What changed in this filing

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Item 7. Management’s Discussion and Analysis

2020-08-31 compared with 2019-08-29 · 350 added, 287 removed, 359 unchanged (64% of the section changed)

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

Refinancing of Credit Facilities

Acquisitions of Pursuit and Cobalt

Components of Results of Operations

Impact of the COVID-19 Pandemic

Factors Affecting Our Results of Operations

Components of Results of Operations

Results of Operations

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We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats.

We are the market leader in the United States in the performance sport boat category through our Malibu and Axis Wake Research boat brands, the leader in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand and in a leading position in the fiberglass outboard fishing boat market with our Pursuit brand.

We are the market leader in the United States in the performance sport boat category through our Malibu and Axis Wake Research boat brands, the market leader in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand and are among the market leaders in the fiberglass outboard fishing boat market with our Pursuit brand.

Our product portfolio of premium brands are used for a broad range of recreational boating activities including, among others, water sports, general recreational boating and fishing.

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Retail prices of our Malibu boats typically range from $60,000 to $210,000.

We launched our Axis boats in 2009 to appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features.

Our Axis boats appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features.

Retail prices of our Axis boats typically range from $65,000 to $115,000.

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Retail prices for our Cobalt boats typically range from $60,000 to $450,000.

Our recent acquisition of Pursuit expands our product offerings into the saltwater outboard fishing market and includes center console, dual console and offshore models.

Our Pursuit boats expand our product offerings into the saltwater outboard fishing market and include center console, dual console and offshore models.

Retail prices for our Pursuit boats typically range from $80,000 to $800,000.

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We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage.

As a result of our innovation, process improvements, acquisition strategy and strong dealer network and management team, among other reasons, we have achieved fiscal year 2019 net sales, net income and adjusted EBITDA of $684.0 million , $69.7 million and $125.9 million , respectively, compared to $497.0 million , $31.0 million and $92.7 million , respectively, for fiscal year 2018 and $281.9 million , $31.1 million and $55.7 million , respectively, for fiscal year 2017 .

For the fiscal year ended June 30, 2019 , net sales increased 37.6% , gross margin as a percentage of sales increased to 24.3% , net income increased 125.1% and adjusted EBITDA increased 35.8% compared to the fiscal year ended June 30, 2018 .

Our results for fiscal year

2019 include Pursuit since our acquisition on October 15, 2018.

Our results for fiscal years 2019 and 2018 include Cobalt since our acquisition on July 6, 2017.

We achieved fiscal year 2020 net sales, net income and adjusted EBITDA of $653.2 million, $64.7 million and $110.9 million, respectively, which were a decrease from $684.0 million, $69.7 million and $125.9 million, respectively, for fiscal year 2019.

The decrease from 2019 to 2020 resulted primarily from the adverse impacts of the COVID-19 pandemic, including the impact of the temporary shutdown of our facilities.

For the definition of adjusted EBITDA and a reconciliation to net income, see “GAAP Reconciliation of Non-GAAP Financial Measures.”

Beginning in fiscal year 2019, we report our results of operations under four reportable segments:

Malibu U.S., Malibu Australia, Cobalt, and Pursuit, based on our boat manufacturing operations.

The Malibu U.S.

and Malibu Australia segments participate in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sport boats.

The Malibu U.S.

segment primarily serves markets in North America, South America, Europe, and Asia while the Malibu Australia operating segment principally serves the Australian and New Zealand markets.

Our Cobalt and Pursuit segments participate in the manufacturing, distribution, marketing and sale of Cobalt and Pursuit boats, respectively, throughout the world.

is our largest segment and represented 51.0%, 59.0% and 91.8% of our net sales for fiscal years 2019, 2018, and 2017 respectively.

We acquired Cobalt in July 2017 and it represented 30.2% and 36.3% of our net sales for fiscal year 2019 and 2018.

We acquired Pursuit in October 2018 and it represented 15.0% of our net sales for fiscal year 2019.

Malibu Australia represented 3.8%, 4.7% and 8.2% of our net sales for fiscal years 2019, 2018 and 2017, respectively.

See Note 19 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information about our reporting segments.

Refinancing of Credit Facilities

On May 14, 2019, our subsidiary, Malibu Boats, LLC, as the borrower entered into the Second Incremental Facility Amendment and Second Amendment to its existing Second Amended and Restated Credit Agreement dated as of June 28, 2017 (as amended, the “Credit Agreement”).

The Second Amendment converted $35.0 million of the outstanding principal amount under our term loan to outstanding borrowings under the revolving credit facility, increased the borrowing capacity of the revolving credit facility by $35.0 million and extended the maturity date of the revolving credit facility by two years to July 1, 2024.

Immediately after effectiveness of the Second Amendment, we had $75.0 million aggregate principal amount outstanding under the term loan and a $120.0 million revolving credit facility with $55.0 million outstanding and $0.7 million in outstanding letters of credit and $64.3 million available for borrowing.

The Second Amendment also, among other things, (i) improved the applicable margin by 50 basis points to a range of 1.25% to 2.25% for LIBOR borrowings and a range of 0.25% to 1.25% for Base Rate borrowings, (ii) improved the commitment fee we are required to pay for the unused portion of the revolving credit facility to a range of 0.20% to 0.40%, (iii) increased the basket of permitted share repurchases from $20.0 million to $35.0 million in any fiscal year subject to one-year carry forward and compliance with other financial covenants, and (iv) increased the basket of permitted dividends and distributions from up to $6.0 million to up to $10.0 million in any fiscal year, subject to compliance with other financial covenants.

The Second Amendment also revised some of the other restrictive covenants, events of defaults and related definitions by increasing applicable basket amounts and thresholds under the Credit Agreement.

Acquisitions of Pursuit and Cobalt

On October 15, 2018, we completed our acquisition of assets of the Pursuit Boats division of S2 Yachts, Inc., pursuant to an asset purchase agreement dated as of August 21, 2018.

We paid an aggregate purchase price of $100.1 million.

A portion of the purchase price was deposited into an escrow account to secure certain post-closing obligations of the sellers.

We paid the purchase price for the acquisition with $50.1 million of cash on hand and $50.0 million of borrowings under our revolving credit facility.

On July 6, 2017, Malibu Boats, LLC, our wholly owned indirect subsidiary, completed the purchase of all of the outstanding equity interests of Cobalt for a purchase price of $130.0 million, subject to customary post-closing adjustments.

We paid $1.0 million of the purchase price in 39,262 newly issued shares of our Class A common stock and the remainder of the purchase price was paid using cash and borrowings under our amended and restated credit agreement that we entered into in connection with the acquisition of Cobalt.

Components of Results of Operations

We generate revenue from the sale of boats to our dealers.

The substantial majority of our net sales are derived from the sale of boats, including optional features included at the time of the initial wholesale purchase of the boat.

Net sales consists of the following:

Gross sales from:

Boat and trailer sales —consists of sales of boats and trailers to our dealer network.

Nearly all of our boat sales include optional feature upgrades purchased by the consumer, which increase the average selling price of our boats;

Parts and other sales —consists of sales of replacement and aftermarket boat parts and accessories to our dealer network;

and consists of royalty income earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of our intellectual property.

Net sales are net of:

Sales returns —consists primarily of contractual repurchases of boats either repossessed by the floor plan financing provider from the dealer or returned by the dealer under our warranty program;

Rebates, free flooring and discounts —consists of incentives, rebates and free flooring, we provide to our dealers based on sales of eligible products.

For our Malibu and Axis models, if a domestic dealer meets its monthly or quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified rebate.

Cobalt dealers are entitled to volume-based discounts taken at the time of invoice.

For our Pursuit models, if a dealer meets its quarterly or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased from Pursuit.

For Malibu and Cobalt models and select Pursuit models, our dealers that take delivery of current model year boats in the offseason, typically July through April in the U.S., are also entitled to have us pay the interest to floor the boat until the earlier of (1) the sale of the unit or (2) a date near the end of the current model year, which incentive we refer to as “free flooring.” From time to time, we may extend the flooring program to eligible models beyond the offseason period.

For more information, see "Item 1.

Business - Dealer Management."

Cost of Sales

Our cost of sales includes all of the costs to manufacture our products, including raw materials, components, supplies, direct labor and factory overhead.

For components and accessories manufactured by third-party vendors, such costs represent the amounts invoiced by the vendors.

Shipping costs and depreciation expense related to manufacturing equipment and facilities are also included in cost of sales.

Warranty costs associated with the repair or replacement of our boats under warranty are also included in cost of sales.

Operating Expenses

Our operating expenses include selling and marketing, and general and administrative costs.

Each of these items includes personnel and related expenses, supplies, non-manufacturing overhead, third-party professional fees and various other operating expenses.

Further, selling and marketing expenditures include the cost of advertising and various promotional sales incentive programs.

General and administrative expenses include, among other things, salaries, benefits and other personnel related expenses for employees engaged in product development, engineering, finance, information technology, human resources and executive management.

Other costs include outside legal and accounting fees, investor relations, risk management (insurance) and other administrative costs.

General and administrative expenses also include product development expenses associated with our engines vertical integration initiative and acquisition or integration related expenses.

Other (Income) Expense, Net

Other (income) expense, net consists of interest expense and other income or expense, net.

Interest expense consists of interest charged under our outstanding debt, interest on our interest rate swap arrangement, changes in the fair value of our interest rate swap we entered into on July 1, 2015, and amortization of deferred financing costs on our credit facilities.

Other income includes a portion of the amounts received from the settlement of our litigation with Mastercraft Boat Company, LLC ("Mastercraft") entered into on May 2, 2017 and adjustments to our tax receivable agreement liability in the fourth quarter of fiscal year 2017 and first and second quarter of fiscal year 2018.

Malibu Boats, Inc.

is subject to U.S.

federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC.

The LLC is a pass-through entity for federal purposes but incurs income tax in certain state jurisdictions.

The income tax provision reflects a reported effective income tax rate of 24.1%, 65.4%, and 36.2% attributable to Malibu Boats, Inc.'s share of income for fiscal years 2019, 2018 and 2017, respectively.

Our statutory tax rate for fiscal year 2019 is 21%.

The reported effective tax rate for fiscal year 2019 differs from the statutory federal income tax rate of 21% primarily due to the impact of U.S.

Our effective tax rate is also impacted by the addition of new tax jurisdictions as a result of the Pursuit acquisition, the impact of the non-controlling interests in the LLC, the benefits of the foreign derived intangible income deduction, and the research and development tax credit.

Net Income Attributable to Non-controlling Interest

As of June 30, 2019 and 2018 , we had a 96.2% and 95.2% controlling economic interest and 100% voting interest in the LLC.

We consolidate the LLC's operating results for financial statement purposes.

Net income attributable to non-controlling interest represents the portion of net income attributable to the LLC members.

We have three reportable segments, Malibu, Cobalt and Pursuit.

The Malibu segment participates in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sports boats throughout the world.

The Cobalt and Pursuit

segments participate in the manufacturing, distribution, marketing and sale of Cobalt and Pursuit boats, respectively, throughout the world.

Malibu is our largest segment and represented 54.3%, 54.8% and 63.7% of our net sales for fiscal years 2020, 2019, and 2018 respectively.

We acquired Cobalt in July 2017 and it represented 26.8%, 30.2% and 36.3% of our net sales for fiscal years 2020, 2019 and 2018, respectively.

We acquired Pursuit in October 2018 and it represented 18.9% and 15.0% of our net sales for fiscal years 2020 and 2019, respectively.

We revised our segment reporting at the beginning of fiscal year 2020 to conform to changes in our internal management reporting based on our boat manufacturing operations.

Prior to this change in reporting segments, we had four reportable segments, Malibu U.S., Malibu Australia, Cobalt and Pursuit.

We now aggregate Malibu U.S.

and Malibu Australia into one reportable segment as they have similar economic characteristics and qualitative factors.

All segment information in this Annual Report on Form 10-K prior to July 1, 2019 has been revised to conform to our current reporting segments for comparison purposes.

Additional segment information is contained in Note 20 - Segment Reporting, in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted health and economic conditions throughout the United States and the world, and it had a significant impact on our operations and financial results for fiscal year 2020.

On March 24, 2020, we elected to suspend operations at all of our facilities.

We resumed operations at our Loudon, Tennessee facility (Malibu and Axis boats) on April 20, 2020, our Neodesha, Kansas facility (Cobalt boats) on April 27, 2020 and our Fort Pierce, Florida facility (Pursuit boats) on May 4, 2020.

We also elected to draw the then remaining available funds of $98.8 million from our revolving credit facility in late March 2020 to ensure we maintained financial flexibility in light of the uncertainty resulting from the COVID-19 pandemic.

We subsequently repaid $110.0 million on the revolving credit facility in June 2020.

Our financial results for fiscal year 2020 were impacted by the COVID-19 pandemic.

The temporary shutdown of our facilities in the second half of 2020 resulted in a decrease in production that we were not able to fully recover during fiscal year 2020.

We were not able to ship boats to our dealers during the suspension of our operations, which negatively impacted our net sales.

As a result, our net sales and unit volume decreased 39.1% and 43.9%, respectively, during the fourth quarter of fiscal year 2020 compared to the fourth quarter of fiscal year 2019.

For the year ended June 30, 2020, we recognized a decrease of $30.9 million, or 4.5%, in net sales and a decrease of 918 units, or 12.5%, in unit volume compared to fiscal year 2019.

While costs of sales also declined, we still recognized a decrease in gross profit of $16.6 million, or 10.0%, for fiscal year 2020 compared to fiscal year 2019, primarily related to the declines in sales volumes resulting from our suspension of operations.

Notwithstanding our lower net sales resulting from our decrease in production, our dealers continued to experience strong demand for our boats during the summer months.

While sales were negatively impacted by COVID-19 in late March and through April, retail sales improved materially from May through July 2020.

Consumers turned to boating as a form of outdoor, socially distanced recreation during the COVID-19 pandemic.

The increase in retail sales combined with our lower wholesale shipment levels during the fourth quarter of fiscal year 2020 resulted in lower inventory levels at our dealers as of June 30, 2020 compared to last year.

We expect these lower inventory levels, while having the potential to impact retail sales in the near-term, will provide us strong order flow for our model year 2021 product, unless consumer demand meaningfully decreases.

In addition to our operations, the COVID-19 pandemic also impacted and may continue to impact the operations of our dealers and suppliers.

While some of our dealers and suppliers had to suspend their operations during the pandemic, many continued to operate and we are not aware of any of our dealers or suppliers that have closed permanently.

We believe we are well-positioned to withstand any further disruptions that may occur as result of the ongoing pandemic.

We have approximately $49.9 million of cash on hand as of August 27, 2020 and approximately $110.0 million available for borrowing under our revolving credit facility as of June 30, 2020.

Further, we have a flexible cost structure that allows us to more closely align our costs with wholesale shipments.

The ultimate impact of COVID-19 on our financial condition and results of operations, however, will depend on a number of factors, including factors that we may not be able to forecast at this time.

See the risk factor “The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, our operations, and those of our dealers and suppliers, thereby adversely affecting our business, financial condition and results of operations.” under Part I.

of this Form 10-K.

Industry-wide marine retail registrations continue to recover from the years following the global financial crisis.

According to Statistical Surveys, Inc., domestic retail registration volumes of performance sport boats, fiberglass sterndrive and fiberglass outboards increased at a compound annual growth rate of approximately 5.2% between 2011 and 2019, for the 50 reporting states.

This has been led by growth in our core market, performance sport boats, having produced a double-digit compound annual growth rate over that period.

Domestic retail demand growth has continued in performance sport boats for calendar year 2019, however the growth rate has decelerated compared to prior years.

While domestic retail registration volumes for new recreational powerboats decreased in 2019, total retail sales dollars

increased in 2019, according to NMMA.

These increases have been led by growth in our core market, performance sport boats, having produced a double-digit compound annual growth rate between 2011 and 2019.

While the growth rate was negatively impacted by weak sales in March and April 2020 due to COVID-19, we believe domestic retail demand growth has otherwise continued in performance sport boats for calendar year 2020, in part because consumers have turned to boating as a form of outdoor, socially distanced recreation during the COVID-19 pandemic.

Fiberglass sterndrive and outboard boats, the target markets for our Cobalt and Pursuit branded products, have seen their combined market grow at a 4.5% compound annual growth rate between 2011 and 2019.

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While Cobalt’s primary market for sterndrive propulsion has been challenged, their performance continues to be helped by market share gains and they continue to see registration growth.

During 2019 the fiberglass outboard market has actually begun a modest contraction, however, in foot lengths 23 feet and greater, where Pursuit competes, the market continues to grow, and Pursuit is gaining share.

We expect the growing demand for our products to continue, albeit at a lower pace than the past eight years, and there are numerous variables that have the potential to impact our volumes, both positively and negatively.

During 2019 the fiberglass outboard market was approximately flat year-over-year, but, in foot lengths 23 feet and greater, where Pursuit and Cobalt compete, the market continues to grow.

We expect the growing demand for our products to continue, albeit at a lower pace than the past eight years.

Regardless of retail market growth rates, the combination of continued strong retail market activity this summer and the temporary suspension of our operations from March through May 2020, has depleted inventory levels at our dealers below prior year levels and we expect to see meaningful wholesale demand to restock our dealer inventories through fiscal year 2021 and potentially beyond.

While we expect lower dealer inventory levels will support fiscal year 2021 financial performance, numerous other variables have the potential to impact our volumes, both positively and negatively.

For example, we believe the substantial decrease in the price of oil, broad strength of the U.S.

dollar and recently implemented tariffs has resulted in reduced demand for our boats in certain markets.

To date, growth in our domestic market has offset significantly diminished demand from economies that are driven by the oil industry and international markets.

Consumer confidence, expanded or eroded, is a variable that could also impact demand in both directions.

To date, growth in our domestic market has offset the significantly diminished demand from economies that are driven by the oil industry and international markets.

Consumer confidence, expanded or eroded, is a variable that can also impact demand for our products in both directions.

Other challenges that could impact demand for recreational powerboats include higher interest rates reducing retail consumer appetite for our product, the availability of credit to our dealers and retail consumers, fuel costs, a meaningful reduction in the value of global or domestic equity markets, the continued acceptance of our new products in the recreational boating market, our ability to compete in the competitive power boating industry, and the costs of labor and certain of our raw materials and key components.

Since 2008, we have increased our market share among manufacturers of performance sport boats due to new product development, improved distribution, new models, and innovative features.

As the market for our product has recovered our competitors have become more aggressive in their product introductions, increased their distribution and begun to compete with our patented Surf Gate system.

This competitive environment has continued throughout the past few years, but we continue to maintain a strong lead over our nearest competitor in terms of market position and believe that we are well positioned to maintain our industry leading position given our strong dealer network and new product pipeline.

As the market for our product has recovered our competitors have become more aggressive in their product introductions, increased their distribution and launched surf systems competitive with our patented Surf Gate system.

This competitive environment has continued throughout the past few years, but in 2019 and year-to-date 2020 strong performance from Malibu and Axis have expanded our strong lead over our nearest competitor in terms of market share in the performance sport boats category.

We believe our new product pipeline, strong dealer network and ability to manage our business through the COVID-19 pandemic leaves us well positioned to maintain and potentially expand our industry leading market position in performance sports boats.

In addition, we continue to be the market share leader in both the premium and value-oriented product sub-categories.

We believe our track record of expanding our market share due to new product development, improved distribution, new models, and innovative features is directly transferable to our Cobalt and Pursuit acquisitions.

We also believe our track record of expanding our market share due to new product development, improved distribution, new models, and innovative features is directly transferable to our Cobalt and Pursuit acquisitions.

While Cobalt and Pursuit are market leaders in certain areas, we believe our experience positions us to execute a strategy to drive enhanced share by expanding both the Cobalt and Pursuit product offerings with different foot lengths, different boat types and different propulsion technologies.

Our new product development efforts at Cobalt and Pursuit will take time and our ability to influence near-term model introductions is limited, but we have already begun to execute on this strategy.

With respect to Cobalt, we have included Splash and Stow and a new electronic flip down Swim Step for model year 2021 boats.

For the Pursuit brand, our focus has been on expanding the award winning Dual Console, Sport and Offshore product offerings that continue to combine innovative features and dependable performance in refined designs that accommodate a broad array of activities on the water, including the Electric Sliding Entertainment Center on the new S 378.

We believe enhancing new product development combined with diligent management of the Cobalt and Pursuit dealer networks positions us to meaningfully improve our share of the sterndrive and outboard markets over time.

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Our product sales are impacted by general economic conditions, which affect the demand for our products, the demand for optional features, the availability of credit for our dealers and retail consumers, and overall consumer confidence.

spending, especially purchases of discretionary items, tends to decline during recessionary periods and tends to increase during expansionary periods.

The recreational boating industry, which was adversely affected by the economic downturn in 2008 and 2009, has had a sustained recovery period since 2010.

In 2018, domestic sales of new recreational powerboat increased by 10.4% compared to 2017, and sales increased 10.1% in 2017 compared to 2016.

In 2019 domestic sales of new recreational powerboats have decreased.

Notwithstanding this decrease in domestic sales, we believe we are well positioned strategically in the recreational powerboat market with brands targeted at markets where there is still growth.

We have continued to hold the number one market share position, based on unit volume, in the United States among manufacturers of performance sport boats for each calendar year since 2010 including 2018.

We have grown our U.S.

market share in this category through our Malibu and Axis brands from 24.5% in 2010 to 31.3% in 2018.

Furthermore, we also continue to hold the number one market share position in the 24’—29’ segment of the sterndrive boat category, through our Cobalt brand.

Since 2010, Cobalt has expanded its market share in this segment from 14.2% in 2010 to 32.3% in 2018.

With our Pursuit brand we hold the number two market share position in the offshore boat category during 2018.

Since 2010, Pursuit has expanded its market share in this segment from 17.7% in 2010 to 19.0% in 2018.

While there is no guarantee that our market will continue to grow, we expect to benefit from the recovery in the boating industry and from improved consumer confidence levels.

Consumer spending, especially purchases of discretionary items, tends to decline during recessionary periods and tends to increase during

expansionary periods.

The recreational powerboat industry has shown continued growth from 2010 through 2019 ba sed on retai l sales.

W hile there is uncertainty surrounding the COVID-19 pandemic we believe we are well positioned strategically in the recreational powerboat market with brands that are market leaders in their segments.

New Product Development and Innovation

Our long-term revenue prospects are based in part on our ability to develop new products and technological enhancements that meet the demands of existing and new consumers.

Developing and introducing new boat models and features that deliver improved performance and convenience are essential to leveraging the value of our Malibu, Axis, Cobalt and Pursuit brands.

Developing and introducing new boat models and features that deliver improved performance and convenience are essential to leveraging the value of our brands.

By introducing new boat models, we are able to appeal to a new and broader range of consumers and focus on underserved or adjacent segments of the broader powerboat category.

To keep product fresh and at the forefront of technological innovation in the boating industry, we aim to introduce a number of new boat models per year.

We also believe we are able to capture additional value from the sale of each boat through the introduction of new features, which we believe permits us to raise average selling prices and enhances our margins.

We also believe we are able to capture additional value from the sale of each boat through the introduction of new features, which results in increased average selling prices and improved margins.

We allocate most of our product development costs to new model and feature designs, usually with a specific consumer base and market in mind.

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We believe our close communication with our consumers, dealers and sponsored athletes regarding their future product desires enhances the efficiency of our product development expenditures.

Historically, we have been successful in leveraging our robust product offering and features to enhance our sales growth and gross margins.

Leveraging our robust product offering and features to enhance our sales growth and gross margins.

Our product mix, as it relates to our brands, types of boats and features, not only makes our offerings attractive to consumers but also helps drive higher sales and margins.

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We have implemented various initiatives to reduce our cost base and improve the efficiency of our manufacturing process.

For example, we re-engineered the manufacturing process in our Tennessee facility to reduce labor hours per boat produced and the amount of re-work required.

We continuously monitor and review our manufacturing processes to identify improvements and create additional efficiencies.

We expect to continue to further develop our process improvements to our Kansas and Florida facilities that manufacture Cobalt and Pursuit boats, respectively.

We also plan to increase the size of our Kansas and Florida facilities over the next few years.

We are continuously monitoring and reviewing our manufacturing processes to identify improvements and create additional efficiencies.

During fiscal year 2020, we expanded our facilities in Kansas and Florida for our Cobalt and Pursuit operations, respectively.

We expect these expanded facilities will allow us to continue improving the manufacturing process at each of these locations.

We rely on our insights into the market gleaned from dealer inventory levels, industry reports about anticipated demand for our products in the upcoming sales cycle and our own estimates and assumptions in formulating our manufacturing plan for the following fiscal year.

Throughout our consumer sales cycle, which reaches its peak from March through August each year, we adjust our manufacturing activities in order to adapt to variability in demand.

Throughout our consumer sales cycle, which reaches its peak from March through August of each year, we adjust our manufacturing activities in order to adapt to variability in demand.

Dealer Network, Dealer Financing and Incentives

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To improve and expand our network and compete effectively for dealers, we regularly monitor and assess the performance of our dealers and evaluate dealer locations and geographic coverage in order to identify potential market opportunities.

Our acquisition of Cobalt and Pursuit has allowed us to expand into each of their strong dealer networks as well.

Our acquisitions of Cobalt and Pursuit has allowed us to expand into each of their strong dealer networks as well.

We intend to continue to add dealers in new territories in the United States as well as internationally, which we believe will result in increased unit sales.

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We facilitate floor plan financing programs for many of our dealers by entering into repurchase agreements with certain third-party lenders, which enable our dealers, under certain circumstances, to establish lines of credit with the third-party lenders to purchase inventory.

Under these floor plan financing programs, a dealer draws on the floor plan facility upon the purchase of our boats and the lender pays the invoice price of the boats.

For fiscal year 2019, we agreed to accept a return associated with the repurchase of eight units from the lender of two of our former dealers.

In fiscal year 2020 these boats were resold above their cost and at minimal margin loss.

In fiscal years 2018 and 2017, no units were repurchased.

Under these floor plan financing programs, a dealer draws on the floor plan facility upon the purchase of

our boats and the lender pays the invoice price of the boats.

We will continue to review and refine our dealer incentive offerings and monitor any exposures arising under these arrangements.

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We have vertically integrated a number of key components of our manufacturing process, including the manufacturing of boat trailers, towers and tower accessories, machined and billet parts, and tooling.

Most recently, we have begun the marinization of our own engines for our Malibu and Axis brands.

We believe we will successfully incorporate our engines in all Malibu and Axis models in fiscal 2020.

Since we entered into a supply agreement for engine blocks with General Motors in November 2016, we have invested approximately $18 million in this engine initiative, including the acquisition of a 70,000 square foot facility adjacent to our boat manufacturing operations in Loudon, Tennessee.

We began producing our own engines for our Malibu and Axis models.

Our engines, branded as Malibu Monsoon engines, were in Malibu and Axis boats for model year 2020.

We believe our engine marinization initiative will reduce our reliance on our previous engine suppliers for our Malibu and Axis brands while reducing the risk that a change in cost or production from any engine supplier for such brands could adversely affect our busines s.

Recently we began producing soft grip flooring for our Malibu, Axis and new Cobalt models.

Vertical integration of key components of our boats gives us the ability to increase incremental margin per boat sold by reducing our cost base and improving the efficiency of our manufacturing process.

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We continually review our manufacturing process to identify opportunities for additional vertical integration investments across our portfolio of premium brands.

Components of Results of Operations

We generate revenue from the sale of boats to our dealers.

The substantial majority of our net sales are derived from the sale of boats, including optional features included at the time of the initial wholesale purchase of the boat.

Net sales consists of the following:

• Gross sales from:

• Boat and trailer sales —consists of sales of boats and trailers to our dealer network.

Nearly all of our boat sales include optional feature upgrades purchased by the consumer, which increase the average selling price of our boats;

• Parts and other sales —consists of sales of replacement and aftermarket boat parts and accessories to our dealer network;

and consists of royalty income earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of our intellectual property.

• Net sales are net of:

• Sales returns —consists primarily of contractual repurchases of boats either repossessed by the floor plan financing provider from the dealer or returned by the dealer under our warranty program;

• Rebates, free flooring and discounts —consists of incentives, rebates and free flooring, we provide to our dealers based on sales of eligible products.

Cobalt dealers are entitled to volume-based discounts taken at the time of invoice.

For our Pursuit models, if a dealer meets its quarterly or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased from Pursuit.

For more information, see "Item 1.

Business - Dealer Management."

Cost of Sales

Our cost of sales includes all of the costs to manufacture our products, including raw materials, components, supplies, direct labor and factory overhead.

For components and accessories manufactured by third-party vendors, such costs represent the amounts invoiced by the vendors.

Shipping costs and depreciation expense related to manufacturing equipment and facilities are also included in cost of sales.

Warranty costs associated with the repair or replacement of our boats under warranty are also included in cost of sales.

Operating Expenses

Our operating expenses include selling and marketing, and general and administrative costs.

Each of these items includes personnel and related expenses, supplies, non-manufacturing overhead, third-party professional fees and various other operating expenses.

Further, selling and marketing expenditures include the cost of advertising and various promotional sales incentive programs.

Other costs include outside legal and accounting fees, investor relations, risk management (insurance) and other administrative costs.

General and administrative expenses also include product development expenses associated with our engines vertical integration initiative and acquisition or integration related expenses.

Other (Income) Expense, Net

Other (income) expense, net consists of interest expense and other income or expense, net.

Interest expense consists of interest charged under our outstanding debt, interest on our interest rate swap arrangement and change in the fair value of our interest rate swap we entered into on July 1, 2015, which matured on March 31,2020, and amortization of deferred financing costs on our credit facilities.

Other income or expense includes ad justments to our tax receivable agreement liability.

Malibu Boats, Inc.

is subject to U.S.

federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC.

The LLC is a pass-through entity for federal purposes but incurs income tax in certain state jurisdictions.

Net Income Attributable to Non-controlling Interest

As of June 30, 2020 and 2019, we had a 96.6% and 96.2% controlling economic interest and 100% voting interest in the LLC.

We consolidate the LLC's operating results for financial statement purposes.

Net income attributable to non-controlling interest represents the portion of net income attributable to the LLC members.

Results of Operations

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Fiscal Year Ended June 30,

2020 2019 2018

$ % Revenue $ % Revenue $ % Revenue

Net sales 653,163 100.0 % 684,016 100.0 % 497,002 100.0 %

Cost of sales 503,893 77.2 % 517,746 75.7 % 376,660 75.8 %

Gross profit 149,270 22.8 % 166,270 24.3 % 120,342 24.2 %

Operating expenses:

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General and administrative 39,912 6.1 % 44,256 6.5 % 31,359 6.3 %

Amortization 6,131 0.9 % 5,956 0.9 % 5,198 1.0 %

Operating income 85,310 13.0 % 98,112 14.3 % 70,067 14.1 %

Other (income) expense:

Other (2,310) (0.4) % (149) — % (24,705) (5.0) %

Interest expense 3,888 0.6 % 6,464 0.9 % 5,385 1.1 %

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Income tax provision 19,076 2.9 % 22,096 3.2 % 58,418 11.8 %

Net income 64,656 9.9 % 69,701 10.2 % 30,969 6.2 %

Net income attributable to non-controlling interest 3,094 0.5 % 3,635 0.5 % 3,356 0.7 %

Net income attributable to Malibu Boats, Inc.

61,562 9.4 % 66,066 9.7 % 27,613 5.6 %

Fiscal Year Ended June 30,

2020 2019 2018

Unit Volumes % Total Unit Volumes % Total Unit Volumes % Total

Volume by Segment

Volume by Brand

Malibu 3,980 61.8 % 4,547 61.7 % 4,060 64.5 %

Cobalt 1,956 30.3 % 2,409 32.8 % 2,232 35.5 %

508 7.9 % 406 5.5 % — — %

Total Units 6,444 7,362 6,292

Net sales per unit $ 101,360 $ 92,912 $ 78,990

(1) We acquired substantially all of the assets of Pursuit on October 15, 2018.

Comparison of the Fiscal Year Ended June 30, 2020 to the Fiscal Year Ended June 30, 2019

Net sales for fiscal year 2020 decreased $30.9 million, or 4.5%, to $653.2 million, compared to fiscal year 2019.

Unit volume for fiscal year 2020 decreased 918 units, or 12.5%, to 6,444 units compared to fiscal year 2019.

The decrease in net sales and unit volumes was driven primarily by the temporary shutdown of our facilities in the second half of fiscal year 2020 as a result of the COVID-19 pandemic.

As a result of our suspension of operations, we were not able to ship boats to our dealers during the period of shut-down, which negatively impacted our net sales for the second half of fiscal year 2020.

In addition to the pandemic, but to a lesser effect, we also had planned lower production rates at Cobalt to reduce wholesale shipments and dealer inventories that negatively impacted sales versus the prior year period.

This decrease in net sales was partially offset by a higher average selling price due to model mix and an increase in sales at Pursuit from a full year of results in fiscal year 2020 compared with nine months in fiscal year 2019 since its acquisition date on October 15, 2018.

Net sales attributable to our Malibu segment decreased $19.9 million, or 5.3%, to $354.8 million for fiscal year 2020 compared to fiscal year 2019.

Unit volumes attributable to our Malibu segment decreased 567 units for fiscal year 2020 compared to fiscal year 2019.

The decrease in net sales and unit volumes was driven by the temporary shutdown of our Loudon,

Tennessee facility in the second half of fiscal year 2020 as a result of the COVID-19 pandemic.

This decrease in Malibu net sales was partially offset primarily by our product mix of new, larger Malibu and Axis models.

Net sales from our Cobalt segment decreased $31.8 million, or 15.4%, to $174.8 million for fiscal year 2020 compared to fiscal year 2019.

Unit volumes attributable to Cobalt decreased 453 units for fiscal year 2020 compared to fiscal year 2019.

The decrease in net sales and unit volumes was driven primarily by the temporary shutdown of our Neodesha, Kansas facility in the second half of fiscal year 2020 as a result of the COVID-19 pandemic.

The decrease was partially offset by year-over-year price increases on our Cobalt models.

Net sales from our Pursuit segment increased $20.8 million, or 20.3%, to $123.6 million for fiscal year 2020 compared to fiscal year 2019.

Unit volumes attributable to Pursuit increased 102 units for fiscal year 2020 compared to fiscal year 2019.

The increase in Pursuit net sales resulted from a full year of sales from Pursuit in fiscal year 2020 compared to a partial nine months in fiscal year 2019 since our acquisition of Pursuit on October 15, 2018.

The increase in net sales and unit volumes were partially offset by the lower average selling price due to the mix of models sold and the temporary shutdown of our Fort Pierce, Florida facility in the second half of fiscal year 2020 as a result of the COVID-19 pandemic.

Our overall net sales per unit increased 9.1% to $101,360 per unit for fiscal year 2020 compared to fiscal year 2019.

Net sales per unit for our Malibu segment increased 8.2% to $89,138 per unit for fiscal year 2020 compared to fiscal year 2019, primarily driven by higher sales for new, more expensive models and optional features.

Net sales per unit for our Cobalt segment increased 4.2% to $89,350 per unit for fiscal year 2020 compared to fiscal year 2019, driven by year-over-year price increases.

Net sales per unit for our Pursuit segment decreased 3.9% to $243,358 per unit for fiscal year 2020 compared to fiscal year 2019, primarily driven by lower average selling price due to the mix of models sold.

Cost of Sales

Cost of sales for fiscal year 2020 decreased $13.9 million, or 2.7%, to $503.9 million compared to fiscal year 2019.

The decrease in cost of sales resulted primarily from lower unit volumes for Malibu, Axis and Cobalt.

The decrease in costs of sales was partially offset by incremental costs contributed by Pursuit for the full year of fiscal year 2020 compared to only nine months for fiscal year 2019 since its acquisition in October 2018 and increased costs incurred to replace engines during the United Auto Workers’ strike against General Motors.

Gross profit for fiscal year 2020 decreased $17.0 million, or 10.2%, compared to fiscal year 2019.

The decrease in gross profit was due mainly to lower unit volumes in fiscal year 2020 as described above and increased costs incurred to replace engines during the United Auto Workers’ strike against General Motors.

Gross margin decreased 150 basis points from 24.3% in fiscal 2019 to 22.8% in fiscal year 2020.

Operating Expenses

Selling and marketing expense for fiscal year 2020 remained flat at $17.9 million compared to fiscal year 2019.

As a percentage of sales, selling and marketing expense increased 20 basis points from 2.6% for fiscal year 2019 to 2.8% for fiscal year 2020.

General and administrative expense for fiscal year 2020 decreased $4.3 million, or 9.8%, to $39.9 million compared to fiscal year 2019.

The decrease in general and administrative expenses was largely due to expenses related to the acquisition of Pursuit in fiscal year 2019 that were not incurred during fiscal year 2020, partially offset by incremental general and administrative expenses attributable to Pursuit during fiscal year 2020.

As a percentage of sales, general and administrative expenses decreased 40 basis points to 6.1% for fiscal year 2020 compared to 6.5% for fiscal year 2019.

Amortization expense for fiscal year 2020 increased $0.2 million, or 2.9%, compared to fiscal year 2019, due to additional amortization from intangible assets acquired as a result of the Pursuit acquisition for the full year in fiscal year 2020.

Other (Income) Expense, Net

Other expense, net for fiscal year 2020 decreased by $4.7 million, or 75.0% to $1.6 million as compared to fiscal year 2019.

The decrease was primarily due to decreased interest expense of $2.6 million and a $1.7 million adjustment to our tax receivable agreement liability, which resulted in us recognizing a corresponding amount as other income during fiscal year 2020.

Interest expense decreased due to a lower interest rate and lower average outstanding debt during fiscal year 2020 compared to fiscal year 2019.

The adjustment to our tax receivable agreement liability was the result of a decrease in the estimated tax rate used in computing our future tax obligations and, in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement to our pre-IPO owners.

Provision for Income Taxes

Our provision for income taxes for fiscal year 2020 decreased $3.0 million, to $19.1 million compared to fiscal year 2019.

This decrease was primarily driven by lower pre-tax earnings and reduced U.S.

For fiscal year 2020, our effective tax rate of 22.8% differed from the statutory federal income tax rate of 21% primarily due to the impact of U.S.

This increase in tax rate was partially offset by the benefits of the foreign derived intangible income deduction, the research and development tax credit, a windfall benefit generated by certain stock based compensation, and the impact of non-controlling interests in the LLC.

For fiscal year 2019, our effective tax rate of 24.1% differed from the statutory federal income tax rate of 21% primarily due to the impact of U.S.

This increase was partially offset by the benefits of the foreign derived intangible income deduction, the research and development tax credit and the impact of non-controlling interests in the LLC.

Non-controlling interest

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our consolidated statements of operations and comprehensive income is computed by multiplying pre-tax income for the applicable fiscal year by the percentage ownership in the LLC not directly attributable to us.

For fiscal years 2020 and 2019, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 3.8% and 4.1%, respectively.

Comparison of the Fiscal Year Ended June 30, 2019 to the Fiscal Year Ended June 30, 2018

Net sales for fiscal year 2019 increased $187.0 million, or 37.6%, to $684.0 million, compared to fiscal year 2018.

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The increase in net sales and unit volumes was driven primarily by our acquisition of Pursuit in October 2018, as well as increased demand for our Malibu, Axis and Cobalt brands coupled with year-over-year price increases.

Net sales attributable to our Malibu U.S.

segment increased $55.8 million , or 19.0% , to $349.0 million for fiscal year 2019 compared to fiscal year 2018.

Unit volumes attributable to our Malibu U.S.

segment increased 456 units for fiscal year 2019 compared to fiscal year 2018.

The increase in net sales and unit volume for Malibu U.S.

was driven primarily by strong demand for new models and optional features, which led to a higher net sales per unit for Malibu and Axis models.

Net sales attributable to our Malibu segment increased $58.0 million, or 18.3%, to $374.6 million for fiscal year 2019 compared to fiscal year 2018.

Unit volumes attributable to our Malibu segment increased 487 units for fiscal year 2019 compared to fiscal year 2018.

The increase in net sales and unit volume for Malibu was driven primarily by strong demand for new models and optional features, which led to a higher net sales per unit for Malibu and Axis models.

Net sales was also impacted by year-over-year price increases on all of our Malibu and Axis models.

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Net sales and unit volume contributed by Pursuit since its acquisition on October 15, 2018 were $102.8 million and 406 units, respectively, for fiscal year 2019.

Net sales from our Malibu Australia segment increased $2.2 million , or 9.3% , to $25.6 million for fiscal year 2019 compared to fiscal year 2018.

Our overall net sales per unit increased 17.6% to $92,912 per unit for fiscal year 2019 compared to fiscal year 2018.

Net sales per unit for our Malibu U.S.

segment increased 6.1% to $82,837 per unit for fiscal year 2019 compared to fiscal year 2018, driven by strong demand for new models and optional features and year-over-year price increases.

Net sales per unit for our Malibu segment increased 5.6% to $82,386 per unit for fiscal year 2019 compared to fiscal year 2018, driven by strong demand for new models and optional features and year-over-year price increases.

Net sales per unit for our Cobalt segment increased 6.2% to $85,761 per unit for fiscal year 2019 compared to fiscal year 2018, driven by a favorable mix of R series models which have a higher average selling price as well as year-over-year price increases.

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Cost of sales for fiscal year 2019 increased $141.1 million, or 37.5%, to $517.7 million compared to fiscal year 2018.

The increase in cost of sales was driven primarily by incremental costs contributed by Pursuit since its acquisition in October 2018 and an increase in unit volumes at our Malibu U.S.

and Cobalt businesses.

The increase in cost of sales was driven primarily by incremental costs contributed by Pursuit since its acquisition in October 2018 and an increase in unit volumes at our Malibu, Axis and Cobalt businesses.

Gross profit for fiscal year 2019 increased $45.9 million, or 38.2%, compared to fiscal year 2018.

The increase in gross profit was due mainly to higher unit volumes in the businesses mentioned above.

Gross margin increased 10 basis points from 24.2% in fiscal 2018 to 24.3% in fiscal year 2019 due to our gross margins increasing for our comparable businesses primarily as a result of our operational efficiency initiatives offset by $0.9 million of additional expense related to the fair value step up of Pursuit inventory acquired and sold during the period.

Operating Expenses

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For fiscal year 2019 we recognized higher interest expense on our loans because of an overall higher average principal balance compared to fiscal year 2018, as a result of our $50.0 million of borrowing under our revolving credit facility to finance a portion of the purchase price for Pursuit.

This higher interest expense was partially offset by other income we recognized from an adjustment in our tax

receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and, in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

This higher interest expense was partially offset by other income we recognized from an adjustment in our tax receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and, in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

Provision for Income Taxes

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For fiscal years 2019 and 2018, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 4.1% and 5.3%, respectively.

Comparison of the Fiscal Year Ended June 30, 2018 to the Fiscal Year Ended June 30, 2017

Net sales for fiscal year 2018 increased $215.1 million, or 76.3%, to $497.0 million, compared to fiscal year 2017.

Unit volume for fiscal year 2018 increased 2,477 units, or 64.9%, to 6,292 units compared to fiscal year 2017.

The increase in net sales and unit volumes was driven primarily by our acquisition of Cobalt in July 2017.

Net sales and unit volumes attributable to Cobalt were $180.3 million and 2,232 units, respectively, for fiscal year 2018.

Net sales attributable to our Malibu U.S.

segment increased $34.3 million, or 13.2%, to $293.2 million for fiscal year 2018 compared to fiscal year 2017.

Unit volumes attributable to our Malibu U.S.

segment increased 252 units for fiscal year 2018 compared to fiscal year 2017.

The increase in net sales and unit volume for our Malibu U.S.

segment was driven primarily by continued strong demand for our new and larger models such as the Malibu Wakesetter 23 LSV and Axis A24.

Net sales from our Malibu Australia segment increased $0.5 million, or 2.0%, to $23.4 million for fiscal year 2018 compared to fiscal year 2017.

Our overall net sales per unit increased 6.9% to $78,990 per unit for fiscal year 2018 compared to fiscal year 2017.

Net sales per unit for our Malibu U.S.

segment increased 5.7% to $78,052 per unit for fiscal year 2018 compared to fiscal year 2017, driven by mix of new and premium models sold, strong demand for optional features and year over year price increases.

Net sales per unit for our Cobalt segment was $80,786 per unit for the fiscal year 2018.

Cost of Sales

Cost of sales for fiscal year 2018 increased $169.8 million, or 82.1%, to $376.7 million compared to fiscal year 2017.

The increase in cost of sales was driven primarily by our acquisition of Cobalt in July 2017 and an increase in unit volumes at our Malibu U.S.

Gross profit for fiscal year 2018 increased $45.3 million, or 60.4%, compared to fiscal year 2017.

The increase in gross profit was due mainly to higher unit volumes attributable to our acquisition of Cobalt and our Malibu U.S.

business mentioned above.

Gross margin decreased 240 basis points from 26.6% in fiscal 2017 to 24.2% in fiscal year 2018 due to the acquisition of Cobalt, which included $1.5 million of additional expense related to the fair value step up of inventory acquired and sold during the period.

Operating Expenses

Selling and marketing expense for fiscal year 2018 increased $5.1 million, or 59.2%, to $13.7 million compared to fiscal year 2017 primarily due to the acquisition of Cobalt.

As a percentage of sales, selling and marketing expense decreased 30 basis points from 3.1% for fiscal year 2017 to 2.8% for fiscal year 2018.

General and administrative expense for fiscal year 2018 increased $6.6 million, or 26.5%, to $31.4 million compared to fiscal year 2017.

The increase in general and administrative expenses was largely due to higher general and administrative expenses attributable to Cobalt, which we acquired in July 2017, and higher development costs associated with our engines vertical integration initiative, and partially offset by lower acquisition related expenses and legal expenses related to previously settled litigation in fiscal year 2017.

As a percentage of sales, general and administrative expenses decreased 250 basis points to 6.3% for the for fiscal year 2018 compared to fiscal year 2017.

Amortization expense for fiscal year 2018 increased $3.0 million, or 136.5%, compared to fiscal year 2017, due to additional amortization from intangible assets acquired as a result of the Cobalt acquisition.

Other (Income) Expense, Net

Other (income) expense, net for fiscal year 2018 increased $10.1 million to $19.3 million of income compared to fiscal year 2017.

The increase in other (income) expense, net was primarily due to a $24.6 million reduction in our tax receivable agreement liability, which resulted in us recognizing a corresponding amount as other income.

The reduction of our tax receivable agreement liability primarily resulted from a decrease in the estimated tax rate used in computing our future tax obligations as a result of the Tax Act, which, in turn, decreased the future tax benefit we expect to realize related to our increased tax basis from previous sales and exchanges of LLC Units by our pre-IPO owners.

Our increase in other (income) expense, net was partially offset by the write-off of $0.8 million in deferred financing costs due to our optional prepayment of $50.0 million on our term loan in August 2017 and higher interest expense on our term loan, which had an overall higher average principal balance for fiscal year 2018 compared to fiscal year 2017.

Provision for Income Taxes

Our provision for income taxes for fiscal year 2018 increased $40.8 million, to $58.4 million compared to fiscal year 2017.

As a result of the enactment of the Tax Act and new statutory rates effective as of January 1, 2018, our blended statutory tax rate for fiscal year 2018 is approximately 28%.

For fiscal year 2018, we also recorded a non-cash adjustment to income tax expense of $44.5 million for the remeasurement of deferred taxes on the enactment date of the Tax Act and deferred tax impact related to the reduction in the tax receivable agreement liability.

Our reported effective tax rate was 65.4% for fiscal year 2018 compared to 36.2% for fiscal year 2017.

The reported effective tax rate differs from the statutory federal income tax rate of approximately 28% primarily due to the impact of the Tax Act previously mentioned and the impact of the additional jurisdictions in which we are taxed as a result of the Cobalt acquisition.

Our effective tax rate was also impacted by, to a lesser extent, the impact of non-controlling interests in the LLC, state income taxes attributable to the LLC, and the benefit of deductions under Section 199 of the Internal Revenue Code.

Non-controlling interest

For fiscal years 2018 and 2017, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 5.3% and 7.0%, respectively.

GAAP Reconciliation of Non-GAAP Financial Measures

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Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are used by management as well as by investors, commercial bankers, industry analysts and other users of our financial statements.

We define adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization and non-cash, non-recurring or non-operating expenses, including certain professional fees, litigation related expenses, acquisition and integration related expenses, non-cash compensation expense, expenses related to our engine development initiative, and adjustments to our tax receivable agreement liability.

We define adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization and non-cash, non-recurring or non-operating expenses, including certain professional fees, acquisition and integration related expenses, non- cash compensation expense, expenses related to our engine development initiative, expenses related to interruption to our engine supply during the labor strike by UAW against General Motors and adjustments to our tax receivable agreement liability.

We define adjusted EBITDA margin as adjusted EBITDA divided by net sales.

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Fiscal Year Ended June 30,

2020 2019 2018

Net income $ 64,656 $ 69,701 $ 30,969

Income tax provision 1

19,076 22,096 58,418

Interest expense 3,888 6,464 5,385

Depreciation 12,249 10,004 7,656

Amortization 6,131 5,956 5,198

Professional fees and litigation settlements 2

Marine Power litigation judgment 3

Acquisition and integration related expenses 3

— 5,245 2,859

Stock-based compensation expense 4

3,042 2,607 1,973

UAW strike impact 5

Engine development 6

— 3,186 4,871

Adjustment to tax receivable agreement liability 7

(1,672) (103) (24,637)

Adjusted EBITDA $ 110,947 $ 125,895 $ 92,718

Adjusted EBITDA margin 17.0 % 18.4 % 18.7 %

Provision for income taxes for fiscal year 2019 and 2018 reflects the impact of the Tax Act adopted in December 2017, which among other items, lowered the U.S.

(1) Provision for income taxes for fiscal years 2020, 2019 and 2018 reflect the impact of the Tax Act adopted in December 2017, which among other items, lowered the U.S.

corporate income tax rate from 35% to 21%, effective January 1, 2018.

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Refer to Note 13 of our consolidated financial statements included elsewhere in this Annual Report.

For fiscal year 2019, represents legal and advisory fees related to our litigation with Skier's Choice, Inc.

For fiscal year 2018 and 2017, represents legal and advisory fees related to our litigation with MasterCraft offset by the settlement received from them in connection with the Mastercraft Settlement and License Agreement entered into on May 2, 2017.

For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.

Represents a reduction of a charge initially recorded in fiscal year 2016 related to a judgment rendered against us in connection with a lawsuit by Marine Power, a former engine supplier, on August 18, 2016 to $2.2 million, the amount ultimately settled and paid in the fourth quarter of fiscal year 2017.

(2) For fiscal years 2020 and 2019, represents legal and advisory fees related to our litigation with Skier's Choice, Inc.

For fiscal year 2018, represents legal and advisory fees related to our litigation with MasterCraft.

For more information, refer to Note 18 of our consolidated financial statements included elsewhere in this Annual Report.

1 unchanged sentence

For fiscal year 2018, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit and our acquisition of Cobalt on July 6, 2017.

For fiscal year 2017, represents legal and advisory fees incurred in connection with our acquisition of Cobalt.

Integration related expenses for fiscal year 2019 include post-acquisition adjustments to cost of goods sold of $0.9 million for the fair value step up of Pursuit inventory acquired, most of which was sold during the second quarter of fiscal year 2019.

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For more information, refer to Note 16 of our consolidated financial statements included elsewhere in this Annual Report.

(5) For fiscal year 2020, represents costs incurred in connection with interruption to our engine supply during the UAW strike against General Motors.

We purchase engines from General Motors LLC that we then prepare for marine use for our Malibu and Axis boats.

During the UAW strike, General Motors suspended delivery of engine blocks to us and we incurred costs by entering into purchase agreements with two suppliers for additional engines to supplement our inventory of engine blocks for Malibu and Axis boats.

(6) Represents costs incurred in connection with our vertical integration of engines including product development costs and supplier transition performance incentives.

For fiscal year 2019, we recognized other income from an adjustment in our tax receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

The rate decrease was mainly offset by an increase to other expense for tax receivable agreement liability derived by future tax benefits from Tennessee net operating losses at Malibu Boats, Inc.

For fiscal year 2018 and 2017, we recognized other income as a result of a decrease in our estimated tax receivable agreement liability.

(7) For fiscal years 2020 and 2019, we recognized other income from an adjustment in our tax receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

For fiscal year 2019, the rate decrease was mainly offset by an increase to other expense for tax receivable agreement liability derived by future tax benefits from Tennessee net operating losses at Malibu Boats, Inc.

For fiscal year 2018, we recognized other income as a result of a decrease in our estimated tax receivable agreement liability.

The reduction in our tax receivable agreement liability resulted primarily from the adoption of the Tax Act during the second quarter of fiscal year 2018, which decreased the estimated tax rate used in computing our future tax obligations and, in turn, decreased the future tax benefit we expect to realize related to increased tax basis from previous sales and exchanges of LLC Units by our pre-IPO owners.

For fiscal year 2017, represents a decrease in the estimated tax receivable agreement liability stemming from the tax legislation in Tennessee enacted during the fourth quarter of fiscal year 2017 that reduced the tax rate applied in computing the future benefit expected to be realized by us on increased tax basis from previous sales and exchanges of LLC Units by the pre-IPO owners.

Refer to Note 12 of our consolidated financial statements included elsewhere in this Annual Report.

Adjusted Fully Distributed Net Income

We define Adjusted Fully Distributed Net Income as net income attributable to Malibu (i) excluding income tax expense, (ii) excluding the effect of non-recurring or non-cash items, (iii) assuming the exchange of all LLC units into shares of Class A Common Stock, which results in the elimination of non-controlling interest in the LLC, and (iv) reflecting an adjustment for income tax expense on fully distributed net income before income taxes at our estimated effective income tax rate.

We define Adjusted Fully Distributed Net Income as net income attributable to Malibu Boats, Inc.

(i) excluding income tax expense, (ii) excluding the effect of non-recurring or non-cash items, (iii) assuming the exchange of all LLC units into shares of Class A Common Stock, which results in the elimination of non-controlling interest in the LLC, and (iv) reflecting an adjustment for income tax expense on fully distributed net income before income taxes at our estimated effective income tax rate.

Adjusted Fully Distributed Net Income is a non-GAAP financial measure because it represents net income attributable to Malibu Boats, Inc., before non-recurring or non-cash items and the effects of non-controlling interests in the LLC.

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Fiscal Year Ended June 30,

2020 2019 2018

Reconciliation of numerator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock:

Net income attributable to Malibu Boats, Inc.

$ 61,562 $ 66,066 $ 27,613

Income tax provision 1

19,076 22,096 58,418

Professional fees and litigation settlements 2

Marine Power litigation judgment 3

Acquisition and integration related expenses 3

4,262 9,506 5,719

Fair value adjustment for interest rate swap 4

Stock-based compensation expense 5

3,042 2,607 1,973

Engine development 6

— 3,186 4,871

UAW strike impact 7

Adjustment to tax receivable agreement liability 8

(1,672) (103) (24,637)

Net income attributable to non-controlling interest 9

3,094 3,635 3,356

Fully distributed net income before income taxes 93,009 108,082 76,970

Income tax expense on fully distributed income before income taxes 10

21,857 26,048 20,908

Adjusted Fully Distributed Net Income $ 71,152 $ 82,034 $ 56,062

Fiscal Year Ended June 30,

2020 2019 2018

Reconciliation of denominator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock:

Weighted average shares outstanding of Class A Common Stock used for basic net income per share:

20,662,750 20,832,445 20,189,879

Adjustments to weighted average shares of Class A Common Stock:

Weighted-average LLC units held by non-controlling unit holders 12

806,943 880,144 1,138,917

Weighted-average unvested restricted stock awards issued to management 13

155,433 130,520 132,673

Adjusted weighted average shares of Class A Common Stock outstanding used in computing Adjusted Fully Distributed Net Income per Share of Class A Common Stock:

21,625,126 21,843,109 21,461,469

The following table shows the reconciliation of net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock for the periods presented:

Fiscal Year Ended June 30,

2020 2019 2018

Net income available to Class A Common Stock per share $ 2.98 $ 3.17 $ 1.37

1 unchanged sentence

Income tax provision 1

0.92 1.06 2.89

Professional fees and litigation settlements 2

Marine Power litigation judgment 3

Acquisition and integration related expenses 3

0.21 0.46 0.28

Fair value adjustment for interest rate swap 4

— 0.02 (0.02)

Stock-based compensation expense 5

0.15 0.13 0.10

Engine development 6

UAW strike impact 7

Adjustment to tax receivable agreement liability 8

(0.08) — (1.22)

Net income attributable to non-controlling interest 9

0.15 0.17 0.17

Fully distributed net income per share before income taxes 4.50 5.20 3.81

Impact of income tax expense on fully distributed income before income taxes 10

(1.06) (1.25) (1.04)

Impact of increased share count 14

(0.15) (0.19) (0.17)

Adjusted Fully Distributed Net Income per Share of Class A Common Stock $ 3.29 $ 3.76 $ 2.60

Provision for income taxes for fiscal year 2019 and 2018 reflects the impact of the Tax Act adopted in December 2017, which among other items, lowered the U.S.

(1) Provision for income taxes for fiscal years 2020, 2019 and 2018 reflect the impact of the Tax Act adopted in December 2017, which among other items, lowered the U.S.

corporate income tax rate from 35% to 21%, effective January 1, 2018.

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Refer to Note 13 of our consolidated financial statements included elsewhere in this Annual Report.

For fiscal year 2019, represents legal and advisory fees related to our litigation with Skier's Choice, Inc.

For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.

(2) For fiscal years 2020 and 2019, represents legal and advisory fees related to our litigation with Skier's Choice, Inc.

For fiscal year 2018, represents legal and advisory fees related to our litigation with MasterCraft.

For more information, refer to Note 18 of our consolidated financial statements included elsewhere in this Annual Report.

(3) For fiscal year 2020 represents amortization of intangibles acquired in connection with the acquisition of Pursuit and Cobalt.

For fiscal year 2019, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit on October 15, 2018.

For fiscal year 2018, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit and our acquisition of Cobalt on July 6, 2017.

For fiscal year 2017, represents legal and advisory fees incurred in connection with our acquisition of Cobalt.

Integration related expenses for fiscal year 2019 include post-acquisition adjustments to cost of goods sold of $0.9 million for the fair value step up of inventory acquired, most of which was sold during the second quarter of fiscal year 2019 and $1.3 million in depreciation and amortization associated with our fair value step up of property, plant and equipment and intangibles acquired in connection with the acquisition of Pursuit.

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(4) Represents the change in the fair value of our interest rate swap entered into on July 1, 2015.

The swap matured on March 31, 2020.

(5) Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc.

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(6) Represents costs incurred in connection with our vertical integration of engines including product development costs and supplier transition performance incentives.

The rate decrease was mainly offset by an increase to other expense for tax receivable agreement liability derived by future tax benefits from Tennessee net operating losses at Malibu Boats, Inc.

For fiscal year 2018 and 2017, we recognized other income as a result of a decrease in our estimated tax receivable agreement liability.

(7) For fiscal year 2020, represents costs incurred in connection with interruption to our engine supply during the UAW strike against General Motors.

We purchase engines from General Motors LLC that we then prepare for marine use for our Malibu and Axis boats.

(8) For fiscal years 2020 and 2019, we recognized other income from an adjustment in our tax receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

For fiscal 2019, the rate decrease was mainly offset by an increase to other expense for tax receivable agreement liability derived by future tax benefits from Tennessee net operating losses at Malibu Boats, Inc.

For fiscal year 2018, we recognized other income as a result of a decrease in our estimated tax receivable agreement liability.

For fiscal year 2017, represents a decrease in the estimated tax receivable agreement liability stemming from tax legislation in Tennessee enacted during the fourth quarter of fiscal 2017 that reduced the tax rate applied in computing the future benefit expected to be realized by us on increased tax basis from previous sales and exchanges of LLC Units by the pre-IPO owners.

Refer to Note 12 of our consolidated financial statements included elsewhere in this Annual Report.

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(10) Reflects income tax expense at an estimated normalized annual effective income tax rate of 23.5% of income before taxes for fiscal year 2020, 24.1% of income before taxes for fiscal year 2019 and 27.2% of income before income taxes for fiscal year 2018, in each case assuming the conversion of all LLC Units into shares of Class A Common Stock.

The estimated normalized annual effective income tax rate for fiscal year 2020 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit, the foreign derived intangible income deduction, and foreign income taxes attributable to our Australian subsidiary.

The estimated normalized annual effective income tax rate for fiscal year 2019 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit and foreign income taxes attributable to our Australian subsidiary.

The estimated normalized effective income tax rate for fiscal years 2018 and 2017 is based on the federal statutory rate plus a blended state rate adjusted for deductions under Section 199 of the Internal Revenue Code, state taxes attributable to the LLC, and foreign income taxes attributable to our Australian subsidiary.

The difference in weighted average shares outstanding for fiscal years 2018 and 2017, relates to the difference in the weighting of shares outstanding of Class A common stock during this period for the calculation of basic net income per share for our financial statements and basic net income per share for adjusted fully distributed net income.

The estimated normalized effective income tax rate for fiscal year 2018 is based on the federal statutory rate plus a blended state rate adjusted for deductions under Section 199 of the Internal Revenue Code, state taxes attributable to the LLC, and foreign income taxes attributable to our Australian subsidiary.

(11) The difference in weighted average shares outstanding for fiscal year 2018, relates to the difference in the weighting of shares outstanding of Class A Common Stock during this period for the calculation of basic net income per share for our financial statements and basic net income per share for adjusted fully distributed net income.

(12) Represents the weighted average shares outstanding of LLC Units held by non-controlling interests assuming they were exchanged into Class A Common Stock on a one-for-one basis.

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Our primary sources of funds are cash provided by operating activities and borrowings under our credit agreement.

Our primary use of funds has been for acquisitions, repayments under our debt arrangements, capital investments, cash distributions

Our primary use of funds has been for capital investments, repayments under our debt arrangements, acquisitions, cash distributions

to members of the LLC and cash payments under our tax receivable agreement.

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Fiscal Year Ended June 30,

2020 2019 2018

Total cash provided by (used in):

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Impact of currency exchange rates on cash balances (29) (95) —

(Decrease) increase in cash

Increase (decrease) in cash $ 6,395 $ (34,231) $ 28,801

Comparison of the Fiscal Year Ended June 30, 2020 to the Fiscal Year Ended June 30, 2019

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Net cash from operating activities was $94.1 million for fiscal year 2020, compared to $81.5 million for the same period in 2019, an increase of $12.6 million.

The increase in cash provided by operating activities primarily resulted from a net increase in operating assets and liabilities of $13.0 million related to the timing of collections of accounts receivables, payments for accruals and payables, and purchases of inventory and an increase of $4.6 million in non-cash items primarily related to depreciation, amortization, deferred tax assets and non-cash compensation offset by a $5.0 million decrease in net income.

Investing Activities

Net cash used for investing activities was $40.4 million for fiscal year 2020 compared to $118.0 million for the same period in 2019, a decrease of $77.6 million.

The decrease in cash used for investing activities was primarily related to the purchase price paid for Pursuit in October 2018, partially offset by an increase in capital expenditures in fiscal year 2020 consisting of normal purchases for manufacturing infrastructure, molds, and equipment and expansion activities at Cobalt and Pursuit.

Financing Activities

Net cash used by financing activities was $47.3 million for fiscal year 2020 compared to net cash provided by financing activities of $2.4 million for fiscal year 2019, a change of $49.7 million.

During fiscal year 2020, we received $103.8 million in proceeds from our credit facility primarily to provide financial flexibility in light of the current uncertainty resulting from the COVID-19 pandemic.

We repaid $110 million of revolving debt and we repurchased $13.8 million of our Class A Common Stock under our previously announced stock repurchase program.

We also paid $1.8 million in distributions to LLC unit holders and $0.8 million on taxes for shares withheld on restricted stock vestings and we received $0.4 million in proceeds from the exercise of stock options during fiscal year 2020.

During fiscal year 2019, we received $55.0 million in proceeds from our credit facility primarily to fund the acquisition of Pursuit, which we subsequently repaid during the same fiscal year.

We also converted $35.0 million from term debt to our revolving credit facility in May 2019.

We also paid $1.8 million in distributions to LLC unit holders and $1.2 million on taxes for shares withheld on restricted stock vestings and we received $0.7 million proceeds from the exercise of stock options.

Comparison of the Fiscal Year Ended June 30, 2019 to the Fiscal Year Ended June 30, 2018

Operating Activities

Net cash from operating activities was $81.5 million for fiscal year 2019, compared to $58.5 million for the same period in 2018, an increase of $23.0 million.

The increase in cash provided by operating activities primarily resulted from an increase in net income of $38.7 million, partially offset by a lower amount of non-cash expenses included in net income and an increase in the net use of cash related to the timing of collections of accounts receivables, payments for accruals and payables, and purchases of inventory.

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Net cash used for investing activities was $118.0 million for fiscal year 2019 compared to $135.9 million for the same period in 2018, a decrease of $17.8 million.

The decrease in cash used for investing activities was primarily related to the lower purchase price paid for Pursuit in October 2018 compared to the purchase price paid for Cobalt in July 2017, partially offset by an increase in capital expenditures consisting of normal purchases for manufacturing infrastructure and expansion activities, molds, and equipment.

an increase in capital expenditures consisting of normal purchases for manufacturing infrastructure and expansion activities, molds, and equipment.

Financing Activities

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In addition, during the fiscal year 2018, we paid $1.6 million in distributions to LLC unit holders.

Comparison of the Fiscal Year Ended June 30, 2018 to the Fiscal Year Ended June 30, 2017

Operating Activities

Net cash from operating activities was $58.5 million for fiscal year 2018, compared to $35.9 million for the same period in 2017, an increase of $22.6 million.

The increase in cash provided by operating activities primarily resulted from an increase in non-cash items included in net income, including a non-cash adjustment to our deferred tax assets, offset by a non-cash adjustment to our tax receivable agreement liability and a decrease in operating assets and liabilities of $7.5 million related to the timing of collections of accounts receivables, payments for accruals and payables, and purchases of inventory.

Investing Activities

Net cash used for investing activities was $135.9 million for fiscal year 2018 compared to $9.2 million for the same period in 2017, an increase of $126.7 million.

The increase in cash used for investing activities for fiscal year 2018 was primarily related to our acquisition of Cobalt in July 2017, for cash consideration of $125.6 million, net of cash on hand.

Remaining capital outlays consisted of normal purchases for manufacturing infrastructure and expansion activities, molds, and equipment.

Financing Activities

Net cash provided by financing activities was $106.2 million for fiscal year 2018 compared to net cash used in financing activities of $19.7 million for fiscal year 2017, an increase in cash of $125.9 million.

During the fiscal year 2018, we received proceeds of $105.0 million from our credit facility to fund the acquisition of Cobalt and $55.3 million in proceeds from our equity offering, which we used to repay $50.0 million on our outstanding term debt.

In connection with the term debt and equity offering, we paid $1.1 million and $0.7 million in legal and advisory costs, respectively.

In addition, during the fiscal year 2018, we paid $1.6 million in distributions to LLC unit holders.

Loans and Commitments

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As of June 30, 2020, we had $8.8 million outstanding under our revolving credit facility and $1.2 million in outstanding letters of credit.

On March 19, 2020, we elected to draw the then remaining available funds of $98.8 million from the revolving credit facility.

In June 2020, we repaid $110.0 million on the revolving credit facility.

The revolving credit facility matures on July 1, 2024 and the term loan matures on July 1, 2022.

The revolving credit facility and term loan are governed by a credit agreement with Malibu Boats, LLC (“Boats LLC”) as the borrower and SunTrust Bank, as the administrative agent, swingline lender and issuing bank.

The obligations of Boats LLC under the credit agreement are guaranteed by Malibu Boats Holdings, LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the Malibu Boats Holdings LLC, Boats LLC and such subsidiary guarantors.

The revolving credit facility and term loan are governed by a credit agreement (the “Credit Agreement”) with Malibu Boats, LLC (“Boats LLC”) as the borrower and Truist Financial Corp.

(previously known as SunTrust Bank), as the administrative agent, swingline lender and issuing bank.

The obligations of Boats LLC under the Credit Agreement are guaranteed by the LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the LLC, Boats LLC and such subsidiary guarantors.

Malibu Boats, Inc.

is not a party to the Credit Agreement.

Borrowings under our credit agreement bear interest at a rate equal to either, at our option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month LIBOR plus 1% (the “Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 1.25% to 2.25% with respect to LIBOR borrowings and 0.25% to 1.25% with respect to Base Rate borrowings.

The applicable margin will be based upon the consolidated leverage ratio of Malibu Boats Holdings, LLC and its subsidiaries calculated on a consolidated basis.

As of June 30, 2019, the interest rate on our term loan and revolving credit facility was 3.65%.

We are required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.20% to 0.40% per annum, depending on Malibu Boats Holdings, LLC’s and its subsidiaries’ consolidated leverage ratio.

Borrowings under the Credit Agreement bear interest at a rate equal to either, at our option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month LIBOR plus 1% (the “Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 1.25% to 2.25% with respect to LIBOR borrowings and 0.25% to 1.25% with respect to Base Rate borrowings.

The applicable margin will be based upon the consolidated leverage ratio of the LLC and its subsidiaries calculated on a consolidated basis.

As of June 30, 2020, the interest rate on the term loan and revolving credit facility wa s 1.66%.

We are required to pay a commitment fee for any unused portion of the revolving credit facility which will range from 0.20% to 0.40% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

The Credit Agreement permits prepayment of the term loan without any penalties.

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The Credit Agreement is also subject to prepayments from the net cash proceeds received by Boats LLC or any guarantors from certain asset sales and recovery events, subject to certain reinvestment rights, and from excess cash flow, subject to the terms and conditions of the credit agreement.

As of June 30, 2019, the outstanding principal amount of our term loan and revolving credit facility was $115.0 million.

As of June 30, 2020, the outstanding principal amount of the term loan and revolving credit facility was $83.8 million.

The Credit Agreement contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as the occurrence of any event of default, or pending or threatened litigation.

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The Credit Agreement contains certain restrictive covenants, which, among other things, place limits on certain activities of the loan parties under the Credit Agreement, such as the incurrence of additional indebtedness and additional liens on property and limit the future payment of dividends or distributions.

For example, the credit agreement generally prohibits Malibu Boats Holdings, LLC, Boats LLC and the subsidiary guarantors from paying dividends or making distributions, including to the Company.

The credit facility permits, however, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments that are required under the LLC’s tax receivable agreement, (iii) purchase of stock or stock options of the LLC from former officers, directors or employees of loan parties or payments pursuant to stock option and other benefit plans up to $2.0 million in any fiscal year, and (iv) share repurchase payments up to $35.0 million in any fiscal year subject to one-year carry forward and compliance with other financial covenants.

For example, the Credit Agreement generally prohibits Malibu Boats Holdings, LLC, Boats LLC and the subsidiary guarantors from paying dividends or making distributions, including to us.

other financial covenants.

In addition, the LLC may make dividends and distributions of up to $10.0 million in any fiscal year, subject to compliance with other financial covenants.

Potential Impact of LIBOR Transition

The Chief Executive of the U.K.

Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate, or LIBOR, has announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021.

That announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

Moreover, it is possible that LIBOR will be discontinued or modified prior to 2021.

All of our $83.8 million of debt outstanding under our Credit Agreement as of June 30, 2020 bears interest at a floating rate that uses LIBOR as the applicable reference rate to calculate the interest.

Our Credit Agreement provides that, if the administrative agent has determined that adequate means do not exist for ascertaining LIBOR or that LIBOR does not adequately and fairly reflect the cost to lenders for making, funding or maintaining their loans, then all of our outstanding loans under the Credit Agreement will be converted into loans that accrue interest at the alternative Base Rate described above under “Loans and Commitments” on the last day of such interest period that determination is made.

Further, the lenders under our Credit Agreement will no longer be obligated to make loans using LIBOR as the applicable reference rate.

In addition, our tax receivable agreement provides that, if for any reason the LLC is not able to make a tax distribution in an amount that is sufficient to make any required payment under the tax receivable agreement or we otherwise lack sufficient funds, interest would accrue on any unpaid amounts at LIBOR plus 500 basis points until they are paid.

Our tax receivable agreement, however, does not provide for an alternative reference rate to LIBOR and, while we do not currently anticipate failing to pay any amounts owed under our tax receivable agreement, it is unclear how we would determine interest on any such amounts should we fail to pay as required under our tax receivable agreement.

If the rate used to calculate interest on our outstanding floating rate debt under our Credit Agreement that currently uses LIBOR were to increase by 1.0% either as a result of an increase in LIBOR or the result of the use of the alternative Base Rate, we would expect to incur additional interest expense on such indebtedness as of June 30, 2020 of approximately $0.8 million on an annualized basis.

While we do not expect the potential impact of any LIBOR transition to have a material effect on our financial results based on our currently outstanding debt, uncertainty as to the nature of potential changes to LIBOR, fallback provisions, alternative reference rates or other reforms could adversely impact our interest expense on our floating rate debt that currently uses LIBOR as the applicable reference rate.

In addition, any alternative reference rates to LIBOR may result in interest that does not correlate over time with the payments that would have been made on our indebtedness if LIBOR was available in its current form.

Further, the discontinuance or modification of LIBOR and uncertainty of an alternative reference rate may result in the increase in the cost of future indebtedness, which could have a material adverse effect on our financial condition, cash flow and results of operations.

We intend to closely monitor the financial markets and the use of fallback provisions and alternative reference rates in 2020 in anticipation of the discontinuance or modification of LIBOR by the end of 2021.

Future Liquidity Needs and Capital Expenditures

Management believes that our existing cash, borrowing capacity under our revolving credit facility and cash flows from operations will be sufficient to fund our operations for the next 12 months.

Our future capital requirements will depend on

many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations.

Factors impacting our cash flow from operations include, but are not limited to, our growth rate and the timing and extent of operating expenses.

Management believes that our existing cash and cash flows from operations will be sufficient to fund our operations for the next 12 months.

We estimate that approximately $3.6 million will be due under the tax receivable agreement within the next 12 months.

In accordance with the tax receivable agreement, the next payment is anticipated to occur approximately 75 days after filing the federal tax return which is due on April 15, 2021.

Management expects minimal effect on our future liquidity and capital resources.

Our future capital requirements will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are more uncertain as a result of the COVID-19 pandemic and its impact on the general economy.

Our liquidity needs during this uncertain time will depend on multiple factors, including our ability to continue operations and production of boats, the COVID-19 pandemic’s effects on our dealers, suppliers and retail customers, the availability of sufficient amounts of financing, and our operating performance.

Stock Repurchase Program

On June 18, 2019, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $35.0 million of our Class A Common Stock and the LLC's LLC Units (the “Repurchase Program”) for the period from July 1, 2019 to July 1, 2020.

During the fiscal year ended June 30, 2020, we repurchased 483,679 shares of Class A Common Stock for $13.8 million in cash including related fees and expenses.

This repurchase program expired on July 1, 2020.

On August 27, 2020, our Board of Directors authorized a new stock repurchase program for the repurchase of up to $50.0 million of Class A Common Stock and the LLC Units for the period from September 2, 2020 to July 1, 2021.

No shares have been repurchased under the New Repurchase Program.

Capital Resources

Management expects our capital expenditures for fiscal year 2020 to be higher than our 2019 capital expenditures primarily driven by facility expansion projects at Cobalt and Pursuit.

In addition, capital expenditures for fiscal year 2020 are expected to consist primarily of the completion of ongoing projects, new tooling, and expenditures to increase production capacity to accommodate future growth.

With respect to our engine vertical integration strategy, we had invested approximately $18.0 million through fiscal year 2019 and do not expect to incur additional capital expenditures of significance related to this initiative.

Management expects our capital expenditures for fiscal year 2021 to be less than our capital expenditures for fiscal year 2020 primarily driven by facility expansion projects at Cobalt and Pursuit completed in fiscal year 2020.

Capital expenditures for fiscal year 2021 are expected to consist primarily of the completion of ongoing projects, new tooling, and expenditures to increase production capacity to accommodate future growth.

Off-Balance Sheet Arrangements

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Payments Due by Period

Less than 1 Year

More than 5 Years

Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years

(In thousands)

Long-term debt 1

$ 83,800 $ — $ 75,000 $ 8,800 $ —

Interest expense 2

3,011 1,370 1,497 144 —

Operating leases 3

18,273 2,548 4,833 4,878 6,014

Purchase obligations 4

61,615 61,615 — — —

Payments pursuant to tax receivable agreement 5

49,665 3,589 7,586 8,063 30,427

Total $ 216,364 $ 69,122 $ 88,916 $ 21,885 $ 36,441

(1) Principal payments on our outstanding bank debt per terms of our Credit Agreement, which is comprised of a $75.0 million term loan and $120.0 million revolving credit facility, of which $8.8 million was outstanding as of June 30, 2020.

Assumes no additional borrowings or repayments under our revolving credit facility prior to its maturity.

The term loan will mature on July 1, 2022 and the revolving credit facility will mature on July 1, 2024.

The term loan matures on July 1, 2022 and the revolving credit facility matures on July 1, 2024.

(2) Interest payments on our outstanding term loan and revolving credit facility under our credit agreement.

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We have calculated future interest obligations based on the interest rate for our term loan and revolving credit facility as of June 30, 2020.

We sold our two primary manufacturing and office facilities for a total of $18.3 million in 2008, which resulted in a gain of $0.7 million.

Simultaneous with the sale, we entered into an agreement to lease back the buildings for an initial term of 20 years.

The net gain of $0.2 million has been deferred and is being amortized in proportion to rent charged over the initial lease term.

(3) Pursuant to the adoption of ASC Topic 842, Leases, as of July 1, 2019 our lease liability for all leases with terms greater than 12 months as represented on the balance sheet respective of maturity.

(4) As part of the normal course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs.

The orders are expected to be purchased throughout fiscal year 2021.

We also have agreements with General Motors and Yamaha for the supply of engines and outboard motors, respectively.

We are not required to purchase any minimum amount of engines under our agreement with General Motors, which is scheduled to expire on November 14, 2023.

We would be required to pay damages to Yamaha if we do not meet pre-approved purchase volume targets for each year of the agreement and for the entire term of the agreement with Yamaha, which is scheduled to expire on June 30, 2023.

We have only included in the table above purchases of engines and outboard motors from General Motors and Yamaha, respectively, for which purchase orders have been accepted by General Motors or Yamaha, as applicable.

Reflects amounts owed under our tax receivable agreement that we entered into with our pre-IPO owners at the time of our IPO.

Under the tax receivable agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S.

(5) Reflects amounts owed under our tax receivables agreement that we entered into with our pre-IPO owners at the time of our IPO.

Under the tax receivables agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement.

These obligations will not be paid if we do not realize cash tax savings.

The amounts owed reflect adjustments in the tax receivable agreement liability as a result of the passage of the Tax Act in December 2017.

Our dealers have arrangements with certain finance companies to provide secured floor plan financing for the purchase of our products.

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We have agreed to repurchase products repossessed by the finance companies if a dealer defaults on its debt obligations to a finance company and the boat is returned to us, subject to certain limitations.

Our financial exposure under these agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product.

During fiscal year 2019 we agreed to accept a return associated with the repurchase of eight units sold in fiscal 2019 from the lender of two of our former dealers.

In fiscal 2020 these boats were resold above their cost and at minimal margin loss.

In 2018 and 2017, no units were repurchased.

Our financial exposure under these agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the

amount received on the resale of the repossessed product.

For fiscal year 2020, we repurchased two units from a lender of one of our former dealers and those units were subsequently resold in fiscal year 2020 above their cost and at a minimal margin loss.

For fiscal year 2019, we repurchased eight units from a lender of two of our former dealers and those units were subsequently resold in fiscal year 2020 above their cost and at minimal margin loss.

For fiscal year 2018, we did not repurchase any units under our repurchase agreements .

An adverse change in retail sales could require us to repurchase repossessed units upon an event of default by any of our dealers, subject to the annual limitation.

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Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.

These principles require us to make estimates and judgments

that affect the reported amounts of assets, liabilities, expenses and cash flows, and related disclosure of contingent assets and liabilities.

These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and cash flows, and related disclosure of contingent assets and liabilities.

Our estimates include those related to business combinations, revenue recognition, income taxes, tax receivable agreement liability, and warranty claims.

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Accordingly, we believe these are the most critical to understand and evaluate fully our financial condition and results of operations.

Business Combinations

We account for business acquisitions under ASC 805, Business Combinations .

The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date.

Costs that are directly attributable to the acquisition are expensed as incurred.

Identifiable assets (including intangible assets) and liabilities assumed in an acquisition are measured initially at their fair values at the acquisition date.

We recognize goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed.

We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.

We recognized goodwill of $19.8 million as of result of our acquisition of Cobalt in July 2017 and goodwill of $19.5 million as of result of our acquisition of Pursuit in October 2018.

We had goodwill outstanding of $51.4 million as of June 30, 2019.

When determining such fair values, we make significant estimates and assumptions.

Critical estimates include, but are not limited to, future expected cash flows from the underlying assets and discount rates.

Our estimate of fair values is based on assumptions believed to be reasonable but that are inherently uncertain and unpredictable.

As a result, actual results may differ from our estimates.

Furthermore, our estimates might change as additional information becomes available.

Revenue Recognition

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this occurs when control of promised goods (boats, parts, or other) is transferred to the customer.

Revenue is measured as the amount of consideration expected to be entitled in exchange for transferring goods or providing services.

We generally manufacture products based on specific order from dealers and often ship completed products only after receiving credit approval from financial institutions.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

We generally manufacture products based on specific orders from dealers and often ship completed products only after receiving credit approval from financial institutions.

The amount of consideration we receive and revenue we recognize varies with changes in marketing incentives and rebates we offer to our dealers and their customers.

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Product Warranties

Our Malibu and Axis brands have a limited warranty for a period up to five years.

Prior to fiscal year 2016, we provided a limited warranty for a period of up to three years for our Malibu brand boats and two years for our Axis boats.

For our Cobalt brand boats, we provide a structural warranty of up to ten years which covers hull/deck joints, bulkheads, floor, transom, stringers, and motor mount.

In addition, we provide a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery.

Our Malibu and Axis brand boats have a limited warranty for a period up to five years.

Our Cobalt brand boats have (1) a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount, and (2) a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery.

Gelcoat is covered up to three years for Cobalt and one year for Malibu and Axis.

For Pursuit boats, we provide a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom.

Some materials, components or parts of the boat that are not covered by our limited product warranties are separately warranted by their manufacturers or suppliers.

These other warranties include warranties covering engines purchased from suppliers and other components.

We provide for a limited warranty of up to five years or five-hundred hours on engines that we manufacture for our Malibu and Axis models.

Pursuit brand boats have (1) a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of two years (excluding hull and deck structural components).

For each boat brand, there are certain materials, components or parts of the boat that are not covered by our warranty and certain components or parts that are separately warranted by the manufacturer or supplier (such as the engine).

Engines that we manufacture for Malibu and Axis models have a limited warranty of up to five years or five-hundred hours.

Our standard warranties require us or our dealers to repair or replace defective products during the warranty period at no cost to the consumer.

We estimate the costs that may be incurred under our basic limited warranty and record as a liability in the amount of such costs at the time the product revenue is recognized.

We estimate warranty costs we expect to incur and record a liability for such costs at the time the product revenue is recognized.

We utilize historical claims trends and analytical tools to develop the estimate of our warranty obligation on a per boat basis, by brand and warranty year.

Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim.

We utilize historical trends and analytical tools to assist in determining the appropriate warranty liability.

The extension of our warranty coverage period is expected to continue to increase our obligations to cover warranty claims over time resulting in an increase in our reserve to cover these warranty claims.

We periodically assess the adequacy of the recorded warranty liabilities by brand and will adjust the amounts as necessary based on the best available information and trends.

We assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.

Beginning in model year 2016, we increased the term of our limited warranty for Malibu brand boats from three years to five years and for Axis brand boats from two years to five years.

Beginning in model year 2018, we increased the term of our bow-to-stern warranty for Cobalt brand boats from three years to five years.

As a result of these changes, all of our Malibu, Axis and Cobalt brand boats with historical claims experience that are no longer covered under warranty had warranty terms shorter than the current warranty term of five years.

Accordingly, we have little to no historical claims experience for warranty years four and five, and as such, these estimates give rise to a higher level of estimation uncertainty.

Future warranty claims may differ from our estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods.

A hypothetical change of a 10% increase or decrease to our estimate of the warranty liability as of June 30, 2020 would have affected net income for the fiscal year ended June 30, 2020 by approximately $2.1 million.

New Accounting Pronouncements

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What changed 10-K

Item 7. Management’s Discussion and Analysis