MALIBU BOATS, INC. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Report of Management on Internal Control Over Financial Reporting 59 Reports of Independent Registered Public Accounting Firm 60 Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended June 30, 2021, 2020, and 2019 64 Consolidated Balance Sheets as of June 30, 2021 and 2020 65 Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, 2021, 2020, and 2019 66 Consolidated Statements of Cash Flows for the Fiscal Years ended June 30, 2021, 2020, and 2019 68 Notes to Consolidated Financial Statements 69 58 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Report of Management on Internal Control Over Financial Reporting Malibu Boats, Inc.'s (the "Company") management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company's financial reporting for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company's management, including its chief executive officer and chief financial officer, assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2021. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). The Company acquired Maverick Boat Group, Inc. on December 31, 2020. As permitted by guidelines established by the Securities and Exchange Commission for newly acquired business, management excluded Maverick Boat Group, Inc. from the scope of its annual report on internal controls over financial reporting for the fiscal year ended June 30, 2021. Maverick Boat Group, Inc. contributed approximately 27% to consolidated total assets as of June 30, 2021 and 8% to consolidated net sales for the fiscal year ended June 30, 2021. The Company is in the process of integrating this business into its overall internal controls over financial reporting process and plans to include it in the scope for the fiscal year ended June 30, 2022. Based on such assessment the Company's management has concluded that, as of June 30, 2021, its internal control over financial reporting is effective based on those criteria. The effectiveness of internal control over financial reporting as of June 30, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report, which is included herein. Malibu Boats, Inc. Loudon, Tennessee August 26, 2021 59 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Malibu Boats, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Malibu Boats, Inc. and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2021 and 2020, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended June 30, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated August 26, 2021 expressed an unqualified opinion on those consolidated financial statements. The Company acquired Maverick Boat Group, Inc. during the fiscal year ended June 30, 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2021, Maverick Boat Group, Inc.’s internal control over financial reporting associated with approximately 27% of consolidated total assets and 8% of consolidated net sales included in the consolidated financial statements of the Company as of and for the fiscal year ended June 30, 2021. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Maverick Boat Group, Inc. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 60 Table of Contents /s/ KPMG LLP Knoxville, Tennessee August 26, 2021 61 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Malibu Boats, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Malibu Boats, Inc. and subsidiaries (the Company) as of June 30, 2021 and 2020, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended June 30, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended June 30, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 26, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of July 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases . Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of certain assumptions underlying the product warranty liability for certain brands As discussed in Note 9 to the consolidated financial statements, the Company’s product warranty liability as of June 30, 2021 was $35.0 million. The product warranty liability represents estimated future costs to repair or replace defective products during the warranty period for each boat sold. The Company’s estimated future costs to repair or replace defective products includes assumptions regarding the anticipated warranty costs per boat by brand. We identified the evaluation of the anticipated warranty costs per boat that are used to estimate the product warranty liability for Malibu, Axis and Cobalt branded boats as a critical audit matter. A higher degree of subjective auditor judgment was required to evaluate the Company’s estimate of the anticipated warranty costs per boat, due to the nature of the audit evidence. Specifically, for Axis and Malibu model years prior to 2016, historical claims experience only exists for a warranty term of two and three years, respectively. For Cobalt model years prior to 2018, historical claims experience only exists for a 62 Table of Contents warranty term of three years. This historical claims experience is shorter in duration than the five-year warranty term associated with the Company’s current warranty program. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s warranty accrual process. This included controls over the development of the assumptions used to estimate the warranty cost per boat for warranty years four and five, for which little or no historical claims experience exists. We performed sensitivity analyses to assess the potential for possible changes to these assumptions on the product warranty liability. We assessed the Company’s historical claims experience and the relationship between the historical warranty costs per boat incurred by warranty year. We further assessed the Company’s assumptions underlying the anticipated warranty costs per boat for warranty years four and five by considering warranty claims received after year-end but before the consolidated financial statements were issued, to identify trends not considered by the Company when it developed its assumptions. We also compared the Company’s prior year product warranty liability related to claims expected to be incurred in the current year to actual claims received in the current year to evaluate the historical accuracy of the Company’s estimates. Evaluation of the acquisition date fair value of intangible assets As discussed in Notes 1 and 4 to the consolidated financial statements, the Company acquired Maverick Boat Group, Inc. (Maverick Boat Group) in a business combination on December 31, 2020. In connection with the acquisition, Maverick Boat Group’s dealer relationships and trade name were identified as intangible assets with acquisition date fair values of $47.9 million and $54.7 million, respectively. We identified the evaluation of certain assumptions used to determine the acquisition date fair value of the Maverick Boat Group dealer relationships and trade name as a critical audit matter. Specifically, the projected net sales, projected dealer attrition rate, and discount rate used to value the dealer relationships required subjective auditor judgment due to limited observable market data. In addition, the projected net sales and discount rate used to value the trade name required subjective auditor judgment due to the limited observable market data. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition date valuation process, including controls related to the development of the projected net sales, projected dealer attrition rate, and discount rate assumptions. We performed sensitivity analyses over the assumptions to assess the impact of changes in those assumptions on the acquisition date fair values. We evaluated the projected net sales by comparing them to the historical net sales of Maverick Boat Group, the historical net sales of other boat manufacturers, and third-party industry revenue growth forecasts. We assessed the Company’s projected dealer attrition rate by comparing the estimate to (1) historical dealer attrition experienced by Maverick Boat Group, and (2) the Company’s attrition rate for other boat brands that sell their boats to similar dealer distributors. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rates by using third party data to develop an independent estimate of the (1) internal rate of return for the transaction, (2) weighted average cost of capital, and (3) after-tax rate of return, and comparing those amounts to the amounts used by the Company to determine the discount rate assigned to the intangible assets. /s/ KPMG LLP We have served as the Company’s auditor since 2015. Knoxville, Tennessee August 26, 2021 63 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per share data) Fiscal Year Ended June 30, 2021 2020 2019 Net sales $ 926,515 $ 653,163 $ 684,016 Cost of sales 690,030 503,893 517,746 Gross profit 236,485 149,270 166,270 Operating expenses: Selling and marketing 17,540 17,917 17,946 General and administrative 61,915 39,912 44,256 Amortization 7,255 6,131 5,956 Operating income 149,775 85,310 98,112 Other expense, net: Other income, net ( 1,015 ) ( 2,310 ) ( 149 ) Interest expense 2,529 3,888 6,464 Other expense, net 1,514 1,578 6,315 Net income before provision for income taxes 148,261 83,732 91,797 Income tax provision 33,979 19,076 22,096 Net income 114,282 64,656 69,701 Net income attributable to non-controlling interest 4,441 3,094 3,635 Net income attributable to Malibu Boats, Inc. $ 109,841 $ 61,562 $ 66,066 Comprehensive income: Net income $ 114,282 $ 64,656 $ 69,701 Other comprehensive income (loss) Change in cumulative translation adjustment 1,493 ( 304 ) ( 844 ) Other comprehensive income (loss) 1,493 ( 304 ) ( 844 ) Comprehensive income 115,775 64,352 68,857 Less: comprehensive income attributable to non-controlling interest, net of tax 4,507 3,083 3,591 Comprehensive income attributable to Malibu Boats, Inc., net of tax $ 111,268 $ 61,269 $ 65,266 Weighted average shares outstanding used in computing net income per share: Basic 20,752,652 20,662,750 20,832,445 Diluted 21,011,087 20,852,361 20,966,539 Net income available to Class A Common Stock per share: Basic $ 5.29 $ 2.98 $ 3.17 Diluted $ 5.23 $ 2.95 $ 3.15 The accompanying notes are an integral part of these Consolidated Financial Statements. 64 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share and per share data) June 30, 2021 June 30, 2020 Assets Current assets Cash $ 41,479 $ 33,787 Trade receivables, net 49,844 13,767 Inventories, net 116,685 72,946 Prepaid expenses and other current assets 4,775 3,954 Total current assets 212,783 124,454 Property and equipment, net 132,913 94,310 Goodwill 101,033 51,273 Other intangible assets, net 235,363 139,892 Deferred tax assets 48,022 52,935 Other assets 12,670 14,482 Total assets $ 742,784 $ 477,346 Liabilities Current liabilities Current maturities of long-term debt $ 4,250 $ — Accounts payable 45,992 15,846 Accrued expenses 77,179 50,485 Income tax and distribution payable 3,209 243 Payable pursuant to tax receivable agreement, current portion 3,773 3,589 Total current liabilities 134,403 70,163 Deferred tax liabilities 27,869 14 Other liabilities 15,892 16,727 Payable pursuant to tax receivable agreement, less current portion 44,441 46,076 Long-term debt 139,025 82,839 Total liabilities 361,630 215,819 Commitments and contingencies (See Note 17) Stockholders' Equity Class A Common Stock, par value $ 0.01 per share, 100,000,000 shares authorized; 20,847,019 shares issued and outstanding as of June 30, 2021; 20,595,969 shares issued and outstanding as of June 30, 2020 207 204 Class B Common Stock, par value $ 0.01 per share, 25,000,000 shares authorized; 10 shares issued and outstanding as of June 30, 2021; 15 shares issued and outstanding as of June 30, 2020 — — Preferred Stock, par value $ 0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2021; no shares issued and outstanding as of June 30, 2020 — — Additional paid in capital 111,308 103,797 Accumulated other comprehensive loss ( 1,639 ) ( 3,132 ) Accumulated earnings 263,552 153,711 Total stockholders' equity attributable to Malibu Boats, Inc. 373,428 254,580 Non-controlling interest 7,726 6,947 Total stockholders’ equity 381,154 261,527 Total liabilities and stockholders' equity $ 742,784 $ 477,346 The accompanying notes are an integral part of these Consolidated Financial Statements. 65 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (In thousands, except number of Class B shares) Additional Paid In Capital Non-controlling Interest in LLC Accumulated Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders Equity Class A Common Stock Class B Common Stock Shares Amount Shares Amount Balance at June 30, 2018 20,555 $ 204 17 $ — $ 108,360 $ 5,502 $ 27,789 $ ( 1,984 ) $ 139,871 Net Income — — — — — 3,635 66,066 — 69,701 Stock based compensation, net of withholding taxes on vested equity awards 55 1 — — 1,376 — — — 1,377 Issuances of equity for services — — — — 784 — — — 784 Issuance of equity for exercise of options 29 — — — 749 — — — 749 Increase in payable pursuant to the tax receivable agreement — — — — ( 2,676 ) — — — ( 2,676 ) Increase in deferred tax asset from step-up in tax basis — — — — 3,275 — — — 3,275 Exchange of LLC Units for Class A Common Stock 214 2 — — 1,136 ( 1,136 ) — — 2 Cancellation of Class B Common Stock for Exchange of LLC Units — — ( 2 ) — — — — — — Distributions to LLC Unit holders — — — — — ( 1,845 ) ( 3 ) — ( 1,848 ) Foreign currency translation adjustment — — — — — ( 38 ) — ( 844 ) ( 882 ) Balance at June 30, 2019 20,853 207 15 — 113,004 6,118 93,852 ( 2,828 ) 210,353 Net income — — — — — 3,094 61,562 — 64,656 Stock based compensation, net of withholding taxes on vested equity awards 112 1 — — 2,191 — — — 2,192 Issuances of equity for services 2 — — — 851 — — — 851 Issuance of equity for exercise of options 12 — — — 377 — — — 377 Repurchase and retirement of common stock ( 483 ) ( 5 ) — — ( 13,828 ) — — — ( 13,833 ) Cumulative-effect transition adjustment for ASC 842 — — — — — — ( 1,703 ) — ( 1,703 ) Increase in payable pursuant to the tax receivable agreement — — — — ( 1,041 ) — — — ( 1,041 ) 66 Table of Contents Increase in deferred tax asset from step-up in tax basis — — — — 1,364 — — — 1,364 Exchange of LLC Units for Class A Common Stock 100 1 — — 879 ( 879 ) — — 1 Distributions to LLC Unit holders — — — — — ( 1,370 ) — — ( 1,370 ) Foreign currency translation adjustment — — — — — ( 16 ) — ( 304 ) ( 320 ) Balance at June 30, 2020 20,596 204 15 — 103,797 6,947 153,711 ( 3,132 ) 261,527 Net income — — — — — 4,441 109,841 — 114,282 Stock based compensation, net of withholding taxes on vested equity awards 109 2 — — 4,316 — — — 4,318 Issuances of equity for services 1 — — — 834 — — — 834 Issuance of equity for exercise of options 11 — — — 375 — — — 375 Increase in payable pursuant to the tax receivable agreement — — — — ( 2,142 ) — — — ( 2,142 ) Increase in deferred tax asset from step-up in tax basis — — — — 2,755 — — — 2,755 Exchange of LLC Units for Class A Common Stock 130 1 — — 1,373 ( 1,373 ) — — 1 Cancellation of Class B Common Stock for Exchange of LLC Units — — ( 5 ) — — — — — — Distributions to LLC Unit holders — — — — — ( 2,341 ) — — ( 2,341 ) Foreign currency translation adjustment — — — — — 52 — 1,493 1,545 Balance at June 30, 2021 20,847 $ 207 10 $ — $ 111,308 $ 7,726 $ 263,552 $ ( 1,639 ) $ 381,154 The accompanying notes are an integral part of these Consolidated Financial Statements. 67 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) Fiscal Year Ended June 30, 2021 2020 2019 Operating activities: Net income $ 114,282 $ 64,656 $ 69,701 Adjustments to reconcile net income to net cash provided by operating activities: Non-cash compensation expense 5,581 3,042 2,607 Non-cash compensation to directors 834 829 791 Depreciation 15,636 12,249 10,004 Amortization 7,255 6,131 5,956 Deferred income taxes 6,992 8,715 6,794 Adjustment to tax receivable agreement liability ( 88 ) ( 1,672 ) ( 103 ) Other items, net 2,075 2,211 802 Change in operating assets and liabilities (excluding effects of acquisition): Trade receivables ( 32,860 ) 14,193 ( 3,041 ) Inventories ( 35,555 ) ( 5,263 ) ( 15,410 ) Prepaid expenses and other assets 3,038 551 ( 786 ) Accounts payable 24,459 ( 5,812 ) ( 2,791 ) Accrued expenses 24,894 ( 239 ) 9,598 Income taxes receivable and payable 3,539 ( 1,164 ) 125 Other liabilities ( 5,263 ) ( 828 ) 1,118 Payment pursuant to tax receivable agreement ( 3,505 ) ( 3,458 ) ( 3,865 ) Net cash provided by operating activities 131,314 94,141 81,500 Investing activities: Purchases of property and equipment ( 30,677 ) ( 41,291 ) ( 17,938 ) Proceeds from sale of property and equipment 9 897 — Payment for acquisition, net of cash acquired ( 150,427 ) — ( 100,073 ) Net cash used in investing activities ( 181,095 ) ( 40,394 ) ( 118,011 ) Financing activities: Principal payments on long-term borrowings ( 625 ) — ( 35,000 ) Proceeds from long-term borrowings 25,000 — — Payment of deferred financing costs ( 638 ) — ( 370 ) Proceeds from revolving credit facility 65,000 103,800 90,000 Payments on revolving credit facility ( 28,800 ) ( 135,000 ) ( 50,000 ) Repurchase and retirement of Class A Common Stock — ( 13,833 ) — Cash paid for tax withholdings ( 1,208 ) ( 831 ) ( 1,219 ) Distributions to non-controlling LLC Unit holders ( 1,758 ) ( 1,836 ) ( 1,785 ) Proceeds received from exercise of stock options 375 377 749 Net cash provided by (used in) by financing activities 57,346 ( 47,323 ) 2,375 Effect of exchange rate changes on cash 127 ( 29 ) ( 95 ) Changes in cash 7,692 6,395 ( 34,231 ) Cash—Beginning of period 33,787 27,392 61,623 Cash—End of period $ 41,479 $ 33,787 $ 27,392 Supplemental cash flow information: Cash paid for interest $ 2,021 $ 3,810 $ 6,011 Cash paid for income taxes 23,469 10,529 14,173 Non-cash operating, investing and financing activities: Establishment of deferred tax assets from step-up in tax basis 2,755 1,364 3,275 Establishment of amounts payable under tax receivable agreements 2,142 1,041 2,676 Exchange of LLC Units for Class A Common Stock 1,373 879 1,136 Tax distributions payable to non-controlling LLC Unit holders 687 104 568 Capital expenditures in accounts payable 2,419 1,129 647 The accompanying notes are an integral part of these Consolidated Financial Statements. 68 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Dollars in thousands, except per unit and share and per share data) 1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies Organization Malibu Boats, Inc. (together with its subsidiaries, the “Company” or "Malibu"), a Delaware corporation formed on November 1, 2013, is the sole managing member of Malibu Boats Holdings, LLC, a Delaware limited liability company (the "LLC"). The Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 810, Consolidation , consolidates the financial results of the LLC and its subsidiaries, and records a non-controlling interest for the economic interest in the Company held by the non-controlling holders of units in the LLC ("LLC Units"). Malibu Boats Holdings, LLC was formed in 2006. The LLC, through its wholly owned subsidiary, Malibu Boats, LLC, (“Boats LLC”), is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, recreational powerboats that are sold through a world-wide network of independent dealers. On October 15, 2018, the Company's subsidiary Malibu Boats, LLC, purchased the assets of Pursuit Boats ("Pursuit") from S2 Yachts, Inc., expanding the Company's product offering into the fiberglass outboard fishing boat market. On December 31, 2020, the Company acquired all of the outstanding stock of Maverick Boat Group, Inc. (“Maverick Boat Group”). As a result of the acquisition, the Company consolidates the financial results of the Maverick Boat Group. Maverick Boat Group designs and manufactures center console, dual console, flats and bay boats under four brands -- Cobia, Pathfinder, Maverick and Hewes brands. In addition to the Maverick Boat Group’s family of brands, the Company sells its boats under the Malibu, Axis, Cobalt and Pursuit brands. In connection with the acquisition of Maverick Boat Group, the Company revised its segment reporting to report its results of operations under three reportable segments -- Malibu, Saltwater Fishing and Cobalt. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Certain reclassifications have been made to the prior period presentation to conform to the current period presentation. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted. Acquisition of Maverick Boat Group, Inc. and Related Financing On December 31, 2020, MBG Holdco, Inc., a wholly-owned subsidiary of Boats, LLC, acquired all of the outstanding shares of Maverick Boat Group from its existing stockholders for a purchase price of $ 150,675 . The purchase price was subject to customary adjustments for the amounts of cash, indebtedness and working capital in the business at the closing date and subject to adjustment for certain capital expenditures made by Maverick Boat Group prior to closing at the Company’s request. With two manufacturing facilities located in Fort Pierce, Florida, Maverick Boat Group designs and manufactures center console, dual console, flats and bay boats under four brand names Cobia, Pathfinder, Maverick, and Hewes. The Company paid the purchase price with cash on hand and $ 90,000 of borrowings under its credit facilities following an amendment to increase the amount available under its credit facilities as described below. On December 30, 2020, Boats, LLC, as the borrower, entered into the Third Incremental Facility Amendment and Third Amendment (the “Third Amendment”) to its existing Second Amended and Restated Credit Agreement dated as of June 28, 2017, by and among Boats LLC, the LLC and certain subsidiaries of Boats LLC parties thereto, as guarantors, the lenders parties thereto and Truist Bank (successor by merger to SunTrust Bank), as administrative agent, swingline lender and issuing bank (as amended, the “Credit Agreement”). The Third Amendment added a $ 25,000 incremental term loan facility with a maturity date of July 1, 2024 and increased the borrowing capacity available under the revolving credit facility by $ 50,000 from $ 120,000 to $ 170,000 . The $ 25,000 incremental term loans made pursuant to the Third Amendment is subject to quarterly amortization at a rate of 5.0 % per annum through December 31, 2022 and at a rate of 7.5 % per annum thereafter and accrues interest at the same rate as other loans under the Credit Agreement. Refer to Notes 4, 10 and 19 for further information. Principles of Consolidation The accompanying consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. 69 Table of Contents Segment Reporting The Company has three reportable segments, Malibu, Saltwater Fishing and Cobalt. The Malibu segment participates in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sports boats throughout the world. The Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group boats (Maverick, Cobia, Pathfinder and Hewes). The Cobalt segment participates in the manufacturing, distribution, marketing and sale of Cobalt boats throughout the world. The Company revised its segment reporting effective December 31, 2020, to account for its acquisition of Maverick Boat Group and to conform to changes in its internal management reporting based on the Company’s boat manufacturing operations. Prior to this change in reporting segments, the Company had three reportable segments, Malibu, Pursuit and Cobalt. The Company now aggregates Pursuit and Maverick Boat Group into one reportable segment as they have similar economic characteristics and qualitative factors. As a result, the Company continues to have three reportable segments, Malibu, Saltwater Fishing and Cobalt. All segment information in the accompanying consolidated financial statements has been revised to conform to the Company’s current reporting segments for comparison purposes. Additional segment information is contained in Note 19. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. Certain Significant Risks and Uncertainties The Company is subject to those risks common in manufacturing-driven markets, including, but not limited to, competitive forces, dependence on key personnel, consumer demand for its products, the successful protection of its proprietary technologies, compliance with government regulations and the possibility of not being able to obtain additional financing if and when needed. Concentration of Credit and Business Risk A majority of the Company’s sales are made pursuant to floor plan financing programs in which the Company participates on behalf of its dealers through a contingent repurchase agreement with various third-party financing institutions. Under these arrangements, a dealer establishes a line of credit with one or more of these third-party lenders for the purchase of dealer boat inventory. When a dealer purchases and takes delivery of a boat pursuant to a floor plan financing arrangement, it draws against its line of credit and the lender pays the invoice cost of the boat directly to the Company within approximately two weeks. For dealers that use local floor plan financing programs or pay cash, the Company may extend credit without collateral under the dealer agreement based on the Company’s evaluation of the dealer’s credit risk and past payment history. The Company maintains allowances for potential credit losses that it believes are adequate. See Trade Accounts Receivable section within this footnote for more information. The Company’s top ten dealers represented 38.7 %, 38.5 % and 39.6 %, of the Company’s net sales for the fiscal years ended June 30, 2021, 2020 and 2019, respectively. Sales to the Company's dealers under common control of OneWater Marine, Inc. represented approximately 16.3 % , 15.2 % and 15.1 % of the Company's consolidated net sales in the fiscal years ended June 30, 2021 , 2020 , and 2019 respectively. Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. As of June 30, 2021 and 2020, no highly liquid investments were held and the entire balance consists of cash. At June 30, 2021 and 2020, substantially all cash on hand was held by two financial institutions. This cash on deposit may be, at times, in excess of insurance limits provided by the FDIC. Trade Accounts Receivable Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. As of June 30, 2021 and 2020, the allowance for doubtful receivables was $ 0 . Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical 70 Table of Contents experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding beyond customer terms. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill amounts are not amortized, but rather are evaluated for potential impairment on an annual basis, as of June 30, in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other . Under the guidance, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment indicates the possibility of impairment, the income approach to test for goodwill impairment would be used. Under the income approach, management calculates the fair value of its reporting units based on the present value of estimated future cash flows. If the fair value of an individual reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then management determines the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. For fiscal years ended June 30, 2021 and 2020, the Company performed a qualitative assessment which indicated that the fair value of its reporting units more likely than not exceeded their respective carrying amounts. The Company did no t recognize any goodwill impairment charges in the fiscal years ended June 30, 2021, 2020 and 2019. Intangible Assets Intangible assets consist primarily of relationships, product trade names, legal and contractual rights surrounding a patent and a non-compete agreement. These assets are recorded at their estimated fair values at the acquisition dates using the income approach. Definite lived intangible assets are being amortized using the straight-line method based on their estimated useful lives ranging from 5 to 20 years. The estimated useful lives of dealer relationships consider the average length of dealer relationships at the time of acquisition, historical rates of dealer attrition and retention, the Company’s history of renewal and extension of dealer relationships, as well as competitive and economic factors resulting in a range of useful lives. The estimated useful lives of the Company’s trade names are based on a number of factors including technological obsolescence and the competitive environment. The estimated useful lives of legal and contractual rights are estimated based on the benefits that the patent provides for its remaining terms unless competitive, technological obsolescence or other factors indicate a shorter life. The useful life of the non-compete agreement is based on a ten-year agreement entered into by the Company and former owner of the Licensee as part of the acquisition. In addition, we have indefinite lived intangible assets for acquired trade names. Management, assisted by third-party valuation specialists, determined the estimated fair values of separately identifiable intangible assets at the date of acquisition under the income approach. Significant data and assumptions used in the valuations included cost, market and income comparisons, discount rates, royalty rates and management forecasts. Discount rates for each intangible asset were selected based on judgment of relative risk and approximate rates of returns investors in the subject assets might require. The royalty rates were based on historical and projected sales and profits of products sold and management’s assessment of the intangibles’ importance to the sales and profitability of the product. Management provided forecasts of financial data pertaining to assets, liabilities and income statement balances to be utilized in the valuations. While management believes the assumptions, estimates, appraisal methods and ensuing results are appropriate and represent the best evidence of fair value in the circumstances, modification or use of other assumptions or methods could have yielded different results. The carrying amount of definite lived intangible assets are reviewed whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable. The carrying value of these assets is compared to the undiscounted future cash flows the assets are expected to generate. If the asset is considered to be impaired, the carrying value is compared to the fair value and this difference is recognized as an impairment loss. Intangible assets not subject to amortization are assessed for impairment at least annually and whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. There was no impairment loss recognized on intangible assets for the fiscal years ended June 30, 2021, 2020 and 2019. Dealer Incentives The Company provides for various structured dealer rebate and sales promotions incentives, which are recognized as a component of sales in measuring the amount of consideration the Company expects to receive in exchange for transferring goods, at the time of sale to the dealer. Examples of such programs include rebates, seasonal discounts, promotional co-op arrangements and other allowances. Dealer rebates and sales promotion expenses are estimated based on current programs and 71 Table of Contents historical achievement and/or usage rates. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if dealer achievement or other items vary from historical trends. Free floor financing incentives include payments to the lenders providing floor plan financing to the dealers or directly to the dealers themselves. Free floor financing incentives are estimated at the time of sale to the dealer based on the expected expense to the Company over the term of the free flooring period and are recognized as a reduction in sales. The Company accounts for both incentive payments directly to dealers and payment to third party lenders in this manner. Dealer incentives are included in accrued expenses on our consolidated balance sheet. Changes in the Company’s accrual for dealer rebates were as follows: Fiscal Year Ended June 30, 2021 2020 2019 Balance at beginning of year $ 6,865 $ 6,376 $ 5,559 Add: Dealer rebate incentives 28,629 19,555 20,712 Additions for acquisitions 219 — 205 Less: Dealer rebates paid ( 24,047 ) ( 19,066 ) ( 20,100 ) Balance at end of year $ 11,666 $ 6,865 $ 6,376 Changes in the Company’s accrual for floor financing were as follows: Fiscal Year Ended June 30, 2021 2020 2019 Balance at beginning of year $ 719 $ 681 $ 211 Add: Flooring incentives 4,157 9,492 8,526 Additions for acquisitions 30 — — Less: Flooring paid ( 4,785 ) ( 9,454 ) ( 8,056 ) Balance at end of year $ 121 $ 719 $ 681 Tax Receivable Agreement As a result of exchanges of LLC Units into Class A Common Stock and purchases by the Company of LLC Units from holders of LLC Units, the Company will become entitled to a proportionate share of the existing tax basis of the assets of the LLC at the time of such exchanges or purchases. In addition, such exchanges or purchases of LLC Units are expected to result in increases in the tax basis of the assets of the LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that the Company would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the recapitalization the Company completed in connection with its IPO, the Company entered into a tax receivable agreement with the pre-IPO owners of the LLC that provides for the payment by the Company to the pre-IPO owners (or any permitted assignees) of 85 % of the amount of the benefits, if any, that the Company deems to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits, including those attributable to payments, under the tax receivable agreement. These contractual payment obligations are the Company's obligations and are not obligations of the LLC, and are accounted for in accordance with ASC 450, Contingencies , since the obligations were deemed to be probable and reasonably estimable. For purposes of the tax receivable agreement, the benefit deemed realized by the Company will be computed by comparing its actual income tax liability (calculated with certain assumptions) to the amount of such taxes that it would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had the Company not entered into the tax receivable agreement. The timing and/or amount of aggregate payments due under the tax receivable agreement may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable and amortizable basis. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement. In certain mergers, asset sales or other forms of business combinations or other changes of 72 Table of Contents control, the Company (or its successor) would owe to the pre-IPO owners of the LLC (or any permitted assignees) a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the tax receivable agreement that would be based on certain assumptions, including a deemed exchange of all LLC Units and that the Company would have had sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the tax receivable agreement. Income Taxes Malibu Boats, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. Following the IPO, the LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Maverick Boat Group is taxed as a C corporation for U.S. income tax purposes and is separately subject to both federal and state taxation at a corporate level. The Company files various federal and state tax returns, including some returns that are consolidated with subsidiaries. The Company accounts for the current and deferred tax effects of such returns using the asset and liability method. Significant judgments and estimates are required in determining the Company's current and deferred tax assets and liabilities, which reflect management's best assessment of the estimated future taxes it will pay. These estimates are updated throughout the year to consider income tax return filings, its geographic mix of earnings, legislative changes and other relevant items. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of assets and liabilities and the amounts applicable for income tax purposes. Deferred tax assets represent items to be realized as a tax deduction or credit in future tax returns. Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. Each quarter the Company analyzes the likelihood that its deferred tax assets will be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that some portion, or all, of a deferred tax asset will not be realized (see Note 13). On an annual basis, the Company performs a comprehensive analysis of all forms of positive and negative evidence based on year end results. During each interim period, the Company updates its annual analysis for significant changes in the positive and negative evidence. If the Company later determines that realization is more likely than not for deferred tax assets with a valuation allowance, the related valuation allowance will be reduced. Conversely, if the Company determines that it is more likely than not that the Company will not be able to realize a portion of our deferred tax assets, the Company will increase the valuation allowance. The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the income tax benefit as the largest amount that it judges to have a greater than 50% likelihood of being realized. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company's income tax provision includes the net impact of changes in the liability for unrecognized tax benefits. The Company closed the IRS examination of its June 30, 2015 return during the fourth quarter of fiscal 2019, resulting in an immaterial adjustment to its tax liability. The Company has filed federal and state income tax returns that remain open to examination for fiscal years 2018 through 2020, while its subsidiaries, Malibu Boats Holdings, LLC and Malibu Boats Pty Ltd., remain open to examination for years 2017 through 2020. The Company considers an issue to be resolved at the earlier of the issue being “effectively settled,” settlement of an examination, or the expiration of the statute of limitations. Upon resolution, unrecognized tax benefits will be reversed as a discrete event. The Company's liability for unrecognized tax benefits is generally presented as noncurrent. However, if it anticipates paying cash within one year to settle an uncertain tax position, the liability is presented as current. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied; this occurs when control of promised goods (boats, parts, or other) is transferred to the customer, which is upon shipment. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The 73 Table of Contents Company generally manufactures products based on specific orders from dealers and often ships completed products only after receiving credit approval from financial institutions. The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its dealers and their customers. Dealers generally have no rights to return unsold boats. From time to time, however, the Company may accept returns in limited circumstances and at the Company’s discretion under its warranty policy, which generally limits returns to instances of manufacturing defects. The Company may be obligated, in the event of default by a dealer, to accept returns of unsold boats under its repurchase commitment to floor financing providers, who are able to obtain such boats through foreclosure. The Company accrues returns when a repurchase and return, due to the default of one of its dealers, is determined to be probable and the amount of the return is reasonably estimable. Historically, product returns, resulting from repurchases made under the floorplan financing program, have not been material and the returned boats have been subsequently resold above their cost. Refer to Note 9 and Note 17 related to the Company’s product warranty and repurchase commitment obligations, respectively. Revenue associated with sales of materials, parts, boats or engine products sold under the Company’s exclusive manufacturing and distribution agreement with its Australian subsidiary are eliminated in consolidation. The Company earns royalties on boats shipped with the Company's proprietary wake surfing technology under licensing agreements with various marine manufacturers. Royalty income is recognized when products are used or sold with our patented technology by other boat manufacturers and industry suppliers. The usage of our technology satisfies the performance obligation in the contract. See Note 2 for more information. Delivery Costs Shipping and freight costs are included in cost of sales in the accompanying consolidated statements of operations and comprehensive income. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses are included in selling and marketing expenses and were not material for the fiscal years ended June 30, 2021, 2020, and 2019. Fair Value of Financial Instruments Financial instruments for which the Company did not elect the fair value option include accounts receivable, prepaid expenses and other current assets, credit facilities, accounts payable, accrued expenses and other current liabilities. The carrying amounts of these financial instruments approximate their fair values as a result of their short-term nature or variable interest rates. Fair Value Measurements The Company applies the provisions of ASC Topic 820, Fair Value Measurement , for fair value measurements of financial assets and financial liabilities, and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. In addition to the financial assets and liabilities measured on a recurring basis, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable GAAP. This includes items such as nonfinancial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) and nonfinancial long-lived asset groups measured at fair value for an impairment assessment. In general, non-financial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. Equity-Based Compensation The Company expenses employee share-based awards under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost for the grant-date fair value of share-based awards to be recognized over the requisite service period. The Company estimated the grant date fair value of the share-based awards issued in the form of profit interests granted prior to November 1, 2013 using the Black-Scholes option pricing model and those granted on November 1, 2013 under the Probability-Weighted Expected Return method. Stock options granted to executives on June 29, 2017, November 6, 2017, August 22, 2018 and January 14, 2019 were valued using the Black-Scholes option pricing model. Stock awards granted on 74 Table of Contents November 3, 2020 and November 22, 2019 based on total shareholder return were valued using a Monte Carlo simulation. The fair value of restricted stock unit awards granted under the Company's Long Term Incentive Plan ("Incentive Plan") are measured based on the market price of the Company’s stock on the grant date. See Note 15 for more information. Foreign Currency Translation The functional currency for the Company's consolidated foreign subsidiary is the applicable local currency. The assets and liabilities are translated at the foreign exchange rate in effect at the applicable reporting date, and the consolidated statements of operations and comprehensive income and cash flows are translated at the average exchange rate in effect during the applicable period. Exchange rate fluctuations on translating the foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are reflected as a component of "Accumulated other comprehensive loss," in the stockholders' equity section of the accompanying consolidated balance sheets and periodic changes are included in comprehensive income. Comprehensive Income Components of comprehensive income include net income and foreign currency translation adjustments. The Company has chosen to disclose comprehensive income in a single continuous statement of operations and comprehensive income. COVID-19 Pandemic The COVID-19 pandemic has impacted the Company’s operations and financial results since the third quarter of fiscal year 2020 and continues to impact the Company. The Company elected to suspend operations at all of its facilities from March 2020 until late April and early May 2020, depending on the facility. As a result, the Company was not able to ship boats to its dealers during the period of shut-down, which negatively impacted its net sales for the second half of fiscal year 2020. In addition, the COVID-19 pandemic has impacted and may continue to impact the operations of the Company’s dealers and suppliers. During the first half of fiscal 2021, the Company constrained its production levels in an attempt to allow its supply chain to more fully recover from the impacts of COVID-19 in preparation of higher wholesale manufacturing volumes that it planned for the second half of fiscal 2021. While the Company’s net sales for fiscal year 2021 were impacted by lower production levels, retail sales improved during fiscal year 2021 as consumers turned to boating as a form of outdoor, socially distanced recreation during the COVID-19 pandemic. The increase in retail sales during fiscal year 2021 combined with our lower wholesale shipment levels during the second half of fiscal year 2020 and constrained production in the first half of fiscal year 2021 resulted in lower inventory levels at the Company’s dealers as of June 30, 2021 compared to last year. The future impact of COVID-19 on the Company’s financial condition and results of operations will depend on a number of factors, including factors that we may not be able to forecast at this time. Recent Accounting Pronouncements On July 1, 2018, the Company adopted the new accounting standard, ASC Topic 606, Revenue from Contracts with Customers , and all the related amendments (“ASC 606”) and applied the provisions of the standard to all contracts using the modified retrospective method. The cumulative effect of adopting the new revenue standard was immaterial and no adjustment has been recorded to the opening balance of retained earnings. Substantially all of the Company’s revenue continues to be recognized at a point in time when the product is either shipped or received from the Company's facilities and control of the product is transferred to the customer. New controls and processes designed to meet the requirements of the standard were implemented, and the required new disclosures are presented in Note 2. The adoption of ASC Topic 606 did not have a material impact on the amounts reported in the Company's consolidated financial position, results of operations or cash flows. On July 1, 2019, the Company adopted the new accounting standard, ASC Topic 842, Leases , which superseded the requirements in ASC Topic 840, Leases . ASC Topic 842 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company applied the modified retrospective transition method which allowed for the election of the application of practical expedients, which among other things, allowed the Company to carry forward the historical lease classification. Under this new transition method, at the adoption date the Company recognized a cumulative-effect adjustment to the opening balance of retained earnings. The adoption of ASC Topic 842 did not have a material impact on the Company’s consolidated results of operations, equity or cash flows as of the adoption date. Under the optional transition approach, comparative information was not restated, but will continue to be reported under the standards in effect for those periods. See Note 11 for further information regarding the Company’s leases. In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and in November 2018 issued a subsequent amendment, 75 Table of Contents ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. ASU 2018-19 will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. On July 1, 2020, the Company adopted this standard and the adoption did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The elective amendments provide expedients to contract modification, affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by this guidance apply only to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. This guidance is not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The guidance can be applied immediately through December 31, 2022. The Company will adopt this standard when LIBOR is discontinued and does not expect a material impact to its financial condition, results of operations or disclosures based on the current debt portfolio and capital structure. There are no other new accounting pronouncements that are expected to have a significant impact on the Company's consolidated financial statements and related disclosures. 2. Revenue Recognition The following table disaggregates the Company's revenue by major product type and geography: Fiscal Year Ended June 30, 2021 Malibu Saltwater Fishing Cobalt Consolidated Revenue by product: Boat and trailer sales $ 464,738 $ 241,750 $ 196,654 $ 903,142 Part and other sales 18,787 1,164 3,422 23,373 Total revenue $ 483,525 $ 242,914 $ 200,076 $ 926,515 Revenue by geography: North America $ 434,660 $ 234,680 $ 191,477 $ 860,817 International 48,865 8,234 8,599 65,698 Total revenue $ 483,525 $ 242,914 $ 200,076 $ 926,515 Fiscal Year Ended June 30, 2020 Malibu Saltwater Fishing Cobalt Consolidated Revenue by product: Boat and trailer sales $ 341,886 $ 122,850 $ 172,267 $ 637,003 Part and other sales 12,883 776 2,501 16,160 Total revenue $ 354,769 $ 123,626 $ 174,768 $ 653,163 Revenue by geography: North America $ 327,049 $ 115,363 $ 167,755 $ 610,167 International 27,720 8,263 7,013 42,996 Total revenue $ 354,769 $ 123,626 $ 174,768 $ 653,163 76 Table of Contents Fiscal Year Ended June 30, 2019 Malibu Saltwater Fishing Cobalt Consolidated Revenue by product: Boat and trailer sales $ 362,200 $ 102,070 $ 203,825 $ 668,095 Part and other sales 12,411 737 2,773 15,921 Total revenue $ 374,611 $ 102,807 $ 206,598 $ 684,016 Revenue by geography: North America $ 341,190 $ 93,003 $ 196,734 $ 630,927 International 33,421 9,804 9,864 53,089 Total revenue $ 374,611 $ 102,807 $ 206,598 $ 684,016 Boat and Trailer Sales Consists of sales of boats and trailers to the Company's dealer network, net of sales returns, discounts, rebates and free flooring incentives. Boat and trailer sales also includes optional boat features. Sales returns consist of boats returned by dealers under our warranty program. Rebates, free flooring and discounts are incentives that the Company provides to its dealers based on sales of eligible products. Part and Other Sales Consists primarily of parts and accessories sales, royalty income and clothing sales. Parts and accessories sales include replacement and aftermarket boat parts and accessories sold to the Company's dealer network. Royalty income is earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of the Company's intellectual property. 3. Non-controlling Interest The non-controlling interest on the consolidated statement of operations and comprehensive income represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Malibu Boats Holdings, LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based on the portion of the LLC Units owned by such Unit holders. The ownership of Malibu Boats Holdings, LLC is summarized as follows: As of June 30, 2021 As of June 30, 2020 Units Ownership % Units Ownership % Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC 600,919 2.8 % 730,652 3.4 % Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC 20,847,019 97.2 % 20,595,969 96.6 % 21,447,938 100.0 % 21,326,621 100.0 % 77 Table of Contents Balance of non-controlling interest as of June 30, 2019 $ 6,118 Allocation of income to non-controlling LLC Unit holders for period 3,094 Distributions paid and payable to non-controlling LLC Unit holders for period ( 1,370 ) Reallocation of non-controlling interest ( 895 ) Balance of non-controlling interest as of June 30, 2020 6,947 Allocation of income to non-controlling LLC Unit holders for period 4,441 Distributions paid and payable to non-controlling LLC Unit holders for period ( 2,341 ) Reallocation of non-controlling interest ( 1,321 ) Balance of non-controlling interest as of June 30, 2021 $ 7,726 Issuance of Additional LLC Units Under the first amended and restated limited liability company agreement of the LLC, as amended (the "LLC Agreement'), the Company is required to cause the LLC to issue additional LLC Units to the Company when the Company issues additional shares of Class A Common Stock. Other than in connection with the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to the LLC net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause the LLC to issue a number of LLC Units equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Units held by the Company equals the number of outstanding shares of Class A Common Stock. During the fiscal year ended June 30, 2021, the Company caused the LLC to issue a total of 260,715 LLC Units to the Company in connection with (i) the Company's issuance of Class A Common Stock to a non-employee director for her services, (ii) the issuance of Class A Common Stock for the vesting of awards granted under the Malibu Boats, Inc. Long-Term Incentive Plan (the "Incentive Plan"), (iii) the issuance of restricted Class A Common Stock granted under the Incentive Plan, (iv) the issuance of Class A Common Stock to LLC Unit holders in exchange of their LLC Units and (v) the issuance of Class A Common Stock for the exercise of options granted under the Incentive Plan. During fiscal year 2021, 9,665 LLC Units were canceled in connection with the vesting of share-based equity awards to satisfy employee tax withholding requirements and the retirement of 9,665 treasury shares in accordance with the LLC Agreement. Distributions and Other Payments to Non-controlling Unit Holders Distributions for Taxes As a limited liability company (treated as a partnership for income tax purposes), Malibu Boats Holdings, LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, the LLC is required to distribute cash, to the extent that the LLC has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of LLC earnings. The LLC makes such tax distributions to its members based on an estimated tax rate and projections of taxable income. If the actual taxable income of the LLC multiplied by the estimated tax rate exceeds the tax distributions made in a calendar year, the LLC may make true-up distributions to its members, if cash or borrowings are available for such purposes. As of June 30, 2021 and 2020, tax distributions payable to non-controlling LLC Unit holders were $ 687 and $ 104 , respectively. During the fiscal years ended June 30, 2021, 2020, and 2019, tax distributions paid to the non-controlling LLC Unit holders were $ 1,758 , $ 1,836 , and $ 1,785 , respectively. Other Distributions Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC units. 4. Acquisitions Maverick Boat Group On December 31, 2020, the Company completed its acquisition of all the outstanding stock of Maverick Boat Group. The aggregate purchase price for the transaction was $ 150,675 , funded with cash and borrowings under the Company's credit facilities. The aggregate purchase price was subject to certain adjustments, including customary adjustments for the amount of cash, indebtedness and working capital in the business at the closing date and subject to adjustment for certain capital expenditures made by Maverick Boat Group prior to closing at the Company’s request. The Company accounted for the transaction in accordance with ASC Topic 805, Business Combinations . 78 Table of Contents The total consideration given to the stockholders of Maverick Boat Group has been allocated to the assets acquired and liabilities assumed based on estimates of fair value as of the date of the acquisition. The measurements of fair value were determined based upon estimates utilizing the assistance of third party valuation specialists. The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Consideration: Cash consideration paid $ 150,675 Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: Cash $ 248 Accounts receivable 3,204 Inventories 7,756 Other current assets 194 Property, plant and equipment 22,618 Identifiable intangible assets 102,600 Other assets 4,410 Current liabilities ( 6,611 ) Deferred tax liabilities ( 28,528 ) Other liabilities ( 4,405 ) Fair value of assets acquired and liabilities assumed 101,486 Goodwill 49,189 Total purchase price $ 150,675 The fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows: Estimates of Fair Value Estimated Useful Life (in years) Definite-lived intangibles: Dealer relationships $ 47,900 20 Total definite-lived intangibles 47,900 Indefinite-lived intangible: Trade name 54,700 Total other intangible assets $ 102,600 The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less an estimated cost to complete and a reasonable profit margin. The fair value of the identifiable intangible assets were determined based on the following approaches: Dealer Relationships - The value associated with Maverick Boat Group's dealer relationships is attributed to its long standing dealer distribution network. The estimate of fair value assigned to this asset was determined using the income approach, which requires an estimate or forecast of the expected future cash flows from the dealer relationships through the application of the multi-period excess earnings approach. The estimated remaining useful life of dealer relationships is approximately 20 years. Trade Name - The value attributed to Maverick Boat Group's trade names was determined using a variation of the income approach called the relief from royalty method, which requires an estimate or forecast of the expected future cash flows. The trade name has an indefinite life. The fair value of the definite-lived intangible assets are being amortized using the straight-line method to amortization expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other . The weighted average useful life of identifiable definite-lived intangible assets acquired was 20 years. Goodwill of 79 Table of Contents $ 49,189 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition. Acquisition-related costs of $ 2,648 , w hich were incurred by the Company in the fiscal year ended June 30, 2021 related to the Maverick Boat Group acquisition, were expensed in the period incurred, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive income. Pro Forma Financial Information (unaudited): The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2021 and 2020, assumes that the acquisition of Maverick Boat Group occurred as of July 1, 2019. The unaudited pro forma financial information combines historical results of Malibu and Maverick Boat Group, with adjustments for depreciation and amortization attributable to fair value estimates on acquired tangible and intangible assets for the respective periods. Non-recurring pro forma adjustments associated with the fair value step up of inventory were included in the reported pro forma cost of sales and earnings. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2020 or the results that may occur in the future: Fiscal Year Ended June 30, 2021 2020 Net sales $ 982,535 $ 774,126 Net income 116,598 69,907 Net income attributable to Malibu Boats, Inc. 112,104 66,671 Basic earnings per share $ 5.40 $ 3.23 Diluted earnings per share $ 5.34 $ 3.20 Pursuit On October 15, 2018, the Company completed its acquisition of the assets of Pursuit. The aggregate purchase price for the transaction was $ 100,073 , funded with cash and borrowings under the Company's credit agreement. The aggregate purchase price was subject to certain adjustments, including customary adjustments for the amount of working capital in the business at the closing date. The Company accounted for the transaction in accordance with ASC Topic 805, Business Combinations . The total consideration given to the former owners of Pursuit has been allocated to the assets acquired and liabilities assumed based on estimates of fair value as of the date of the acquisition. The measurements of fair value were determined based upon estimates utilizing the assistance of third party valuation specialists. The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities of Pursuit assumed at the acquisition date: Consideration: Cash consideration paid $ 100,073 Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value: Inventories $ 8,332 Other current assets 350 Property, plant and equipment 17,454 Identifiable intangible assets 57,900 Current liabilities ( 3,488 ) Fair value of assets acquired and liabilities assumed 80,548 Goodwill 19,525 Total purchase price $ 100,073 The fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows: 80 Table of Contents Estimates of Fair Value Estimated Useful Life (in years) Definite-lived intangibles: Dealer relationships $ 25,400 20 Total definite-lived intangibles 25,400 Indefinite-lived intangible: Trade name 32,500 Total other intangible assets $ 57,900 The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less an estimated cost to complete and a reasonable profit margin. The fair value of the identifiable intangible assets were determined based on the following approaches: Dealer Relationships - The value associated with Pursuit's dealer relationships is attributed to its long standing dealer distribution network. The estimate of fair value assigned to this asset was determined using the income approach, which requires an estimate or forecast of the expected future cash flows from the dealer relationships through the application of the multi-period excess earnings approach. The estimated remaining useful life of dealer relationships is approximately twenty years . Trade Name - The value attributed to Pursuit's trade name was determined using a variation of the income approach called the relief from royalty method, which requires an estimate or forecast of the expected future cash flows. The trade name has an indefinite life. The fair value of the definite-lived intangible assets are being amortized using the straight-line method to general and administrative expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other . The weighted average useful life of identifiable definite-lived intangible assets acquired was 20 years. Goodwill of $ 19,525 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition. The indefinite-lived intangible asset and goodwill acquired are expected to be deductible for income tax purposes. Acquisition-related costs of $ 2,848 incurred by the Company for fiscal year ended June 30, 2019, related to the Pursuit acquisition, were expensed in the period incurred, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive income. Pro Forma Financial Information (unaudited): The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2021, 2020 and 2019, assumes that the acquisition of Pursuit occurred as of July 1, 2018. The unaudited pro forma financial information combines historical results of Malibu and Pursuit, with adjustments for depreciation and amortization attributable to fair value estimates on acquired tangible and intangible assets for the respective periods. Non-recurring pro forma adjustments associated with the fair value step up of inventory were included in the reported pro forma cost of sales and earnings. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2018 or the results that may occur in the future: Fiscal Year Ended June 30, 2021 2020 2019 Net sales $ 926,515 $ 653,163 $ 725,658 Net income 114,282 64,656 73,672 Net income attributable to Malibu Boats, Inc. 109,841 61,562 69,830 Basic earnings per share $ 5.29 $ 2.98 $ 3.35 Diluted earnings per share $ 5.23 $ 2.95 $ 3.33 81 Table of Contents 5. Inventories Inventories are stated at the lower of cost or net realizable value, determined on the first in, first out (“FIFO”) basis. Manufacturing cost includes materials, labor and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. Inventories consisted of the following: As of June 30, 2021 2020 Raw materials $ 92,324 $ 52,530 Work in progress 15,862 10,778 Finished goods 8,499 9,638 Total inventories $ 116,685 $ 72,946 6. Property, Plant, and Equipment Property, plant, and equipment acquired outside of acquisition are stated at cost. When property, plant, and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is accounted for in the statement of operations and comprehensive income. Major additions are capitalized; maintenance, repairs and minor improvements are charged to operating expenses as incurred if they do not increase the life or productivity of the related capitalized asset. Depreciation on leasehold improvements is computed using the straight-line method based on the lesser of the remaining lease term or the estimated useful life and depreciation of equipment is computed using the straight-line method over the estimated useful life as follows: Years Building 20 Leasehold improvements Shorter of useful life or lease term Machinery and equipment 3 - 5 Furniture and fixtures 3 - 5 The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, Property, Plant, and Equipment . In accordance with ASC Topic 360, long-lived assets to be held are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. The Company periodically reviews for indicators and, if indicators are present, tests the carrying value of long-lived assets, assessing their net realizable values based on estimated undiscounted cash flows over their remaining estimated useful lives. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on discounted cash flows. No impairment charges were recorded for the fiscal years ended June 30, 2021, 2020 and 2019 in the Company’s consolidated financial statements. Property, plant, and equipment, net consisted of the following: As of June 30, 2021 2020 Land $ 4,600 $ 2,540 Building and leasehold improvements 74,622 54,318 Machinery and equipment 66,792 55,831 Furniture and fixtures 9,600 7,031 Construction in process 22,005 10,470 177,619 130,190 Less accumulated depreciation ( 44,706 ) ( 35,880 ) $ 132,913 $ 94,310 Depreciation expense was $ 15,636 , $ 12,249 and $ 10,004 for the fiscal years ended June 30, 2021, 2020 and 2019, respectively, substantially all of which was recorded in cost of sales. During fiscal year 2021 the Company disposed of various assets with a net book value of $ 383 and recorded a loss of $ 374 related to these disposals. During fiscal year 2020 the Company disposed of various assets with a net book value of $ 958 and recorded a loss of $ 61 related to these disposals. 82 Table of Contents 7. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill for the fiscal years ended June 30, 2021 and 2020 were as follows: Malibu Saltwater Fishing Cobalt Consolidated Goodwill as of June 30, 2019 $ 12,088 $ 19,525 $ 19,791 $ 51,404 Effect of foreign currency changes on goodwill ( 131 ) — — ( 131 ) Goodwill as of June 30, 2020 11,957 19,525 19,791 51,273 Addition related to the acquisition of Maverick Boat Group — 49,189 — 49,189 Effect of foreign currency changes on goodwill 571 — — 571 Goodwill as of June 30, 2021 $ 12,528 $ 68,714 $ 19,791 $ 101,033 The components of other intangible assets were as follows: As of June 30, Estimated Useful Life (in years) Weighted Average Remaining Useful Life (in years) 2021 2020 Dealer relationships $ 159,394 $ 111,293 8 - 20 17.6 Patent 3,986 3,986 12 - 15 11.0 Trade name 24,667 24,667 15 2.8 Non-compete agreement 53 48 10 3.3 Total 188,100 139,994 Less: Accumulated amortization ( 70,937 ) ( 63,602 ) Total definite-lived intangible assets, net 117,163 76,392 Indefinite-lived intangible: Trade names 118,200 63,500 Total other intangible assets $ 235,363 $ 139,892 Amortization expense recognized on all amortizable intangibles was $ 7,255 , $ 6,131 and $ 5,956 for the fiscal years ended June 30, 2021, 2020 and 2019, respectively. Estimated future amortization expenses as of June 30, 2021 are as follows: Fiscal Year As of June 30, 2021 2022 $ 6,962 2023 6,825 2024 6,825 2025 6,822 2026 6,820 2027 and thereafter 82,909 $ 117,163 8. Accrued Expenses Accrued expenses consisted of the following: 83 Table of Contents As of June 30, 2021 2020 Warranties $ 35,035 $ 27,500 Dealer incentives 12,479 7,777 Accrued compensation 19,965 9,885 Current operating lease liabilities 2,027 2,006 Accrued legal and professional fees 1,440 1,055 Customer deposits 3,449 1,059 Other accrued expenses 2,784 1,203 Total accrued expenses $ 77,179 $ 50,485 9. Product Warranties The Company's Malibu and Axis brand boats have a limited warranty for a period up to five years . The Company's 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. 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). Maverick, Pathfinder and Hewes 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 one year (excluding hull and deck structural components). Cobia brand boats have (1) a limited warranty for a period of up to ten 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 three 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. The Company’s standard warranties require it or its dealers to repair or replace defective products during the warranty period at no cost to the consumer. The Company estimates warranty costs it expects to incur and record a liability for such costs at the time the product revenue is recognized. The Company utilizes historical claims trends and analytical tools to develop the estimate of its warranty obligation on a per boat basis, by brand and warranty year. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim. The Company assesses the adequacy of its recorded warranty liabilities and adjust the amounts as necessary. Beginning in model year 2016, the Company increased the term of its 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, the Company increased the term of its bow-to-stern warranty for Cobalt brand boats from three years to five years . As a result of these changes, all of the Company’s 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, the Company has little 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. Changes in the Company’s product warranty liability, which are included in accrued expenses in the accompanying consolidated balance sheets, were as follows: Fiscal Year Ended June 30, 2021 2020 2019 Beginning balance $ 27,500 $ 23,820 $ 17,217 Add: Warranty Expense 21,973 14,339 12,331 Additions for Pursuit acquisition — — 1,872 Additions for Maverick Boat Group acquisition 883 — — Less: Warranty claims paid ( 15,321 ) ( 10,659 ) ( 7,600 ) Ending balance $ 35,035 $ 27,500 $ 23,820 84 Table of Contents 10. Financing Outstanding debt consisted of the following: As of June 30, 2021 2020 Term loan $ 99,375 $ 75,000 Revolving credit loan 45,000 8,800 Less unamortized debt issuance costs ( 1,100 ) ( 961 ) Total debt 143,275 82,839 Less current maturities 4,250 — Long term debt less current maturities $ 139,025 $ 82,839 Long-Term Debt As of June 30, 2021, the Company currently has a revolving credit facility with borrowing capacity of up to $ 170,000 and term loans with an aggregate principal amount outstanding of $ 99,375 . As of June 30, 2021, the Company had $ 45,000 outstanding under its revolving credit facility and $ 1,234 in outstanding letters of credit with $ 123,800 available for borrowing. The revolving credit facility matures on July 1, 2024, the incremental term loan made on December 30, 2020 in a principal amount of $ 25,000 , of which $ 24,375 is outstanding as of June 30, 2021, (the “Incremental Term Loan”) matures on July 1, 2024 and the remaining $ 75,000 of outstanding term loans (the “Existing Term Loans,” and together with the Incremental Term Loans, the “Term Loans”) mature on July 1, 2022. On December 30, 2020, Boats LLC entered into the Third Amendment to its Credit Agreement. The Third Amendment added a $ 25,000 Incremental Term Loan facility with a maturity date of July 1, 2024 and increased the borrowing capacity of the revolving credit facility by $ 50,000 from $ 120,000 to $ 170,000 . The Incremental Term Loan is subject to quarterly amortization at a rate of 5.0 % per annum through December 31, 2022 and at a rate of 7.5 % per annum through June 30, 2024 and accrues interest at the same interest rate applicable to other loans under the Credit Agreement as described below. The obligations of Malibu Boats LLC (“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. All borrowings under the Credit Agreement bear interest at a rate equal to either, at the Company's 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, 2021, the interest rate on the Company’s term loans and revolving credit facility wa s 1.35 %. The Company is 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. The Existing Term Loans require an amortization payment of approximately $ 3,000 on March 31, 2022, reflected as current maturities of long-term obligations, and the balance of the Existing Term Loans is due on the scheduled maturity date of July 1, 2022. The Incremental Term Loan of $ 25,000 is subject to quarterly amortization at a rate of 5.0 % per year through December 31, 2022, resulting in $ 1,250 being reflected as current maturities of long-term obligations, 7.5 % per year through June 30, 2024 and the balance of the Incremental Term Loan is due on the scheduled maturity date of July 1, 2024. The Credit Agreement also requires 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. 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. The Credit Agreement also requires compliance with certain customary financial covenants, including a minimum ratio of EBITDA to fixed charges and a maximum ratio of total debt to EBITDA. 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 the 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 85 Table of Contents parties or payments pursuant to stock option and other benefit plans up to $ 3,000 in any fiscal year, and (iv) share repurchase payments up to $ 35,000 in any fiscal year subject to one-year carry forward and compliance with other financial covenants. In addition, the LLC may make dividends and distributions of up to $ 10,000 in any fiscal year, subject to compliance with other financial covenants. In connection with entering into the Credit Agreement in fiscal year 2017, the Company capitalized $ 2,074 in deferred financing costs during fiscal 2017. In connection with Third Amendment entered into in December 2020, the Company capitalized $ 638 in deferred financing costs during fiscal year 2021. These costs, in addition to the unamortized balance related to costs associated with the Company's previous credit facility of $ 671 , are being amortized over the term of the Credit Agreement into interest expense using the effective interest method and presented as a direct offset to the total debt outstanding on the consolidated balance sheet. The Company used proceeds from an offering on August 24, 2017 to repay $ 50,000 on its Existing Term Loans under the Credit Agreement and exercised its option to apply the prepayment to principal installments through December 31, 2021, and a portion of principal installments due on March 31, 2022. The $ 50,000 repayment resulted in a write off of deferred financing costs of $ 829 in fiscal year 2018, which was included in amortization expense on the consolidated statement of operations and comprehensive income. Covenant Compliance As of June 30, 2021 and 2020, the Company was in compliance with the financial covenants contained in the Credit Agreement. Interest Rate Swap On July 1, 2015, the Company entered into a five year floating to fixed interest rate swap with an effective start date of July 1, 2015. The swap is based on a one-month LIBOR rate versus a 1.52 % fixed rate on a notional value of $ 39,250 , which under terms of the previously existing credit agreement is equal to 50 % of the outstanding balance of the term loan at the time of the swap arrangement. Under ASC Topic 815, Derivatives and Hedging, all derivative instruments are recorded on the consolidated balance sheets at fair value as either short term or long term assets or liabilities based on their anticipated settlement date. The Company has elected not to designate its interest rate swap as a hedge; therefore, changes in the fair value of the derivative instrument are being recognized in earnings in the Company's consolidated statements of operations and comprehensive income. The swap matured on March 31, 2020. For the fiscal year ended June 30, 2020, the Company record a loss of $ 68 for the change in fair value of the interest rate swap, which is included in interest expense in the consolidated statements of operations and comprehensive income. 11. Leases The Company leases certain manufacturing facilities, warehouses, office space, land, and equipment. The Company determines if a contract is a lease or contains an embedded lease at the inception of the agreement. The Company recorded right-of-use assets, included in other assets on the consolidated balance sheet, totaling $ 16,142 as of July 1, 2019. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. The Company's lease liabilities do not include future lease payments related to options to extend or terminate lease agreements as it is not reasonably certain those options will be exercised. Other information concerning the Company's operating leases accounted for under ASC Topic 842 is as follows: Classification As of June 30, 2021 As of As of June 30, 2020 Assets Right-of-use assets Other assets $ 12,606 $ 14,315 Liabilities Current operating lease liabilities Accrued expenses $ 2,027 $ 2,006 Long-term operating lease liabilities Other liabilities 12,198 14,013 Total lease liabilities $ 14,225 $ 16,019 86 Table of Contents Classification Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Operating lease costs (1) Cost of sales $ 2,170 $ 1,966 Selling and marketing, and general and administrative 854 863 Sublease income Other income, net 38 38 Cash paid for amounts included in the measurement of operating lease liabilities Cash flows from operating activities 2,617 2,606 (1) Includes short-term leases, which are insignificant, and are not included in the lease liability. The lease liability for operating leases that contain variable escalating rental payments with scheduled increases that are based on the lesser of a stated percentage increase or the cumulative increase in an index, are determined using the stated percentage increase. The weighted average remaining lease term for the fiscal year ended June 30, 2021 and 2020 was 6.44 years and 7.27 years, respectively. As of June 30, 2021 and 2020, the weighted average discount rate determined based on the Company's incremental borrowing rate is 3.63 % and 3.65 %, respectively. Future annual minimum lease payments for the following fiscal years as of June 30, 2021 are as follows: Amount 2022 $ 2,503 2023 2,515 2024 2,598 2025 2,313 2026 2,255 2027 and thereafter 3,759 Total 15,943 Less imputed interest ( 1,718 ) Present value of lease liabilities $ 14,225 12. Tax Receivable Agreement Liability The Company has a Tax Receivable Agreement with the pre-IPO owners of the LLC that provides for the payment by the Company to the pre-IPO owners (or their permitted assignees) of 85 % of the amount of the benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to the Company entering into the Tax Receivable Agreement, including those attributable to payments under the Tax Receivable Agreement. These contractual payment obligations are obligations of the Company and not of the LLC. The Company's Tax Receivable Agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies , since the contractual payment obligations were deemed to be probable and reasonably estimable. For purposes of the Tax Receivable Agreement, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had the Company not entered into the Tax Receivable Agreement. The following table reflects the changes to the Company's Tax Receivable Agreement liability: 87 Table of Contents As of June 30, 2021 2020 Beginning balance $ 49,665 $ 53,754 Additions (reductions) to tax receivable agreement: Exchange of LLC Units for Class A Common Stock 2,142 1,041 Adjustment for change in estimated tax rate ( 88 ) ( 1,672 ) Payment under tax receivable agreement ( 3,505 ) ( 3,458 ) 48,214 49,665 Less current portion under tax receivable agreement ( 3,773 ) ( 3,589 ) Ending balance $ 44,441 $ 46,076 The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, the Company (or its successor) would owe to the pre-IPO owners of the LLC a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement that would be based on certain assumptions, including a deemed exchange of LLC Units and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the Tax Receivable Agreement. The Company also is entitled to terminate the Tax Receivable Agreement, which, if terminated, would obligate the Company to make early termination payments to the pre-IPO owners of the LLC. In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election. When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Units by the pre-IPO owners of the LLC, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax. As of June 30, 2021 and 2020, the Company recorded deferred tax assets of $ 114,242 and $ 111,511 , respectively, associated with basis differences in assets upon acquiring an interest in Malibu Boats Holdings, LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. These basis differences are included in the overall partnership basis differences disclosed in Note 13. The aggregate Tax Receivable Agreement liability represents 85 % of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal tax return due by April 15, 2022. 13. Income Taxes Malibu Boats, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. The LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income. Income taxes are computed in accordance with ASC Topic 740, Income Taxes , and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. The CARES Act contains significant business tax provisions, including modifications to the rules limiting the deductibility of net operating losses (NOLs), expensing of qualified improvement property (QIP) and business interest in Internal Revenue Code Sections 172(a) and 163(j), respectively. The effects of the new legislation are recognized upon enactment. The Company did not recognize any significant impact to income tax expense for fiscal year 2020 relating to the CARES Act. The components of provision for income taxes are as follows: 88 Table of Contents Fiscal Year Ended June 30, 2021 2020 2019 Current tax expense: Federal $ 21,737 $ 8,062 $ 11,240 State 4,014 1,979 3,368 Foreign 1,284 378 725 Total current 27,035 10,419 15,333 Deferred tax expense: Federal 6,147 7,849 5,336 State 899 917 1,609 Foreign ( 102 ) ( 109 ) ( 182 ) Total deferred 6,944 8,657 6,763 Income tax expense $ 33,979 $ 19,076 $ 22,096 The income tax expense differs from the amount computed by applying the federal statutory income tax rate to income from continuing operations before income taxes. The sources and tax effects of the differences are as follows: Fiscal Year Ended June 30, 2021 2020 2019 Federal tax provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 2.9 4.4 Permanent differences attributable to partnership investment ( 0.3 ) ( 0.2 ) ( 0.8 ) Non-controlling interest ( 0.7 ) ( 0.9 ) ( 0.9 ) Other, net — — 0.4 Total income tax expense on continuing operations 22.9 % 22.8 % 24.1 % The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiary operated as a limited liability company which was not subject to federal income tax. Accordingly, the portion of the Company’s subsidiary earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income. The components of the Company's net deferred income tax assets and liabilities at June 30, 2021 and 2020 are as follows: As of June 30, 2021 2020 Deferred tax assets: Partnership basis differences $ 56,323 $ 61,650 Accrued liabilities and reserves 876 496 State tax credits and NOLs 6,004 5,004 Foreign tax credits 580 580 Other 345 275 Less valuation allowance ( 15,279 ) ( 14,582 ) Total deferred tax assets 48,849 53,423 Deferred tax liabilities: Fixed assets and intangibles 28,644 467 Other 52 35 Total deferred tax liabilities 28,696 502 Total net deferred tax assets $ 20,153 $ 52,921 On an annual basis, the Company performs a comprehensive analysis of all forms of positive and negative evidence to determine whether realizability of deferred tax assets is more likely than not. During each interim period, the Company updates 89 Table of Contents its annual analysis for significant changes in the positive and negative evidence. At June 30, 2021 and 2020, the Company concluded that $ 15,279 and $ 14,582 , respectively, of valuation allowance against deferred tax assets was necessary. The Company continues to record the valuation allowance against the deferred tax asset generated by the state impact of the 743(b) amortization and on state net operating losses generated by current and future amortization deductions (with respect to the Section 754 election) that are reported in the Tennessee corporate tax return without offsetting income, which is taxable at the LLC. These net operating losses have a 15 year carryover and will expire, if unused, between 2030 and 2036. This also includes a valuation allowance in the amount of $ 580 related to foreign tax credit carryforward that is not expected to be utilized in the future. Unrecognized tax benefits are discussed in the Company's accounting policy for income taxes (Refer to Note 1 on Income Taxes for more information). The Company has filed federal and state income tax returns that remain open to examination for fiscal years 2018 through 2020, while its subsidiaries, Malibu Boats Holdings, LLC and Malibu Boats Pty Ltd., remain open to examination for fiscal years 2017 through 2020. The Company closed the IRS examination of its June 30, 2015 return during the fourth quarter of fiscal year 2019, resulting in an immaterial adjustment to its tax liability. A reconciliation of changes in the amount of unrecognized tax benefits for the fiscal years ended June 30, 2021, 2020, 2019 is as follows: Fiscal Year Ended June 30, 2021 2020 2019 Balance as of July 1 $ 1,445 $ 1,401 $ 329 Additions based on tax positions taken during the current period 304 314 1,216 Reductions for settlements with taxing authorities ( 250 ) ( 93 ) ( 144 ) Reductions due to statute settlements ( 50 ) ( 64 ) — Additions (reductions) for tax positions of prior years 3 ( 113 ) — Balance as of June 30 $ 1,452 $ 1,445 $ 1,401 In fiscal year 2021, the Company settled $ 250 related to its state tax filing positions. Also in fiscal year 2021, the Company reduced its uncertain tax positions $ 50 as a result of statute settlements, and recorded $ 304 in connection with its current year state filing positions. As of June 30, 2021, it is reasonably possible that $ 286 of the total unrecognized tax benefits recorded will reverse within the next twelve months. Of the total unrecognized tax benefits recorded on the consolidated balance sheet, $ 1,225 would impact the effective tax rate once settled. As discussed in Note 1 to the Consolidated Financial Statements, our policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes. At June 30, 2021, we had $ 235 of accrued interest related to unrecognized tax benefits. The Company did not provide for U.S. federal, state income taxes or foreign withholding taxes in fiscal year 2021 on the outside basis difference of its non-U.S. subsidiary, as such foreign earnings are considered to be permanently reinvested. The estimated income and withholding tax liability associated with the remittance of these earnings is nominal. 14. Stockholders' Equity The Company is authorized to issue 150,000,000 shares of capital stock, consisting of 100,000,000 shares of Class A Common Stock, 25,000,000 shares of Class B Common Stock, and 25,000,000 shares of Preferred Stock, par value $ 0.01 per share. Exchange of LLC Units for Class A Common Stock During fiscal year 2019, five non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock. In connection with the exchange, two shares of Class B Common Stock was automatically transferred to the Company and retired. As of June 30, 2019, the Company had a total of 15 shares of its Class B Common Stock issued and outstanding. During fiscal year 2020, four non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock. In connection with the exchange, no shares of Class B Common Stock was automatically transferred to the Company and retired. As of June 30, 2020, the Company had a total of 15 shares of its Class B Common Stock issued and outstanding. During fiscal year 2021, nine non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock. In connection with the exchange, five shares of Class B Common Stock were automatically transferred to the 90 Table of Contents Company and retired. As of June 30, 2021, the Company had a total of 10 shares of its Class B Common Stock issued and outstanding. Stock Repurchase Program On June 18, 2019, the board of directors of the Company authorized a stock repurchase program to allow for repurchase of up to $ 35,000 of the Company’s Class A Common Stock and the LLC's LLC units for the period from July 1, 2019 to July 1, 2020 (the “Fiscal 2020 Repurchase Program”). During the fiscal year ended June 30, 2020, the Company repurchased 483,679 shares of Class A Common Stock for $ 13.8 million in cash including related fees and expenses. The Fiscal 2020 Repurchase Program expired on July 1, 2020. On August 27, 2020, the board of directors of the Company authorized a stock repurchase program for the repurchase of up to $ 50,000 of Class A Common Stock and the LLC Units for the period from September 2, 2020 to July 1, 2021 (the “Fiscal 2021 Repurchase Program”). No shares were repurchased under the Fiscal 2021 Repurchase Program. The Fiscal 2021 Repurchase Program expired on July 1, 2021. Class A Common Stock and Class B Common Stock Voting Rights Holders of Class A Common Stock and Class B Common Stock will have voting power over Malibu Boats, Inc., the sole managing member of the LLC, at a level that is consistent with their overall equity ownership of the Company's business. Pursuant to the Company's certificate of incorporation and bylaws, each share of Class A Common Stock entitles the holder to one vote with respect to each matter presented to the Company's stockholders on which the holders of Class A Common Stock are entitled to vote. Each holder of Class B Common Stock shall be entitled to the number of votes equal to the total number of LLC Units held by such holder multiplied by the exchange rate specified in the Exchange Agreement with respect to each matter presented to the Company's stockholders on which the holders of Class B Common Stock are entitled to vote. Accordingly, the holders of LLC Units collectively have a number of votes that is equal to the aggregate number of LLC Units that they hold. Subject to any rights that may be applicable to any then outstanding preferred stock, the Company's Class A and Class B Common Stock vote as a single class on all matters presented to the Company's stockholders for their vote or approval, except as otherwise provided in the Company's certificate of incorporation or bylaws or required by applicable law. Holders of the Company's Class A and Class B Common Stock do not have cumulative voting rights. Except in respect of matters relating to the election and removal of directors on the Company's board of directors and as otherwise provided in the Company's certificate of incorporation, the Company's bylaws, or as required by law, all matters to be voted on by the Company's stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. Dividends Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company's Class A Common Stock will be entitled to share equally, identically and ratably in any dividends that the board of directors may determine to issue from time to time. Holders of the Company's Class B Common Stock do not have any right to receive dividends. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of the Company's Class A Common Stock would be entitled to share ratably in the Company's assets that are legally available for distribution to stockholders after payment of its debts and other liabilities. If the Company has any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, the Company must pay the applicable distribution to the holders of its preferred stock before it may pay distributions to the holders of its Class A Common Stock. Holders of the Company Class B Common Stock do not have any right to receive a distribution upon a voluntary or involuntary liquidation, dissolution or winding up of the Company's affairs. Other Rights Holders of the Company's Class A Common Stock will have no preemptive, conversion or other rights to subscribe for additional shares. The rights, preferences and privileges of the holders of the Company's Class A Common Stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company's preferred stock that the Company may designate and issue in the future. 91 Table of Contents Preferred Stock Though the Company currently has no plans to issue any shares of preferred stock, its board of directors has the authority, without further action by the Company's stockholders, to designate and issue up to 25,000,000 shares of preferred stock in one or more series. The Company's board of directors may also designate the rights, preferences and privileges of the holders of each such series of preferred stock, any or all of which may be greater than or senior to those granted to the holders of common stock. Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until the Company's board of directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include: • diluting the voting power of the holders of common stock; • reducing the likelihood that holders of common stock will receive dividend payments; • reducing the likelihood that holders of common stock will receive payments in the event of the Company's liquidation, dissolution, or winding up; and • delaying, deterring or preventing a change-in-control or other corporate takeover. LLC Units In connection with the recapitalization we completed in connection with our IPO, the LLC Agreement was amended and restated to, among other things; modify its capital structure by replacing the different classes of interests previously held by the LLC unit holders to a single new class of units called “LLC Units.” As a result of our IPO and the recapitalization we completed in connection with our IPO, the Company holds LLC Units in the LLC and is the sole managing member of the LLC. Holders of LLC Units do not have voting rights under the LLC Agreement. Further, the LLC and the pre-IPO owners entered into the Exchange Agreement under which (subject to the terms of the Exchange Agreement) they have the right to exchange their LLC Units for shares of the Company's Class A Common Stock on a one -for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Company's option, except in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock. As of June 30, 2021, the Company held 20,847,019 LLC Units, representing a 97.2 % economic interest in the LLC, while non-controlling LLC Unit holders held 600,919 LLC Units, representing a 2.8 % interest in the LLC. Refer to Note 3 for additional information on non-controlling interest. As discussed in Note 3, net profits and net losses of the LLC will generally be allocated to the LLC’s members (including the Company) pro rata in accordance with the percentages of their respective limited liability company interests. The LLC Agreement provides for cash distributions to the holders of LLC Units if the Company determines that the taxable income of the LLC will give rise to taxable income for its members. In accordance with the LLC Agreement, the Company intends to cause the LLC to make cash distributions to holders of LLC Units for purposes of funding their tax obligations in respect of the income of the LLC that is allocated to them. 15. Stock-Based Compensation Equity Awards Issued Under the Malibu Boats, Inc. Long-Term Incentive Plan On January 6, 2014, the Company’s board of directors adopted the Malibu Boats, Inc. Incentive Plan. The Incentive Plan, which became effective on January 1, 2014, reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc. Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee. Incentive stock awards authorized under the Incentive Plan including unrestricted shares of Class A Common Stock, stock options, SARs, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of June 30, 2021, there were 602,339 shares available for future issuance under the Incentive Plan. On August 22, 2018, the Company granted 50,000 options to certain key employees to purchase from the Company shares of Class A Common Stock at a price of $ 42.13 per share. The term of the options commenced on August 22, 2018 and will expire on August 21, 2024, the day before the sixth anniversary of the grant date. Under the terms of the agreements, the awards will vest ratably over four years on each anniversary of their grant date. At August 22, 2018, the fair value of the option awards was $ 733 and was estimated using the Black-Scholes option-pricing model with the following assumptions: risk-free rate of 2.7 %, expected volatility of 38.4 %, expected term of 4.25 years, and no dividends. Stock-based compensation expense attributable to the service based options is amortized on a straight-line basis over the requisite service period. Compensation 92 Table of Contents costs associated with performance based option awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation . On November 1, 2018, the Company granted 35,000 restricted stock units and 48,000 restricted stock awards to key employees under the Incentive Plan. The grant date fair value of these awards was $ 3,474 based on a stock price of $ 41.85 per share on the date of grant. Under the terms of the agreements, 71 % of the awards will vest ratably over four years beginning on November 6, 2019 and approximately 29 % of the awards will vest in tranches based on the achievement of annual or cumulative performance targets. Compensation costs associated with performance based awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation. On January 14, 2019, the Company granted 19,973 options to certain key employees to purchase from the Company shares of Class A Common Stock at a price of $ 37.55 per share. The term of the options commenced on January 14, 2019 and will expire on January 13, 2025, the day before the sixth anniversary of the grant date. Under the terms of the agreements, the awards will vest ratably over four years on each anniversary of their grant date. At January 14, 2019, the fair value of the option awards was $ 263 and was estimated using the Black-Scholes option-pricing model with the following assumptions: risk-free rate of 2.53 %, expected volatility of 39.0 %, expected term of 4.25 years, and no dividends. Stock-based compensation expense attributable to the service based options is amortized on a straight-line basis over the requisite service period. Compensation costs associated with performance based option awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation . Risk-free interest rate. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. Expected term. The Company used the simplified method to estimate the expected term of stock options. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the share options would expire. Expected volatility. The Company determined expected volatility based on its historical volatility calculated using daily observations of the closing price of its publicly traded common stock. Expected dividend. The Company has not estimated any dividend yield as the Company currently does not pay a dividend and does not anticipate paying a dividend over the expected term. On November 22, 2019, under the Incentive Plan, the Company granted approximately 43,000 restricted service-based stock units and 28,000 restricted service based stock awards to key employees under the Incentive Plan. The grant date fair value of these awards was $ 2,714 based on a stock price of $ 38.05 per share on the date of grant. Under the terms of the agreements, approximately 60 % of the awards will vest ratably over three years beginning on November 6, 2019 and approximately 40 % of the awards will vest ratably over four years beginning on November 6, 2019. Stock-based compensation expense attributable to the service based units and awards is amortized on a straight-line basis over the requisite service period. On November 22, 2019, under the Incentive Plan, the Company granted to key employees a target amount of approximately 21,000 restricted stock awards with a performance condition. The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2022. The maximum number of shares that can be issued if an elevated earnings target is met is approximately 32,000 . The grant date fair value of the awards were estimated to be $ 810 , based on a stock price of $ 38.05 . Compensation costs associated with the performance awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation . On November 22, 2019, under the Incentive Plan, the Company granted to key employees a target amount of approximately 21,000 stock awards with a market condition. The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in the Company's stock price to movement in a market index from the grant date through November 22, 2022. The maximum number of shares that can be issued if an elevated TSR target is met is approximately 42,000 . The grant date fair value of the awards were estimated to be $ 1,039 , which is estimated using a Monte Carlo simulation. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair market value for the stock award. Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation . On November 3, 2020, under the Incentive Plan, the Company granted approximately 33,000 restricted service based stock units and 25,000 restricted service based stock awards to key employees under the Incentive Plan. The grant date fair value of 93 Table of Contents these awards was $ 3,145 based on a stock price of $ 54.47 per share on the date of grant. Approximately 58 % of the awards vest ratably over three years and approximately 42 % of the awards vest ratably over four years . Stock-based compensation expense attributable to the service based units and awards is amortized on a straight-line basis over the requisite service period. On November 3, 2020, under the Incentive Plan, the Company granted to key employees a target amount of approximately 18,000 restricted stock awards with a performance condition. The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2023. The maximum number of shares that can be issued if an elevated earnings target is met is approximately 28,000 . The grant date fair value of the awards were estimated to be $ 1,002 , based on a stock price of $ 54.47 . Compensation costs associated with the performance awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation. On November 3, 2020, under the Incentive Plan, the Company granted to key employees a target amount of approximately 18,000 stock awards with a market condition. The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in the Company's stock price to movement in a market index from the grant date through November 6, 2023. The maximum number of shares that can be issued if an elevated TSR target is met is approximately 37,000 . The grant date fair value of the awards were estimated to be $ 1,293 , which is estimated using a Monte Carlo simulation. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair market value for the stock award. Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation. The following table presents the number, grant date stock price per share, and weighted-average exercise price per share of the Company’s employee option awards: Fiscal Year Ended June 30, 2021 2020 2019 Shares Weighted Average Exercise Price/Share Shares Weighted Average Exercise Price/Share Shares Weighted Average Exercise Price/Share Total outstanding Options at beginning of year 173,348 $ 32.61 185,473 $ 32.51 144,000 $ 27.24 Options granted — — — — 69,973 40.82 Options exercised ( 11,625 ) 32.24 ( 12,125 ) 31.08 ( 28,500 ) 26.29 Outstanding options at end of year 161,723 $ 32.64 173,348 $ 32.61 185,473 $ 32.51 Exercisable at end of year 111,737 $ 30.32 74,869 $ 29.67 33,500 $ 26.97 The Company expects all outstanding options to vest. The weighted average remaining contractual life of options outstanding and options outstanding and exercisable as of June 30, 2021 was 2.55 years and 2.36 years, respectively. The total intrinsic value of options exercised during the years ended June 30, 2021, 2020 and 2019 was $ 322 , $ 200 and $ 732 , respectively. The total intrinsic value of options outstanding and options outstanding and exercisable at June 30, 2021 was $ 6,580 and $ 4,806 , respectively. The total intrinsic values are based on the Company’s closing stock price on the last trading day of the applicable year for in-the-money options. The Company's non-employee directors receive an annual retainer for their services as directors consisting of both a cash retainer and equity awards in the form of Class A Common Stock or restricted stock units. Directors may elect that their cash annual retainer be converted into either fully vested shares of Class A Common Stock or restricted stock units paid on a deferral basis. Equity awards issued to directors are fully vested at the date of grant. Directors receiving restricted stock units as compensation for services have no rights as a stockholder of the Company, no dividend rights (except with respect to dividend 94 Table of Contents equivalent rights), and no voting rights until Class A Common Stock is actually issued to them upon separation from service or change in control as defined in the Incentive Plan. If dividends are paid by the Company to its stockholders, directors would be entitled to receive an equal number of restricted stock units based on their proportional interest. For the fiscal year ended June 30, 2019, the Company issued 853 shares of Class A Common Stock and 17,663 restricted stock units with a weighted-average grant date fair value of $ 42.29 to its non-employee directors for their services as directors pursuant to the Incentive Plan. For the fiscal year ended June 30, 2020, the Company issued 2,870 shares of Class A Common Stock and 22,206 restricted stock units with a weighted-average grant date fair value of $ 32.93 to its non-employee directors for their services as directors pursuant to the Incentive Plan. For the fiscal year ended June 30, 2021, the Company issued 1,376 shares of Class A Common Stock and 13,624 restricted stock units with a weighted-average grant date fair value of $ 55.61 to its non-employee directors for their services as directors pursuant to the Incentive Plan. The following table presents the number and weighted-average grant date fair value of the Company’s director and employee restricted stock units and restricted stock awards: Fiscal Year Ended June 30, 2021 2020 2019 Number of Restricted Stock Units and Restricted Stock Awards Outstanding Weighted Average Grant Date Fair Value Number of Restricted Stock Units and Restricted Stock Awards Outstanding Weighted Average Grant Date Fair Value Number of Restricted Stock Units and Restricted Stock Awards Outstanding Weighted Average Grant Date Fair Value Total Non-vested Restricted Stock Units and Restricted Stock Awards at beginning of year 277,696 $ 35.43 226,240 $ 29.64 227,154 $ 20.84 Granted 141,642 54.96 168,048 37.49 107,321 41.63 Vested ( 93,492 ) 32.88 ( 112,084 ) 26.89 ( 103,811 ) 22.98 Forfeited ( 10,930 ) 50.24 ( 4,508 ) 34.27 ( 4,424 ) 25.00 Total Non-vested Restricted Stock Units and Restricted Stock Awards at end of year 314,916 $ 44.46 277,696 $ 35.43 226,240 $ 29.64 As of June 30, 2021, the total unrecognized compensation cost related to nonvested, share-based compensation was $ 8,504 , which the Company expects to recognize over a weighted-average period of 2.1 years. Stock compensation expense attributable to all of the Company's equity awards was $ 5,581 , $ 3,042 and $ 2,607 for fiscal years 2021, 2020 and 2019, respectively, is included in general and administrative expense in the Company's consolidated statements of operations and comprehensive income. The cash flow effects resulting from all equity awards were reflected as noncash operating activities. During fiscal years 2021, 2020 and 2019, the Company withheld 21,081 , 25,469 and 26,458 shares at an aggregate cost of $ 1,208 , $ 831 and $ 1,219 , respectively, as permitted by the applicable equity award agreements, to satisfy employee tax withholding requirements for employee share-based equity awards that have vested. 16. Net Earnings Per Share Basic net income per share of Class A Common Stock is computed by dividing net income attributable to the Company's earnings by the weighted average number of shares of Class A Common Stock outstanding during the period. The weighted average number of shares of Class A Common Stock outstanding used in computing basic net income per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common shareholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holde rs. 95 Table of Contents Diluted net income per share of Class A Common Stock is computed similarly to basic net income per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s LLC Units and non-qualified stock options are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents and stock options are calculated using the treasury stock method. Stock awards with a performance condition that are based on the attainment of a specified amount of earnings are only included in the computation of diluted earnings per share to the extent that the performance condition would be achieved based on the current amount of earnings, and only if the effect would be dilutive. Stock awards with a market condition that are based on the performance of the Company's stock price in relation to a market index over a specified time period are only included in the computation of diluted earnings per share to the extent that the shares would be issued based on the current market price of the Company's stock in relation to the market index, and only if the effect would be dilutive. Basic and diluted net income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts): Fiscal Year Ended June 30, 2021 2020 2019 Basic: Net income attributable to Malibu Boats, Inc. $ 109,841 $ 61,562 $ 66,066 Shares used in computing basic net income per share: Weighted-average Class A Common Stock 20,528,723 20,455,895 20,645,973 Weighted-average participating restricted stock units convertible into Class A Common Stock 223,929 206,855 186,472 Basic weighted-average shares outstanding 20,752,652 20,662,750 20,832,445 Basic net income per share $ 5.29 $ 2.98 $ 3.17 Diluted: Net income attributable to Malibu Boats, Inc. $ 109,841 $ 61,562 $ 66,066 Shares used in computing diluted net income per share: Basic weighted-average shares outstanding 20,752,652 20,662,750 20,832,445 Restricted stock units granted to employees 123,179 131,314 119,476 Weighted-average stock options convertible into Class A Common Stock 76,844 15,721 14,618 Weighted-average market performance awards convertible into Class A Common Stock 58,412 42,576 — Diluted weighted-average shares outstanding 1 21,011,087 20,852,361 20,966,539 Diluted net income per share $ 5.23 $ 2.95 $ 3.15 1 The Company excluded 685,271 , 826,250 , and 930,125 potentially dilutive shares from the calculation of diluted net income per share for the fiscal year ended June 30, 2021, 2020, and 2019, respectively, as these units would have been antidilutive. The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc. and are therefore not included in the calculation. Accordingly, basic and diluted net income per share of Class B Common Stock has not been presented. 17. Commitments and Contingencies Repurchase Commitments In connection with its dealers’ wholesale floor-plan financing of boats, the Company has entered into repurchase agreements with various lending institutions. The reserve methodology used to record an estimated expense and loss reserve in each accounting period is based upon an analysis of likely repurchases based on current field inventory and likelihood of repurchase. Subsequent to the inception of the repurchase commitment, the Company evaluates the likelihood of repurchase and 96 Table of Contents adjusts the estimated loss reserve accordingly. When a potential loss reserve is recorded it is presented in accrued liabilities in the accompanying consolidated balance sheets. If the Company were obligated to repurchase a significant number of units under any repurchase agreement, its business, operating results and financial condition could be adversely affected. The total amount financed under the floor financing programs with repurchase obligations was $ 79,599 and $ 161,356 as of June 30, 2021 and 2020, respectively. Repurchases and subsequent sales are recorded as a revenue transaction. The net difference between the repurchase price and the resale price is recorded against the loss reserve and presented in cost of sales in the accompanying consolidated statements of operations and comprehensive income. For fiscal year 2021, the Company did no t repurchase any boats under its repurchase agreements. For fiscal year 2020 , the Company repurchased two units from a lender of one of its former dealers and those units were subsequently resold in fiscal year 2020 above their cost and at minimal margin loss. For fiscal year 2019 , the Company repurchased eight units from a lender of two of its former dealers and those units were subsequently resold in fiscal year 2020 above their cost and at minimal margin loss. Accordingly, the Company did not carry a reserve for repurchases as of June 30, 2021 and 2020, respectively. The Company has collateralized receivables financing arrangements with a third-party floor plan financing provider for European dealers. Under terms of these arrangements, the Company transfers the right to collect a trade receivable to the financing provider in exchange for cash but agrees to repurchase the receivable if the dealer defaults. Since the transfer of the receivable to the financing provider does not meet the conditions for a sale under ASC Topic 860, Transfers and Servicing , the Company continues to report the transferred trade receivable in other current assets with an offsetting balance recorded as a secured obligation in accrued expenses in the Company's consolidated balance sheets. As of June 30, 2021 and 2020 , the Company had financing receivables of $ 95 and $ 375 , respectively, recorded in other current assets and accrued expenses related to these arrangements. Contingencies Product Liability The Company is engaged in a business that exposes it to claims for product liability and warranty claims in the event the Company’s products actually or allegedly fail to perform as expected or the use of the Company’s products results, or is alleged to result, in property damage, personal injury or death. Although the Company maintains product and general liability insurance of the types and in the amounts that the Company believes are customary for the industry, the Company is not fully insured against all such potential claims. The Company may have the ability to refer claims to its suppliers and their insurers to pay the costs associated with any claims arising from the suppliers’ products. The Company’s insurance covers such claims that are not adequately covered by a supplier’s insurance and provides for excess secondary coverage above the limits provided by the Company’s suppliers. The Company may experience legal claims in excess of its insurance coverage or claims that are not covered by insurance, either of which could adversely affect its business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against the Company could have a material adverse effect on its financial condition and harm its reputation. In addition, if any of the Company products are, or are alleged to be, defective, the Company may be required to participate in a recall of that product if the defect or alleged defect relates to safety. These and other claims that the Company faces could be costly to the Company and require substantial management attention. Refer to Note 9 for discussion of warranty claims. The Company insures against product liability claims and, except as disclosed below, believes there are no material product liability claims as of June 30, 2021 that will have a material adverse impact on the Company's results of operations, financial condition or cash flows. Litigation Certain conditions may exist which could result in a loss, but which will only be resolved when future events occur. The Company, in consultation with its legal counsel, assesses such contingent liabilities, and such assessments inherently involve an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, the Company accrues for such contingent loss when it can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably estimable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. If the assessment of a contingency deemed to be both probable and reasonably estimable involves a range of possible losses, the amount within the range that appears at the time to be a better estimate than any other amount within the range would be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Except as disclosed below, management does not believe there are any pending claims (asserted or unasserted) at June 30, 2021 97 Table of Contents or June 30, 2020 that will have a material adverse impact on the Company’s financial condition, results of operations or cash flows. Legal Proceedings On January 12, 2018, the Company filed suit against Skier’s Choice, Inc., or "Skier’s Choice," in the U.S. District Court for the Eastern District of Tennessee, seeking monetary and injunctive relief. The Company's complaint alleges Skier’s Choice’s infringement of three utility patents - U.S. Patent Nos. 9,260,161, 8,578,873, and 9,199,695 - related to wake surfing technology. Skier’s Choice denied liability arising from the causes of action alleged in the Company's complaint and filed counterclaims alleging invalidity of the asserted patents. On June 19, 2019, the Company filed a second action against Skier’s Choice in the U.S. District Court for the Eastern District of Tennessee, seeking monetary and injunctive relief. The Company’s complaint alleges Skier’s Choice’s surf systems on its Moomba and Supra lines of boats infringe U.S. Patent No. 10,322,777, a patent related to wake surfing technology. Skier’s Choice denied liability arising from the causes of action alleged in the Company's complaint and filed counterclaims alleging invalidity of the asserted patents. On June 27, 2019, Skier’s Choice filed a motion to consolidate these two actions, and to continue deadlines in the earlier case for nine months, which the Company opposed. On August 22, 2019, the motion for consolidation was referred by Judge Thomas Varlan to Magistrate Judge Bruce Guyton, and the two cases were stayed pending resolution of that motion. On November 27, 2019, Judge Guyton ordered the two cases to be consolidated. On January 7, 2020, the consolidated cases were reassigned to Judge Jon McCalla. On January 23, 2020, Judge McCalla issued a Scheduling Order, scheduling trial on the consolidated cases to begin on September 29, 2020. On July 23, 2020, the Company moved to dismiss its allegations of infringement of U.S. Patent No. 9,199,695, which Skier’s Choice opposed. On August 25, 2020, Judge McCalla issued a claim construction order and set a scheduling conference for August 27, 2020, for purposes of resetting the pretrial calendar and trial dates. On September 11, 2020, the Court issued a Scheduling Order resetting the trial for the consolidated cases to begin on January 25, 2021. On December 11, 2020, the Court issued an Order resetting the trial for the consolidated cases to begin on May 10, 2021. During the trial, the Court found that Skier’s Choice did not infringe one claim of the ’873 Patent, and also found that Skier’s Choice did infringe one claim of the ’777 Patent. On May 21, 2021, a jury returned a verdict finding that Skier’s Choice did not infringe three claims from the ’777 and ’161 Patents, and also found four claims from the ’777 and ’161 Patents to be invalid. Malibu did not pursue an appeal of the verdict. On June 4, 2021, Skier’s Choice filed a motion seeking an award of attorney’s fees and costs. Malibu opposed Skier’s Choice’s motion. The Company is a defendant in a product liability case alleging defective product design and failure to warn. The case is Stephen Paul Batchelder and Margaret Mary Batchelder Individually, as Administrators of the Estate of Ryan Paul Batchelder, deceased, etc., et al Plaintiffs, v. Malibu Boats, LLC, f/k/a Malibu Boats, Inc.; Malibu Boats West, Inc., et al, Defendants, In the Superior Court of Rabun County, Georgia, Civil Action Case No. 2016-CV-0114-C. The case involves a personal injury accident involving the propeller of a boat manufactured by the Company. Plaintiffs seek damages, including economic and punitive damages, alleging that the accident was caused by a design defect and a failure to warn. The Company maintains product liability insurance that is applicable to this case. The complaint was initially filed in the Superior Court of Rabun County, Georgia on May 9, 2016. The trial commenced on August 16, 2021 and is continuing as of the date of this Annual Report on Form 10-K. The Company believes that the allegations in the case are unfounded and denies that there was a design defect or that any defect in the boat was a legal cause of the injury. The Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss. 18. Related Party Transactions As of June 30, 2021, there were two non-employee members of the Company's board of directors that are also original shareholders of the Company and receive an annual retainer as compensation for services rendered. On November 2, 2018, one non-employee member of the Company's board of directors that is also an original shareholder departed from the board. For the fiscal years ended June 30, 2021, 2020 and 2019, $ 315 , $ 310 and $ 347 , respectively, was paid to these directors in both cash and equity for their services. Of the amount paid, $ 51 was a prepayment for services through the 2021 and 2020 annual meetings for both of the years ended June 30, 2021 and 2020. 19. Segment Reporting The Company has three reportable segments, Malibu, Saltwater Fishing and Cobalt. The Malibu segment participates in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sports boats throughout the world. The Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group brand boats (Maverick, Cobia, Pathfinder and Hewes). The Cobalt segment participates in the manufacturing, distribution, marketing and sale of Cobalt boats throughout the world. The Company revised its segment reporting effective December 31, 2020, to account for its acquisition of Maverick Boat Group and to conform to changes in its internal management reporting based on the Company’s boat manufacturing operations. 98 Table of Contents Prior to this change in reporting segments, the Company had three reportable segments, Malibu, Cobalt and Pursuit. The Company now aggregates Pursuit and Maverick Boat Group into one reportable segment as they have similar economic characteristics and qualitative factors. As a result, the Company continues to have three reportable segments, Malibu, Saltwater Fishing and Cobalt. All segment information in the accompanying consolidated financial statements has been revised to conform to the Company’s current reporting segments for comparison purposes. There is no country outside of the United States from which we (a) derived net sales equal to 10% of total net sales, or (b) attributed assets equal to 10% of total assets. Net sales are attributed to countries based on the location of the dealer. The following table presents financial information for the Company’s reportable segments for fiscal years ended June 30, 2021, 2020, and 2019. Fiscal Year Ended June 30, 2021 Malibu Saltwater Fishing 1 Cobalt Total Net sales $ 483,525 $ 242,914 $ 200,076 $ 926,515 Depreciation and amortization 9,397 7,682 5,812 22,891 Net income before provision for income taxes 88,511 35,079 24,671 148,261 Capital expenditures 11,269 9,962 9,446 30,677 Long-lived assets 52,533 291,960 124,816 469,309 Total assets $ 211,510 $ 360,481 $ 170,793 $ 742,784 Fiscal Year Ended June 30, 2020 Malibu Saltwater Fishing 1 Cobalt Total Net sales $ 354,769 $ 123,626 $ 174,768 $ 653,163 Depreciation and amortization 8,809 4,313 5,258 18,380 Net income before provision for income taxes 55,567 10,890 17,275 83,732 Capital expenditures 10,260 22,181 8,850 41,291 Long-lived assets 49,771 114,196 121,508 285,475 Total assets $ 194,502 $ 129,024 $ 153,820 $ 477,346 Fiscal Year Ended June 30, 2019 Malibu Saltwater Fishing 1 Cobalt Total Net sales $ 374,611 $ 102,807 $ 206,598 $ 684,016 Depreciation and amortization 7,674 3,034 5,252 15,960 Net income before provision for income taxes 54,160 8,946 28,691 91,797 Capital expenditures 9,153 4,381 4,404 17,938 Long-lived assets 49,207 96,312 117,702 263,221 Total assets $ 185,154 $ 114,679 $ 151,481 $ 451,314 1 Represents the results of Maverick Boat Group since the acquisition on December 31, 2020 and Pursuit since the acquisition on October 15, 2018 . 99 Table of Contents 20. Quarterly Financial Reporting (Unaudited) Quarter Ended Fiscal Year Ended June 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 September 30, 2020 Net sales $ 276,722 $ 273,162 $ 195,647 $ 180,984 $ 926,515 Gross profit 69,227 72,028 49,489 45,741 236,485 Operating income 45,031 46,865 28,928 28,951 149,775 Net income 34,962 35,135 22,147 22,038 114,282 Net income attributable to non-controlling interest 1,235 1,339 922 945 4,441 Net income attributable to Malibu Boats, Inc. $ 33,727 $ 33,796 $ 21,225 $ 21,093 $ 109,841 Basic net income per share $ 1.62 $ 1.62 $ 1.03 $ 1.02 $ 5.29 Diluted net income per share $ 1.60 $ 1.61 $ 1.01 $ 1.01 $ 5.23 Quarter Ended Fiscal Year Ended June 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 Net sales $ 118,661 $ 182,310 $ 180,112 $ 172,080 $ 653,163 Gross profit 23,552 45,849 39,868 40,001 149,270 Operating income 8,907 30,133 23,587 22,683 85,310 Net income 6,510 23,866 17,598 16,682 64,656 Net income income attributable to non-controlling interest 307 1,088 876 823 3,094 Net income attributable to Malibu Boats, Inc. $ 6,203 $ 22,778 $ 16,722 $ 15,859 $ 61,562 Basic net income per share $ 0.30 $ 1.11 $ 0.81 $ 0.76 $ 2.98 Diluted net income per share $ 0.29 $ 1.09 $ 0.81 $ 0.76 $ 2.95 100 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.