transition, as well as non-recurring severance costs incurred as part of the Company's strategic organizational realignment undertaken in connection with the transition.
(b)
For fiscal 2025 and 2024, income tax expense reflects an income tax rate of 20.0% 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 basic and diluted share for all periods presented herein.

Liquidity and Capital Resources

Our primary liquidity and capital resource needs are to finance working capital, fund capital expenditures, service our debt, fund potential acquisitions, and fund our share repurchase program. Our principal sources of liquidity are our cash balance, held-to-maturity securities, 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, held-to-maturity securities, 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 $14.2 million as of September 29, 2024, an increase of $6.8 million from $7.4 million as of June 30, 2024. Held-to-maturity securities totaled $68.6 million as of September 29, 2024, a decrease of $10.3 million from $78.9 million as of June 30, 2024. Total debt as of September 29, 2024 and June 30, 2024, was $49.5 million and $49.3 million, respectively.

As of September 29, 2024, we had $49.5 million outstanding under the Revolving Credit Facility, leaving $50.5 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 July 24, 2023, the Board of the Company authorized a share repurchase program under which the Company may repurchase up to $50 million of its outstanding shares of common stock. The authorization became effective upon the completion of the Company's previously existing $50 million stock repurchase authorization.

During the three months ended September 29, 2024, the Company repurchased 183,629 shares of common stock for $3.5 million in cash, excluding related fees and expenses under both plans.

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

 

 

 

Three Months Ended

 

 

 

September 29,

 

 

October 1,

 

(Dollar amounts in thousands)

 

2024

 

 

2023

 

Total cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

(502

)

 

$

(4,769

)

Investing activities

 

 

8,391

 

 

 

22,518

 

Financing activities

 

 

(3,951

)

 

 

(8,424

)

Net change in cash and cash equivalents from continuing operations

 

$

3,938

 

 

$

9,325

 

Three Months Ended September 29, 2024 Cash Flows from Continuing Operations

Net cash used in operating activities for the three months ended September 29, 2024 was $0.5 million, primarily due to working capital usage, partially offset by net income. 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. Working capital usage primarily consisted of a decrease in accrued expenses and other current liabilities and an increase in accounts receivable. Partially offsetting the working capital usage was an increase in accounts payables and a decrease in prepaid expenses and other current assets. Accrued expenses and other current liabilities decreased due to payment of dealer incentives and variable compensation. Accounts receivable increased due to timing of sales and collections at the end of the period compared to the end of the prior-year period. Accounts payables increased due to increased production compared to the prior-year period. Prepaid and other current assets decreased due to amortization of insurance premiums.

23


 

 

Net cash provided by investing activities was $8.4 million, which included $10.6 million of proceeds in held-to-maturity securities, partially offset by $2.2 million in capital expenditures. Our capital spending was primarily focused on information technology, machinery and equipment, and tooling.

Net cash used in financing activities was $4.0 million, which included share repurchases totaling $3.5 million and $49.5 million used to repay outstanding borrowings of the Term Loan which was offset by $49.5 million of borrowings under the Revolving Credit Facility.

Three Months Ended October 1, 2023 Cash Flows from Continuing Operations

Net cash used in operating activities for the three months ended October 1, 2023 was $4.8 million, primarily due to unfavorable changes in working capital, partially offset by net income. Working capital usage primarily consisted of decreases in accrued expenses and other current liabilities, income tax payable, and accounts payable, and an increase in prepaid expenses and other current assets. Partially offsetting the working capital usage was a decrease in inventories. Accrued expenses and other current liabilities decreased due to payment of dealer incentives and variable compensation. Income tax payable decreased due to tax payments within the quarter. Accounts payable decreased due to lower production at the end of the period compared to the end of the prior year period. Prepaid expenses and other current assets increased due to an increase in prepaid expenses, partially offset by amortization of insurance premiums. Inventories decreased as we adjust inventory levels to align with lower production levels.

Net cash provided by investing activities was $22.5 million, due to net changes in held-to-maturity securities of $25.6 million, partially offset by $3.1 million of capital expenditures. Our capital spending was mainly focused on tooling, facility enhancements, and information technology.

Net cash used in financing activities was $8.4 million, which included net payments of $1.1 million on long-term debt and $5.8 million of stock repurchases.

24


 

 

Off Balance Sheet Arrangements

The Company did not have any off balance sheet financing arrangements as of September 29, 2024.

Critical Accounting Estimates

As of September 29, 2024, there were no significant changes in or changes to the application of our critical accounting policies or estimation procedures from those presented in our 2024 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Refer to our 2024 Annual Report for discussion of the Company’s market risk. There have been no material changes in market risk from those disclosed therein.

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 September 29, 2024.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25


 

 

PART II – OTHER INFORMATION

None.

ITEM 1A. RISK FACTORS.

During the three months ended September 29, 2024, 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, 2024.

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

Share Repurchase Program

On July 24, 2023, the Board of the Company authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding shares of common stock. The authorization became effective upon the completion of the Company's previously existing $50.0 million stock repurchase authorization.

During the first three months of fiscal 2025, we repurchased approximately $3.5 million of our common stock, excluding related fees and expenses. As of September 29, 2024, the remaining authorization under the new program was approximately $31.9 million.

During the three months ended September 29, 2024, the Company repurchased the following shares of common stock:

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share(a)(b)

 

 

Total Number of Shares Purchased as part of Publicly Announced Program

 

 

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

 

July 1, 2024 - July 28, 2024

 

 

85,161

 

 

$

18.55

 

 

 

85,161

 

 

$

33,814

 

July 29, 2024 - August 25, 2024

 

 

68,328

 

 

 

19.93

 

 

 

68,328

 

 

 

32,452

 

August 25, 2024 - September 29, 2024

 

 

30,140

 

 

 

18.19

 

 

 

30,140

 

 

 

31,903

 

Total

 

 

183,629

 

 

 

 

 

 

183,629

 

 

 

 

 

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

During the three months ended September 29, 2024, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408 of Regulation S-K).

 

 

26


 

 

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

 

 

 

10.1

 

Purchase Agreement, dated September 11, 2024, between the Company and RMI Holdings, Inc.

 

 

 

 

 

 

 

 

 

*

 

10.2

 

Fourth Amendment to the Credit Agreement

 

8-K

 

001-37502

 

10.1

 

10/3/24

 

 

 

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 With Embedded Linkbases Document

 

 

 

 

 

 

 

 

 

*

 

104

 

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

 

 

 

 

 

 

 

 

 

*

 

 

* Filed herewith.

** Furnished herewith.

27


 

 

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:

November 6, 2024

By:

/s/ BRADLEY M. NELSON

 

 

 

Bradley M. Nelson

 

 

 

Chief Executive Officer (Principal Executive Officer) and Director

 

 

 

 

Date:

November 6, 2024

By:

/s/ TIMOTHY M. OXLEY

 

 

 

Timothy M. Oxley

 

 

 

Chief Financial Officer (Principal Financial and Accounting Officer),

 

 

 

Treasurer and Secretary

 

 

 

 

 

28