MasterCraft sales rise 123% as gross margin hits 21.1%
The Recreation and Sport Fishing segment recorded $59.3 million in sales, while Marine Products acquisition and integration costs were $1.9 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
MasterCraft Boat Holdings, Inc. (MCFT) reported net sales of $154.1 million for the three months ended October 4, 2026, up 123.4% from $69.0 million in the prior-year period, and income from continuing operations of $12.1 million, up 231.0% from $3.7 million. The Recreation and Sport Fishing segment recorded $59.3 million of sales after the Marine Products merger. Gross margin was 21.1%, down 120 basis points from 22.3%.
Net cash provided by continuing operating activities was $6.2 million, compared with $7.0 million used in the prior-year period; non-GAAP free cash flow was $2.9 million versus $10.1 million used. MCFT repurchased 217,616 shares for $4.8 million in cash, excluding fees and expenses, leaving $18.7 million under the program as of October 4, 2026. Cash and equivalents were $41.9 million, with $75.0 million available under its revolving credit facility and no amounts outstanding. The fiscal year-end changed to December 31, effective July 1, 2026; MCFT expects to file a transition report covering July 1 through December 31, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointNet sales increased 123.4% to $154.1 million.
- Moderate pointContinuing-operations income increased 231.0% to $12.1 million.
- Moderate pointOperating cash flow shifted to $6.2 million provided from $7.0 million used.
Negative
- None.
Filing Explained
The completed merger included stock as well as cash, so its consideration was not cash-only; purchase-price accounting remains provisional.
The completed merger’s consideration included stock as well as cash, giving the deal a share-based ownership effect while its purchase-price accounting remains provisional.
The Marine Products merger terms converted each Marine Products share into a right to receive 0.232 MCFT shares and
The purchase-price allocation remains preliminary; MCFT expects to finalize valuations of acquired assets and assumed liabilities within a measurement period no longer than one year from the
Key Figures
Key Terms
Segment Adjusted EBITDA financial
Free Cash Flow financial
Provisional Purchase Price Allocation financial
TSR modifier financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and continuing-operations income did MCFT report?
Why did MCFT's sales increase?
When does MCFT's revolving credit facility mature?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
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
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction |
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(I.R.S. Employer |
of Incorporation or Organization) |
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Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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. ☑
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). ☑
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 |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of November 4, 2026, there were
TABLE OF CONTENTS
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Page |
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Unaudited Condensed Consolidated Statements of Operations |
4 |
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Unaudited Condensed Consolidated Balance Sheets |
5 |
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Unaudited Condensed Consolidated Statements of Equity |
6 |
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Unaudited Condensed Consolidated Statements of Cash Flows |
7 |
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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 |
25 |
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PART II |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
26 |
Item 1A. |
Risk Factors |
26 |
Item 2. |
Unregistered Sales of Securities and Use of Proceeds |
26 |
Item 3. |
Defaults Upon Senior Securities |
26 |
Item 4. |
Mine Safety Disclosures |
26 |
Item 5. |
Other Information |
26 |
Item 6. |
Exhibits, Financial Statement Schedules |
27 |
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SIGNATURES |
28 |
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: rising interest rates, general economic conditions, changes in trade priorities, policies and regulations, including increases or changes in duties, current and potentially new tariffs or quotas and other similar measures, as well as the potential direct and indirect impact of reciprocal tariffs and other actions, demand for our products, persistent inflationary pressures, changes in consumer preferences, competition within our industry, our ability to successfully integrate Marine Products Corporation (“Marine Products”) and realize the expected benefit thereof, any litigation related to the acquisition of Marine Products, our ability to maintain a reliable network of dealers, including new dealers in international locations, our ability to cooperate with our strategic partners, elevated inventories resulting in increased costs for dealers, our ability to manage our manufacturing levels and our fixed cost base, the successful introduction of our new products, geopolitical conflicts and other political developments, and financial institution disruptions, 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, 2026, filed with the Securities and Exchange Commission (“SEC”) on September 10, 2026 (our “2026 Annual 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
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Three Months Ended |
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October 4, |
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September 28, |
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(Dollar amounts in thousands, except per share data) |
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2026 |
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2025 |
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NET SALES |
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$ |
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COST OF SALES |
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GROSS PROFIT |
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OPERATING EXPENSES: |
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Selling and marketing |
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General and administrative |
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Amortization of other intangible assets |
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Total operating expenses |
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OPERATING INCOME |
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OTHER INCOME (EXPENSE): |
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Interest expense |
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Interest income |
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INCOME BEFORE INCOME TAX EXPENSE |
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INCOME TAX EXPENSE |
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INCOME FROM CONTINUING OPERATIONS |
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LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX |
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NET INCOME |
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$ |
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$ |
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INCOME (LOSS) PER SHARE: |
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Basic |
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Continuing operations |
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$ |
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Discontinued operations |
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Net income |
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$ |
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Diluted |
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Continuing operations |
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$ |
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$ |
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Discontinued operations |
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Net income |
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$ |
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$ |
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WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF: |
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Basic earnings per share |
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Diluted earnings per share |
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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
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October 4, |
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June 30, |
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(Dollar amounts in thousands, except per share data) |
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2026 |
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2026 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance of $ |
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Income tax receivable |
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Inventories (Note 4) |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net (Note 5) |
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Goodwill (Note 6) |
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Other intangible assets, net (Note 6) |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Income tax payable |
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Accrued expenses and other current liabilities (Note 7) |
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Total current liabilities |
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Deferred income taxes |
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Unrecognized tax positions |
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Other long-term liabilities |
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Total liabilities |
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EQUITY: |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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MasterCraft Boat Holdings, Inc. equity |
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Noncontrolling interest |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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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
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Common Stock |
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Additional Paid-in |
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Retained |
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MasterCraft Boat Holdings, Inc. |
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Noncontrolling |
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Total |
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(Dollar amounts in thousands) |
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Shares |
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Amount |
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Capital |
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Earnings |
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Equity |
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Interest |
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Equity |
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Balance at June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation activity |
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— |
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— |
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— |
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Repurchase and retirement of common stock |
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( |
) |
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( |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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Balance at October 4, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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MasterCraft Boat |
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Common Stock |
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Additional Paid-in |
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Retained |
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Holdings, Inc. |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Capital |
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Earnings |
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Equity |
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Interest |
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Equity |
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Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation activity |
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( |
) |
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— |
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— |
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Repurchase and retirement of common stock |
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( |
) |
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( |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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Balance at September 28, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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|||||||
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 |
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|||||
|
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October 4, |
|
|
September 28, |
|
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(Dollar amounts in thousands) |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
|
$ |
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$ |
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Loss from discontinued operations, net of tax |
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Income from continuing operations |
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Adjustments to reconcile income from continuing operations to net cash provided by operating activities: |
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Depreciation and amortization |
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Share-based compensation |
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Unrecognized tax benefits |
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( |
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( |
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Deferred income taxes |
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Changes in certain operating assets and liabilities |
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( |
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( |
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Other, net |
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( |
) |
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Net cash provided by (used in) operating activities of continuing operations |
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( |
) |
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Net cash provided by (used in) operating activities of discontinued operations |
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( |
) |
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Net cash provided by (used in) operating activities |
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( |
) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property, plant and equipment |
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( |
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( |
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Purchases of investments |
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( |
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Proceeds from investments |
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Net cash provided by (used in) investing activities of continuing operations |
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( |
) |
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Net cash provided by (used in) investing activities of discontinued operations |
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Net cash provided by (used in) investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchase and retirement of common stock |
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( |
) |
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( |
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Other, net |
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( |
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( |
) |
Net cash used in financing activities of continuing operations |
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( |
) |
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( |
) |
Net cash provided by (used in) financing activities of discontinued operations |
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Net cash used in financing activities |
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( |
) |
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( |
) |
NET CHANGE IN CASH AND CASH EQUIVALENTS |
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( |
) |
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CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD |
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CASH AND CASH EQUIVALENTS — END OF PERIOD |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash payments for interest, net of amounts capitalized |
|
$ |
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$ |
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Cash payments for income taxes |
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$ |
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$ |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Capital expenditures in accounts payable and accrued expenses |
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$ |
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$ |
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||
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)
Basis of Presentation — Through fiscal 2026, the Company’s fiscal year began on July 1 and ended on June 30, with the interim quarterly reporting periods consisting of 13 weeks. In fiscal 2026, the Company announced that its Board of Directors (the “Board”) approved a change in the Company’s fiscal year-end from June 30 to December 31, effective July 1, 2026. Accordingly, the Company will file a Transition Report on Form 10-KT covering the period from July 1, 2026, through December 31, 2026 (the “Transition Period”), after which reporting periods will be based on the new fiscal year.
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, 2026, and, in the opinion of management, reflect all adjustments considered necessary to present fairly the Company’s financial position as of October 4, 2026, its results of operations for the three months ended October 4, 2026 and September 28, 2025, its cash flows for the three months ended October 4, 2026 and September 28, 2025, and its statements of equity for the three months ended October 4, 2026 and September 28, 2025. 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, 2026 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 2026 Annual Report.
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 October 4, 2026, as compared with those described in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2026.
Reclassifications — Certain historical amounts have been reclassified in these condensed consolidated financial statements and the accompanying notes herewith to conform to the current presentation. These reclassifications include certain corporate expenses previously included in segment Operating expenses that have been reclassified to Corporate expenses and other in the reconciliation of Segment Adjusted EBITDA to consolidated Income before taxes. (see Note 14 — Segment Information).
New Accounting Pronouncements Issued But Not Yet Adopted
Income Statement — ASU No. 2024-03, Reporting Comprehensive Income — Expense Disaggregation Disclosures. ASU No. 2024-03, as amended by ASU No. 2025-01, requires public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis, including purchases of inventory, employee compensation, depreciation, and intangibles asset amortization for each income statement line item that contains those expenses. The guidance is effective for annual periods beginning after December 15, 2026, or fiscal 2027 for the Company, and is effective for interim periods within fiscal years beginning after December 15, 2027, or fiscal 2028 for the Company. The Company is currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.
8
The following tables present the Company's revenue by major product category for each reportable segment:
|
|
Three Months Ended October 4, 2026 |
|
|||||||||||||
|
|
Performance and Wake |
|
|
Leisure |
|
|
Recreation and Sport Fishing |
|
|
Total |
|
||||
Major Product Categories: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Boats and trailers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Parts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended September 28, 2025 |
|
|||||||||
|
|
Performance and Wake |
|
|
Leisure |
|
|
Total |
|
|||
Major Product Categories: |
|
|
|
|
|
|
|
|
|
|||
Boats and trailers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Parts |
|
|
|
|
|
|
|
|
|
|||
Other revenue |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contract Liabilities
As of June 30, 2026, the Company had $
On May 15, 2026, the Company completed the merger with Marine Products, pursuant to which each share of Marine Products common stock, par value $
9
During the first three months of the Transition Period, the Company recorded measurement period adjustments to certain assets acquired and liabilities assumed.
|
|
Provisional Purchase |
|
|
Measurement |
|
|
Revised Purchase |
|
|||
|
|
Price Allocation |
|
|
Period Adjustments |
|
|
Price Allocation |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Inventories |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment |
|
|
|
|
|
( |
) |
|
|
|
||
Goodwill |
|
|
|
|
|
|
|
|
|
|||
Other intangible assets |
|
|
|
|
|
|
|
|
|
|||
Investment in affiliate |
|
|
|
|
|
|
|
|
|
|||
Other, net |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Unrecognized tax positions |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The purchase price allocation is preliminary and subject to change as the Company finalizes valuations of certain acquired assets and assumed liabilities, including inventory, property and equipment, identifiable intangible assets, warranty liabilities, income taxes, and other working capital balances. The Company expects to finalize the purchase accounting during the measurement period, which will not exceed one year from the acquisition date.
The Company incurred acquisition and integration related costs of $
Inventories consisted of the following:
|
|
October 4, |
|
|
June 30, |
|
||
|
|
2026 |
|
|
2026 |
|
||
Raw materials and supplies |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
Property, plant, and equipment, net consisted of the following:
|
|
October 4, |
|
|
June 30, |
|
|
||
|
|
2026 |
|
|
2026 |
|
|
||
Land and improvements |
|
$ |
|
|
$ |
|
|
||
Buildings and improvements |
|
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
|
||
Total property, plant, and equipment |
|
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
Property, plant, and equipment — net |
|
|
|
|
$ |
|
|
||
10
The following table presents the carrying amounts of goodwill as of October 4, 2026 and June 30, 2026 for each of the Company’s reportable segments.
|
|
Performance and Wake |
|
|
Leisure |
|
|
Recreation and Sport Fishing |
|
|
Total |
|
||||
Gross |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||
Accumulated impairment losses |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Goodwill, net at June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Measurement period adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill, net at October 4, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table presents the carrying amounts of Other intangible assets, net:
|
|
October 4, |
|
|
June 30, |
|
||||||||||||||||||
|
|
2026 |
|
|
2026 |
|
||||||||||||||||||
|
|
Gross Amount |
|
|
Accumulated Amortization / Impairment |
|
|
Other intangible assets, net |
|
|
Gross Amount |
|
|
Accumulated Amortization / Impairment |
|
|
Other intangible assets, net |
|
||||||
Amortized intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dealer networks |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unamortized intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total other intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Amortization expense related to Other intangible assets, net for each of the three months ended October 4, 2026 and September 28, 2025, was $
Accrued expenses and other current liabilities consisted of the following:
|
|
October 4, |
|
|
June 30, |
|
||
|
|
2026 |
|
|
2026 |
|
||
Warranty |
|
$ |
|
|
$ |
|
||
Dealer incentives |
|
|
|
|
|
|
||
Compensation and related accruals |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Inventory repurchase contingent obligation |
|
|
|
|
|
|
||
Self-insurance |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
11
Accrued warranty liability activity was as follows for the three months ended:
|
|
October 4, |
|
|
September 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Balance at the beginning of the period |
|
$ |
|
|
$ |
|
||
Provisions |
|
|
|
|
|
|
||
Payments made |
|
|
( |
) |
|
|
( |
) |
Changes for pre-existing warranties |
|
|
( |
) |
|
|
|
|
Balance at the end of the period |
|
$ |
|
|
$ |
|
||
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.
The Company’s accrual for litigation matters is not material. While these matters are subject to inherent uncertainties, management believes that current litigation, claims and proceedings, individually and in aggregate, and after considering expected insurance reimbursements and other contract indemnifications, are not likely to have a material adverse impact on the Company’s financial position, results of operations or cash flows.
In fiscal 2026, the Company entered into a fifth Amendment to its previously existing credit agreement (as amended, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which provides the Company with a revolving credit facility up to $
The Credit Agreement bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from
As of October 4, 2026 and June 30, 2026, there were no amounts outstanding, and the Company had remaining availability of $
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
12
The following table presents the components of share-based compensation expense by award type.
|
|
Three Months Ended |
|
|||||
|
|
October 4, |
|
|
September 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Restricted stock |
|
$ |
|
|
$ |
|
||
Performance stock units |
|
|
|
|
|
|
||
Share-based compensation expense |
|
$ |
|
|
$ |
|
||
Restricted Stock
During the three months ended October 4, 2026, the Company granted
The following table summarizes the status of nonvested Restricted Stock Awards and RSUs as of October 4, 2026, and changes during the three months then ended.
|
|
|
|
|
Average |
|
||
|
|
Nonvested |
|
|
Grant-Date |
|
||
|
|
Restricted |
|
|
Fair Value |
|
||
|
|
Stock |
|
|
(per share) |
|
||
Nonvested at June 30, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Nonvested at October 4, 2026 |
|
|
|
|
|
|
||
As of October 4, 2026, there was $
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 performance period for the awards commences on July 1 and continues for a three-year period, ending on June 30 of the applicable year. The probability of achieving the performance criteria is assessed quarterly.
PSUs of
PSUs of
13
percent of the awards are based on cumulative diluted adjusted earnings per share performance over the three-year performance period, while the remaining fifty percent are based solely on the Company's relative total shareholder return performance over the same period. Compensation expense related to nonvested PSUs awarded in the Transition Period is recognized ratably over the performance period.
The following table summarizes the status of nonvested PSUs as of October 4, 2026, and changes during the three months then ended.
|
|
|
|
|
Average |
|
||
|
|
Nonvested |
|
|
Grant-Date |
|
||
|
|
Performance |
|
|
Fair Value |
|
||
|
|
Stock Units |
|
|
(per share) |
|
||
Nonvested at June 30, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Nonvested at October 4, 2026 |
|
|
|
|
|
|
||
As of October 4, 2026, there was $
255 RC, LLC
The Company owns a
The Company is party to an operating lease and management arrangement with 255 RC for use of the aircraft. Pursuant to the arrangement, we share fixed lease expenses with 255 RC on an equal basis and are solely responsible for lease costs directly attributable to our business flights actually taken during an applicable billing period. During the first three months of the Transition Period, the Company recorded aircraft-related operating costs, including rent and its allocable share of certain fixed operating costs, of $
As of October 4, 2026, and June 30, 2026, the Company had a payable of $
Transition Services Agreement
In connection with the Marine Products Transaction, we entered into a Transition Services Agreement with RPC, Inc (“RPC”). LOR, Inc. is a holder of greater than
Pursuant to the Transition Services Agreement, RPC (i) provides certain administrative services to us on a cost reimbursement basis that were previously provided to Marine Products prior to the Marine Products Transaction and (ii) will continue to administer the RPC 401(k) Plan to certain of our employees that previously were employed by Marine Products prior to the Marine Products Transaction. The Transition Services Agreement may be terminated upon six months’ notice. The Company reimbursed RPC $
14
The following table sets forth the computation of the Company’s net income (loss) per share:
|
|
Three Months Ended |
|
|||||
|
|
October 4, |
|
|
September 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Income from continuing operations |
|
$ |
|
|
$ |
|
||
Loss from discontinued operations, net of tax |
|
|
( |
) |
|
|
( |
) |
Net income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted average shares — basic |
|
|
|
|
|
|
||
Dilutive effect of assumed restricted share awards/units |
|
|
|
|
|
|
||
Weighted average outstanding shares — diluted |
|
|
|
|
|
|
||
Basic income (loss) per share |
|
|
|
|
|
|
||
Continuing operations |
|
$ |
|
|
$ |
|
||
Discontinued operations |
|
|
|
|
|
( |
) |
|
Net income |
|
$ |
|
|
$ |
|
||
Diluted income (loss) per share |
|
|
|
|
|
|
||
Continuing operations |
|
$ |
|
|
$ |
|
||
Discontinued operations |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
For the three months ended October 4, 2026, and September 28, 2025, 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 $
14. SEGMENT INFORMATION
Reportable Segments
Beginning in the Transition Period, the Company changed the manner in which certain corporate expenses are allocated to its reportable segments. Prior-period segment information has been recast to conform to the current-period presentation. Certain corporate expenses previously included within segment operating expenses are now presented within Corporate expenses and other in the reconciliation of Segment Adjusted EBITDA to Income before taxes.
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 October 4, 2026, the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under
15
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 CODM evaluates segment performance and allocates resources based on Segment Adjusted EBITDA, which represents segment profit or loss before interest, taxes, depreciation, and amortization and certain adjustment items attributable to each reportable segment. Accordingly, the aggregate of Segment Adjusted EBITDA is not intended to represent, and is not directly comparable to, the Company's consolidated Adjusted EBITDA measure presented elsewhere in this Quarterly Report.
Selected financial information for the Company’s reportable segments was as follows:
|
|
For the Three Months Ended |
|
|||||||||||||
|
|
October 4, 2026 |
|
|||||||||||||
|
|
Performance and Wake |
|
|
Leisure |
|
|
Recreation and Sport Fishing |
|
|
Consolidated |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating expenses(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustment items(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDA |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Less: Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Add: Interest Income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Less: Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Less: Marine Products acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Less: Inventory step-up |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Less: Corporate expenses and other(3) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
16
|
|
For the Three Months Ended |
|
|||||||||
|
|
September 28, 2025 |
|
|||||||||
|
|
Performance and Wake |
|
|
Leisure |
|
|
Consolidated |
|
|||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cost of sales |
|
|
|
|
|
|
|
|
|
|||
Segment operating expenses(1) |
|
|
|
|
|
|
|
|
|
|||
Adjustments: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Adjustment items(2) |
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
|
|
|
( |
) |
|
|
|
||
Less: Interest Expense |
|
|
|
|
|
|
|
|
( |
) |
||
Add: Interest Income |
|
|
|
|
|
|
|
|
|
|||
Less: Depreciation and amortization |
|
|
|
|
|
|
|
|
( |
) |
||
Less: Share-based compensation |
|
|
|
|
|
|
|
|
( |
) |
||
Less: Senior leadership transition costs |
|
|
|
|
|
|
|
|
( |
) |
||
Less: Marine Products acquisition and integration costs |
|
|
|
|
|
|
|
|
( |
) |
||
Less: Corporate expenses and other(3) |
|
|
|
|
|
|
|
|
( |
) |
||
Income before taxes |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|||
The following table presents total assets for the Company’s reportable segments.
|
|
October 4, 2026 |
|
|
June 30, 2026 |
|
||
Assets: |
|
|
|
|
|
|
||
Performance and Wake |
|
$ |
|
|
$ |
|
||
Leisure |
|
|
|
|
|
|
||
Recreation and Sport Fishing |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
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 2026 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.
Overview
The Company’s results for all periods presented, as discussed in Management’s Discussion and Analysis, are presented on a continuing operations basis, which consists of our Performance and Wake, Leisure, and Recreation and Sport Fishing segments.
Business Combination and Change in Fiscal Year-End
On May 15, 2026, the Company completed the merger with Marine Products, see Note 3 in Notes to Unaudited Condensed Consolidated Financial Statements. As a result, the Company recognized incremental net sales of $59.3 million within the Recreation and Sport Fishing segment during the first three months of the Transition Period compared to the first three months of fiscal 2026. Results for the three-month period ended October 4, 2026 were also impacted by acquisition and integration costs, including the change in fiscal year-end (as described below), associated with the Marine Products Transaction.
In connection with the merger, the Company announced a change in its fiscal year-end from June 30 to December 31, effective July 1, 2026, to conform to the fiscal year-end historically used by Marine Products. As a result, the Company expects to file a transition report on Form 10-KT covering the Transition Period. Thereafter, the Company’s reporting periods will be based on its new December 31 fiscal year-end.
Segments
Beginning in the Transition Period, the Company changed the manner in which certain corporate expenses are allocated to its reportable segments. Prior-period segment information has been recast to conform to the current-period presentation. Certain corporate expenses previously included within segment operating expenses are now presented within Corporate expenses and other.
18
Results of Continuing Operations
Consolidated Results
The table below presents our consolidated results of operations for the three months ended:
|
|
October 4, |
|
|
September 28, |
|
|
|
|
|
% |
|
||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|
|
|||||||
Consolidated statements of operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NET SALES |
|
$ |
154,139 |
|
|
$ |
69,002 |
|
|
$ |
85,137 |
|
|
|
123.4 |
% |
COST OF SALES |
|
|
121,681 |
|
|
|
53,606 |
|
|
|
68,075 |
|
|
|
127.0 |
% |
GROSS PROFIT |
|
|
32,458 |
|
|
|
15,396 |
|
|
|
17,062 |
|
|
|
110.8 |
% |
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
5,640 |
|
|
|
2,907 |
|
|
|
2,733 |
|
|
|
94.0 |
% |
General and administrative |
|
|
14,269 |
|
|
|
8,261 |
|
|
|
6,008 |
|
|
|
72.7 |
% |
Amortization of other intangible assets |
|
|
568 |
|
|
|
450 |
|
|
|
118 |
|
|
|
26.2 |
% |
Total operating expenses |
|
|
20,477 |
|
|
|
11,618 |
|
|
|
8,859 |
|
|
|
76.3 |
% |
OPERATING INCOME |
|
|
11,981 |
|
|
|
3,778 |
|
|
|
8,203 |
|
|
|
217.1 |
% |
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
(34 |
) |
|
|
(1 |
) |
|
|
(33 |
) |
|
|
3300.0 |
% |
Interest income |
|
|
363 |
|
|
|
770 |
|
|
|
(407 |
) |
|
|
(52.9 |
%) |
INCOME BEFORE INCOME TAX EXPENSE |
|
|
12,310 |
|
|
|
4,547 |
|
|
|
7,763 |
|
|
|
170.7 |
% |
INCOME TAX EXPENSE |
|
|
207 |
|
|
|
891 |
|
|
|
(684 |
) |
|
|
(76.8 |
%) |
INCOME FROM CONTINUING OPERATIONS |
|
$ |
12,103 |
|
|
$ |
3,656 |
|
|
$ |
8,447 |
|
|
|
231.0 |
% |
Additional financial and other data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unit sales volume: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance and Wake |
|
|
457 |
|
|
|
377 |
|
|
|
80 |
|
|
|
21.2 |
% |
Leisure |
|
|
225 |
|
|
|
188 |
|
|
|
37 |
|
|
|
19.7 |
% |
Recreation and Sport Fishing |
|
|
569 |
|
|
|
— |
|
|
|
569 |
|
|
|
— |
|
Consolidated unit sales volume |
|
|
1,251 |
|
|
|
565 |
|
|
|
686 |
|
|
|
121.4 |
% |
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance and Wake |
|
$ |
81,704 |
|
|
$ |
58,145 |
|
|
$ |
23,559 |
|
|
|
40.5 |
% |
Leisure |
|
|
13,097 |
|
|
|
10,857 |
|
|
|
2,240 |
|
|
|
20.6 |
% |
Recreation and Sport Fishing |
|
|
59,338 |
|
|
|
— |
|
|
|
59,338 |
|
|
|
— |
|
Consolidated net sales |
|
$ |
154,139 |
|
|
$ |
69,002 |
|
|
$ |
85,137 |
|
|
|
123.4 |
% |
Net sales per unit: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance and Wake |
|
$ |
179 |
|
|
$ |
154 |
|
|
$ |
25 |
|
|
|
16.2 |
% |
Leisure |
|
|
58 |
|
|
|
58 |
|
|
|
— |
|
|
|
— |
|
Recreation and Sport Fishing |
|
|
104 |
|
|
|
— |
|
|
|
104 |
|
|
|
— |
|
Consolidated net sales per unit |
|
|
123 |
|
|
|
122 |
|
|
|
1 |
|
|
|
0.8 |
% |
Gross margin |
|
|
21.1 |
% |
|
|
22.3 |
% |
|
(120) bps |
|
|||||
Net sales increased $85.1 million during the first three months of the Transition Period, when compared with the same prior-year period. The increase was primarily a result of incremental net sales of $59.3 million generated in our Recreation and Sport Fishing segment as a result of the Marine Products Transaction, and higher unit volumes, favorable model mix, and increased prices in our Performance and Wake and Leisure segments.
Gross margin percentage decreased 120 basis points during the first three months of the Transition Period, when compared with the same prior-year period. The decrease primarily reflected the inclusion of our Marine Products business, partially offset by increased net sales, as discussed above, favorable cost absorption, and decreased warranty costs in our Performance and Wake and Leisure segments.
Operating expenses increased $8.9 million the first three months of the Transition Period, when compared with the same prior-year period, due to incremental costs incurred in our Recreation and Sport Fishing segment, as well as additional acquisition and integration costs, including the change in fiscal year-end related to the Marine Products Transaction, and increased selling and marketing costs.
19
Segment Results
Performance and Wake Segment
The following table sets forth Performance and Wake segment results for the three months ended:
|
|
October 4, |
|
|
September 28, |
|
|
|
|
|
% |
|
||||
(Dollar amounts in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
Net sales |
|
$ |
81,704 |
|
|
$ |
58,145 |
|
|
$ |
23,559 |
|
|
|
40.5 |
% |
Operating income |
|
|
20,270 |
|
|
|
10,226 |
|
|
|
10,044 |
|
|
|
98.2 |
% |
Purchases of property, plant and equipment |
|
|
2,046 |
|
|
|
2,493 |
|
|
|
(447 |
) |
|
|
(17.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unit sales volume |
|
|
457 |
|
|
|
377 |
|
|
|
80 |
|
|
|
21.2 |
% |
Net sales per unit |
|
$ |
179 |
|
|
$ |
154 |
|
|
$ |
25 |
|
|
|
16.2 |
% |
Net sales increased $23.6 million during the first three months of the Transition Period, when compared with the same prior-year period. The increase was driven by higher unit volumes, favorable model mix, and increased prices.
Operating income increased $10.0 million during the first three months of the Transition Period, when compared with the same prior-year period. The change was primarily the result of increased net sales, as discussed above, favorable cost absorption, and decreased warranty costs, partially offset by increased selling and marketing costs.
Leisure Segment
The following table sets forth Leisure segment results for the three months ended:
|
|
October 4, |
|
|
September 28, |
|
|
|
|
|
% |
|
||||
(Dollar amounts in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
Net sales |
|
$ |
13,097 |
|
|
$ |
10,857 |
|
|
$ |
2,240 |
|
|
|
20.6 |
% |
Operating loss |
|
|
(746 |
) |
|
|
(1,690 |
) |
|
|
944 |
|
|
|
(55.9 |
%) |
Purchases of property, plant and equipment |
|
|
14 |
|
|
|
587 |
|
|
|
(573 |
) |
|
|
(97.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unit sales volume |
|
|
225 |
|
|
|
188 |
|
|
|
37 |
|
|
|
19.7 |
% |
Net sales per unit |
|
$ |
58 |
|
|
$ |
58 |
|
|
$ |
— |
|
|
|
0.0 |
% |
Net sales increased $2.2 million during the first three months of the Transition Period, when compared with the same prior-year period, primarily due to higher unit volumes.
Operating loss for the first three months of the Transition Period decreased $0.9 million, when compared with the same prior-year period, primarily due to increased net sales, as discussed above, and favorable cost absorption.
Recreation and Sport Fishing Segment
The following table sets forth Recreation and Sport Fishing segment results for the three months ended:
|
|
October 4, |
|
|
September 28, |
|
|
|
|
|
% |
|
||||
(Dollar amounts in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
Net sales |
|
$ |
59,338 |
|
|
$ |
— |
|
|
$ |
59,338 |
|
|
|
— |
|
Operating loss |
|
|
(704 |
) |
|
|
— |
|
|
|
(704 |
) |
|
|
— |
|
Purchases of property, plant and equipment |
|
|
1,268 |
|
|
|
— |
|
|
|
1,268 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unit sales volume |
|
|
569 |
|
|
|
— |
|
|
|
569 |
|
|
|
— |
|
Net sales per unit |
|
$ |
104 |
|
|
$ |
— |
|
|
$ |
104 |
|
|
|
— |
|
As the segment was newly established in the fourth quarter of fiscal 2026 as a result of the Marine Products Transaction, there are no comparable prior-year results. For the three months ended October 4, 2026, the segment contributed net sales of $59.3 million and an
20
operating loss of $0.7 million to the Company’s net sales and operating income, respectively. The operating loss included a $0.3 million inventory step-up charge and $0.5 million in Marine Products Transaction acquisition and integration costs.
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, senior leadership transition costs, Marine Products acquisition and integration costs, and inventory step-up. We define EBITDA margin and Adjusted EBITDA margin as EBITDA and Adjusted EBITDA, respectively, each expressed as a percentage of Net sales.
Adjusted Net Income and Adjusted Net Income per share
We define Adjusted Net Income 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. We define Adjusted Net Income per Share as Adjusted Net Income divided by the weighted-average of basic and diluted shares outstanding. For the periods presented herein, these adjustments include other intangible asset amortization, share-based compensation, senior leadership transition costs, Marine Products acquisition and integration costs, and inventory step-up.
Free Cash Flow
We define Free Cash Flow from continuing operations as net cash flows from operating activities less purchases of property, plant, and equipment.
EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per share, and Free Cash Flow, which we refer to collectively as the Non-GAAP Measures, are not measures of net income, operating income, or net operating cash flows 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 net 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:
21
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.
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:
|
|
October 4, |
|
|
% of Net |
|
September 28, |
|
|
% of Net |
||
(Dollar amounts in thousands) |
|
2026 |
|
|
sales |
|
2025 |
|
|
sales |
||
Income from continuing operations |
|
$ |
12,103 |
|
|
7.9% |
|
$ |
3,656 |
|
|
5.3% |
Income tax expense |
|
|
207 |
|
|
|
|
|
891 |
|
|
|
Interest expense |
|
|
34 |
|
|
|
|
|
1 |
|
|
|
Interest income |
|
|
(363 |
) |
|
|
|
|
(770 |
) |
|
|
Depreciation and amortization |
|
|
5,101 |
|
|
|
|
|
2,038 |
|
|
|
EBITDA |
|
|
17,082 |
|
|
11.1% |
|
|
5,816 |
|
|
8.4% |
Share-based compensation |
|
|
848 |
|
|
|
|
|
791 |
|
|
|
Senior leadership transition costs(a) |
|
|
— |
|
|
|
|
|
98 |
|
|
|
Marine Products acquisition and integration costs(b) |
|
|
1,877 |
|
|
|
|
|
268 |
|
|
|
Inventory step-up(c) |
|
|
256 |
|
|
|
|
|
— |
|
|
|
Adjusted EBITDA |
|
$ |
20,063 |
|
|
13.0% |
|
$ |
6,973 |
|
|
10.1% |
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 |
|
|||||
|
|
October 4, |
|
|
September 28, |
|
||
(Dollar amounts in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
||
Income from continuing operations |
|
$ |
12,103 |
|
|
$ |
3,656 |
|
Income tax expense |
|
|
207 |
|
|
|
891 |
|
Amortization of acquisition intangibles |
|
|
568 |
|
|
|
450 |
|
Share-based compensation |
|
|
848 |
|
|
|
791 |
|
Senior leadership transition costs(a) |
|
|
— |
|
|
|
98 |
|
Marine Products acquisition and integration costs(b) |
|
|
1,877 |
|
|
|
268 |
|
Inventory step-up(c) |
|
|
256 |
|
|
|
— |
|
Adjusted Net Income before income taxes |
|
|
15,859 |
|
|
|
6,154 |
|
Adjusted income tax expense(d) |
|
|
3,647 |
|
|
|
1,416 |
|
Adjusted Net Income |
|
$ |
12,212 |
|
|
$ |
4,738 |
|
|
|
|
|
|
|
|
||
Adjusted Net Income per share: |
|
|
|
|
|
|
||
Basic |
|
$ |
0.50 |
|
|
$ |
0.29 |
|
Diluted |
|
$ |
0.50 |
|
|
$ |
0.29 |
|
Weighted average shares used for the computation of(e): |
|
|
|
|
|
|
||
Basic Adjusted Net Income per share |
|
|
24,279,593 |
|
|
|
16,177,634 |
|
Diluted Adjusted Net Income per share |
|
|
24,316,251 |
|
|
|
16,255,397 |
|
22
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 |
|
|||||
|
|
October 4, |
|
|
September 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Income from continuing operations per diluted share |
|
$ |
0.50 |
|
|
$ |
0.22 |
|
Impact of adjustments: |
|
|
|
|
|
|
||
Income tax expense |
|
|
0.01 |
|
|
|
0.05 |
|
Amortization of acquisition intangibles |
|
|
0.02 |
|
|
|
0.03 |
|
Share-based compensation |
|
|
0.03 |
|
|
|
0.05 |
|
Senior leadership transition costs(a) |
|
|
— |
|
|
|
0.01 |
|
Marine Products acquisition and integration costs(b) |
|
|
0.08 |
|
|
|
0.02 |
|
Inventory step-up(c) |
|
|
0.01 |
|
|
|
— |
|
Adjusted Net Income per diluted share before income taxes |
|
|
0.65 |
|
|
|
0.38 |
|
Impact of adjusted income tax expense on net income per diluted share before income taxes(d) |
|
|
(0.15 |
) |
|
|
(0.09 |
) |
Adjusted Net Income per diluted share |
|
|
0.50 |
|
|
$ |
0.29 |
|
The following table presents a reconciliation of net cash flows by operating activities of continuing operations as determined in accordance with U.S. GAAP to Free Cash Flow for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
October 4, |
|
|
September 28, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Net cash provided by operating activities of continuing operations |
|
$ |
6,236 |
|
|
$ |
(7,047 |
) |
Less: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
(3,328 |
) |
|
|
(3,080 |
) |
Free cash flow |
|
$ |
2,908 |
|
|
$ |
(10,127 |
) |
Liquidity and Capital Resources
Our primary liquidity and capital resource needs are to finance working capital, fund capital expenditures, service debt, fund potential acquisitions, and fund our share repurchase program. Our principal sources of liquidity are our cash balance, short-term investments, 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, short-term 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 $41.9 million as of October 4, 2026, a decrease of $2.0 million from $43.9 million as of June 30, 2026. As of October 4, 2026, and June 30, 2026, we had no long-term debt outstanding and $75.0 million available borrowing capacity under the Revolving Credit Facility.
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. During the three months ended October 4, 2026, the Company repurchased 217,616 shares of common stock for $4.8 million in cash, excluding related fees and expenses.
23
The following table and discussion below relate to our cash flows from continuing operations from operating, investing, and financing activities:
|
|
Three Months Ended |
|
|||||
|
|
October 4, |
|
|
September 28, |
|
||
(Dollar amounts in thousands) |
|
2026 |
|
|
2025 |
|
||
Total cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
6,236 |
|
|
$ |
(7,047 |
) |
Investing activities |
|
|
(3,328 |
) |
|
|
12,012 |
|
Financing activities |
|
|
(4,877 |
) |
|
|
(2,341 |
) |
Net change in cash and cash equivalents from continuing operations |
|
$ |
(1,969 |
) |
|
$ |
2,624 |
|
Three Months Ended October 4, 2026 Cash Flows from Continuing Operations
Net cash provided by operating activities for the three months ended October 4, 2026 was $6.2 million, primarily due to net income, partially offset by working capital usage. 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 increases in accounts receivable and inventories and a decrease in accrued expenses and other current liabilities, partially offset by an increase in accounts payable and a decrease in prepaid expenses and other current assets. Accounts receivable increased due to timing of sales at the end of the period compared to the end of the prior-year period. Inventories increased due to increased raw materials costs and timing of shipments at the end of the period compared to the prior-year period. Accrued expenses and other current liabilities decreased primarily due to payment of variable compensation and decreased dealer incentives, partially offset by an increase in customer deposits. Accounts payable increased due to timing of purchases at the end of the period compared to the prior-year period. Prepaid and other current assets decreased due to amortization of insurance premiums.
Net cash used in investing activities was $3.3 million, which included $3.3 million in capital expenditures. Our capital spending was primarily focused on tooling, building improvements, machinery and equipment, and information technology.
Net cash used in financing activities was $4.9 million, primarily due to share repurchases totaling $4.8 million, excluding related fees and expenses.
Three Months Ended September 28, 2025 Cash Flows from Continuing Operations
Net cash used in operating activities for the three months ended September 28, 2025, was $7.0 million, primarily due to working capital usage, partially offset by net income. Working capital usage primarily consisted of a decrease in accrued expenses and other current liabilities, an increase in accounts receivable, inventories, and prepaid expenses and other current assets, partially offset by an increase in accounts payable. 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. Inventories increased due to timing of raw material purchases and 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 increased payments for future expenses. Accounts payable increased due to timing of purchases at the end of the period compared to the prior-year period.
Net cash provided by investing activities was $12.0 million, which included $15.1 million of net proceeds in available-for-sale securities, partially offset by $3.1 million in capital expenditures. Our capital spending was primarily focused on tooling, information technology, and machinery and equipment.
Net cash used in financing activities was $2.3 million, primarily due to share repurchases totaling $2.3 million, excluding related fees and expenses.
Off Balance Sheet Arrangements
The Company did not have any off balance sheet financing arrangements as of October 4, 2026.
24
Critical Accounting Estimates
As of October 4, 2026, there were no significant changes in or changes to the application of our critical accounting policies or estimation procedures from those presented in our 2026 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Refer to our 2026 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 October 4, 2026.
Changes in Internal Control Over Financial Reporting
We are in the process of integrating Marine Products’ and our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, there have been no changes in our internal control over financial reporting during the three months ended October 4, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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.
During the three months ended October 4, 2026, there have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our 2026 Annual Report.
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. During the first three months of the Transition Period, we repurchased approximately $4.8 million of our common stock, excluding related fees and expenses. As of October 4, 2026, the remaining authorization under the program was approximately $18.7 million.
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, 2026 - August 2, 2026 |
|
|
27,738 |
|
|
$ |
24.52 |
|
|
|
27,738 |
|
|
$ |
22,849 |
|
August 3, 2026 - August 30, 2026 |
|
|
51,533 |
|
|
|
24.71 |
|
|
|
51,533 |
|
|
|
21,576 |
|
August 31, 2026 - October 4, 2026 |
|
|
138,345 |
|
|
|
20.75 |
|
|
|
138,345 |
|
|
|
18,705 |
|
Total |
|
|
217,616 |
|
|
|
|
|
|
217,616 |
|
|
|
|
||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
During the three months ended October 4, 2026, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act)
26
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
|
||||||||
Exhibit |
|
Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed |
|
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
|
|
Certificate of Correction to the Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc. |
|
S-4
|
|
333-294312
|
|
3.5 |
|
3/16/26 |
|
|
|
3.5 |
|
Fifth Amended and Restated By-laws of MasterCraft Boat Holdings, Inc. |
|
8-K
|
|
001-37502
|
|
3.1
|
|
6/30/26
|
|
|
|
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 10, 2026 |
By: |
/s/ BRADLEY M. NELSON |
|
|
|
Bradley M. Nelson |
|
|
|
Chief Executive Officer (Principal Executive Officer) and Director |
|
|
|
|
Date: |
November 10, 2026 |
By: |
/s/ W. SCOTT KENT |
|
|
|
W. Scott Kent |
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
28