Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this Form 10-K Annual Report, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2022.
Report of Management on Internal Control Over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company included a report of management's assessment of the effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Management's report is included in the Company's 2022 Financial Statements under the captions entitled “ Report of Management on Internal Control Over Financial Reporting ” and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
KPMG LLP, the independent registered public accounting firm that audited the fiscal year 2022 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of June 30, 2022, which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fourth quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The Company has adopted a Code of Business Conduct applicable to our employees, directors, and officers and a Code of Ethics. This Code of Ethics is applicable to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The codes are available on the Company’s website at www.malibuboats.com . To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the codes, or waivers of such provisions granted to executive officers and directors on our website at www.malibuboats.com .
The remaining information required by this Item 10 will be included the Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP , Knoxville, TN , Auditor Firm ID: 185 .
The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.
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PART IV.
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
• Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended June 30, 2022, 2021, and 2020.
• Consolidated Balance Sheets as of June 30, 2022 and 2021.
• Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2022, 2021, and 2020.
• Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2022, 2021, and 2020.
• Notes to Consolidated Financial Statements.
• Reports of Independent Registered Public Accounting Firm.
2. Financial Statement Schedules
Separate financial statement schedules have been omitted because such information is inapplicable or is included in the financial statements or notes described above.
3. Exhibits
The exhibits filed as part of this Annual Report are listed in the exhibit index immediately preceding such exhibits, which exhibit index is incorporated herein by reference.
Exhibit No. Description
2.1
Stock Purchase Agreement dated December 31, 2020 among Malibu Boats, LLC, MBG Holdco, Inc., Maverick Boat Group, Inc., and the other parties named therein. 10
3.1
Certificate of Incorporation of Malibu Boats, Inc. 2
3.2
Bylaws of Malibu Boats, Inc. 2
3.3
Certificate of Formation of Malibu Boats Holdings, LLC 2
3.4
First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 3
3.4.1
First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 4
3.4.2
Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 5
4.1
Description of Class A Common Stock 11
4.2
Form of Class A Common Stock Certificate 2
4.3
Form of Class B Common Stock Certificate 2
4.4
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 3
4.5
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Members of Malibu Boats Holdings, LLC 3
4.6
Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 3
10.1
Third Amended and Restated Credit Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and Truist Bank, as administrative agent, as issuing bank and as swingline lender 1
10.2
Third Amended and Restated Security Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and Truist Bank, as administrative agent 1
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10.3+
Engine Supply Agreement dated November 14, 2016 between Malibu Boats, LLC and General Motors LLC 7
10.4*
Employment Agreement by and between Malibu Boats, Inc. and Ritchie Anderson, dated February 5, 2014 3
10. 5 *
Employment Agreement by and between Malibu Boats, Inc. and Jack Springer, dated February 5, 2014 3
10. 6 *
Employment Agreement by and between Malibu Boats, Inc. and Wayne Wilson, dated February 5, 2014 3
10. 7 *
Long-Term Incentive Plan 2
10. 8 *
Amendment Number One, dated as of June 24, 2014, to the Long Term Incentive Plan 5
10. 9 *
Form of Stock Option Agreement for Long-Term Incentive Plan 8
10.1 0 *
Form of Restricted Stock Agreement for Long-Term Incentive Plan 8
10.1 1 *
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (executive) 8
10.1 2 *
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (non-executive) 8
10.1 3 *
Form of Indemnification Agreement 6
10.1 4 *
Director Compensation Policy
10.1 5 *
Form of Time and Performance Based Restricted Stock Award Agreement (executive) 9
21.1
Subsidiaries of Malibu Boats, Inc.
23.1
Consent of KPMG LLP, independent registered public accounting firm for Malibu Boats, Inc.
31.1
Certificate of the Chief Executive Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certificate of the Chief Financial Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of the Chief Executive Officer and Chief Financial Officer of Malibu Boats, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 were formatted in Inline XBRL: (i) Consolidated Statements of Operations and Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, formatted in Inline XBRL (Included as Exhibit 101).
* Management contract or compensatory plan or arrangement.
+ Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
(1) Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on July 12, 2022.
(2) Filed as an exhibit to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-192862) filed on January 8, 2014.
(3) Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-36290) filed on February 6, 2014.
(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q/A (File No. 001-36290) filed on May 13, 2014.
(5) Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on June 27, 2014.
(6) Filed as an exhibit to the Company’s registration statement on Form S-1 (File No. 333-192862) filed on December 13, 2013.
(7) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 1, 2017.
(8) Filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 001-36290) filed on September 8, 2017.
(9) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 6, 2020.
(10) Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-36290) filed on January 5, 2021.
(11) Filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 001-36290) filed on August 26, 2021.
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Item 16. Form 10-K Summary
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MALIBU BOATS, INC.
August 25, 2022 /s/ Jack D. Springer
Jack D. Springer
Chief Executive Officer
(Principal Executive Officer)
August 25, 2022 /s/ Wayne R. Wilson
Wayne R. Wilson
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Jack D. Springer August 25, 2022
Jack D. Springer
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Wayne R. Wilson August 25, 2022
Wayne R. Wilson
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Michael K. Hooks August 25, 2022
Michael K. Hooks
Chairman of the Board and Director
/s/ James R. Buch August 25, 2022
James R. Buch
Director
/s/ Ivar S. Chhina August 25, 2022
Ivar S. Chhina
Director
/s/ Michael J. Connolly August 25, 2022
Michael J. Connolly
Director
/s/ Mark W. Lanigan August 25, 2022
Mark W. Lanigan
Director
/s/ Joan M. Lewis August 25, 2022
Joan M. Lewis
Director
/s/ Peter E. Murphy August 25, 2022
Peter E. Murphy
Director
/s/ John E. Stokely August 25, 2022
John E. Stokely
Director
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