MALIBU BOATS, INC. 10-Q

Item 1. Financial Statements MALIBU BOATS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (In thousands, except share and per share data) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Net sales $ 338,732 $ 263,887 $ 640,943 $ 517,384 Cost of sales 263,078 200,336 490,684 394,081 Gross profit 75,654 63,551 150,259 123,303 Operating expenses: Selling and marketing 6,198 5,658 11,384 10,775 General and administrative 19,057 15,987 38,277 32,078 Amortization 1,715 1,719 3,431 3,575 Operating income 48,684 40,187 97,167 76,875 Other expense, net: Other expense (income), net 193 ( 10 ) 263 ( 23 ) Interest expense 910 656 2,195 1,340 Other expense, net 1,103 646 2,458 1,317 Income before provision for income taxes 47,581 39,541 94,709 75,558 Provision for income taxes 11,185 8,562 22,208 16,646 Net income 36,396 30,979 72,501 58,912 Net income attributable to non-controlling interest 1,234 1,088 2,456 2,077 Net income attributable to Malibu Boats, Inc. $ 35,162 $ 29,891 $ 70,045 $ 56,835 Comprehensive income: Net income $ 36,396 $ 30,979 $ 72,501 $ 58,912 Other comprehensive income (loss): Change in cumulative translation adjustment 1,227 138 ( 209 ) ( 697 ) Other comprehensive income (loss) 1,227 138 ( 209 ) ( 697 ) Comprehensive income 37,623 31,117 72,292 58,215 Less: comprehensive income attributable to non-controlling interest 1,276 1,093 2,449 2,052 Comprehensive income attributable to Malibu Boats, Inc. $ 36,347 $ 30,024 $ 69,843 $ 56,163 Weighted-average shares outstanding used in computing net income per share: Basic 20,404,583 20,900,201 20,432,216 20,875,091 Diluted 20,516,025 21,148,871 20,559,752 21,133,413 Net income available to Class A Common Stock per share: Basic $ 1.73 $ 1.43 $ 3.43 $ 2.72 Diluted $ 1.72 $ 1.41 $ 3.41 $ 2.69 The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited). 1 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share data) December 31, 2022 June 30, 2022 Assets Current assets Cash $ 49,848 $ 83,744 Trade receivables, net 55,444 51,598 Inventories, net 185,553 157,002 Prepaid expenses and other current assets 10,772 6,155 Total current assets 301,617 298,499 Property, plant and equipment, net 183,305 170,718 Goodwill 100,737 100,804 Other intangible assets, net 224,860 228,304 Deferred tax assets 40,441 42,314 Other assets 9,706 10,687 Total assets $ 860,666 $ 851,326 Liabilities Current liabilities Current maturities of long-term obligations $ — $ 1,563 Accounts payable 41,052 44,368 Accrued expenses 85,823 87,742 Income taxes and tax distribution payable 1,276 1,670 Payable pursuant to tax receivable agreement, current portion 3,958 3,958 Total current liabilities 132,109 139,301 Deferred tax liabilities 27,647 26,965 Other liabilities 10,766 11,855 Payable pursuant to tax receivable agreement, less current portion 41,583 41,583 Long-term debt 70,179 118,054 Total liabilities 282,284 337,758 Commitments and contingencies (See Note 15 ) Stockholders' Equity Class A Common Stock, par value $ 0.01 per share, 100,000,000 shares authorized; 20,475,418 shares issued and outstanding as of December 31, 2022; 20,501,081 issued and outstanding as of June 30, 2022 203 203 Class B Common Stock, par value $ 0.01 per share, 25,000,000 shares authorized; 10 shares issued and outstanding as of December 31, 2022; 10 shares issued and outstanding as of June 30, 2022 — — Preferred Stock, par value $ 0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and June 30, 2022 — — Additional paid in capital 79,207 85,294 Accumulated other comprehensive loss ( 3,716 ) ( 3,507 ) Accumulated earnings 491,229 421,184 Total stockholders' equity attributable to Malibu Boats, Inc. 566,923 503,174 Non-controlling interest 11,459 10,394 Total stockholders’ equity 578,382 513,568 Total liabilities and stockholders' equity $ 860,666 $ 851,326 The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited). 2 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (In thousands, except number of Class B shares) Class A Common Stock Class B Common Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Accumulated Earnings Non-controlling Interest in LLC Total Stockholders' Equity Shares Amount Shares Amount Balance at June 30, 2022 20,501 $ 203 10 $ — $ 85,294 $ ( 3,507 ) $ 421,184 $ 10,394 $ 513,568 Net income — — — — — — 34,883 1,222 36,105 Stock based compensation, net of withholding taxes on vested equity awards ( 12 ) — — — 743 — — — 743 Issuances of equity for services — — — — 67 — — — 67 Repurchase and retirement of common stock ( 144 ) ( 1 ) — — ( 7,867 ) — — — ( 7,868 ) Distributions to LLC Unit holders — — — — — — — ( 696 ) ( 696 ) Foreign currency translation adjustment — — — — — ( 1,436 ) — ( 43 ) ( 1,479 ) Balance at September 30, 2022 20,345 $ 202 10 $ — $ 78,237 $ ( 4,943 ) $ 456,067 $ 10,877 $ 540,440 Net income — — — — — — 35,162 1,234 36,396 Stock based compensation, net of withholding taxes on vested equity awards 128 1 — — 22 — — — 23 Issuances of equity for services 2 — — — 948 — — — 948 Distributions to LLC Unit holders — — — — — — — ( 688 ) ( 688 ) Foreign currency translation adjustment — — — — — 1,227 — 36 1,263 Balance at December 31, 2022 20,475 $ 203 10 $ — $ 79,207 $ ( 3,716 ) $ 491,229 $ 11,459 $ 578,382 3 Table of Contents Class A Common Stock Class B Common Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Accumulated Earnings Non-controlling Interest in LLC Total Stockholders' Equity Shares Amount Shares Amount Balance at June 30, 2021 20,847 $ 207 10 $ — $ 111,308 $ ( 1,639 ) $ 263,552 $ 7,726 $ 381,154 Net income — — — — — — 26,944 989 27,933 Stock based compensation, net of withholding taxes on vested equity awards ( 7 ) — — — 728 — — — 728 Issuances of equity for services — — — — 58 — — — 58 Distributions to LLC Unit holders — — — — — — — ( 558 ) ( 558 ) Foreign currency translation adjustment — — — — — ( 835 ) — ( 24 ) ( 859 ) Balance at September 30, 2021 20,840 $ 207 10 $ — $ 112,094 $ ( 2,474 ) $ 290,496 $ 8,133 $ 408,456 Net income — — — — — — 29,891 1,088 30,979 Stock based compensation, net of withholding taxes on vested equity awards 101 1 — — 53 — — — 54 Issuances of equity for services 1 — — — 948 — — — 948 Issuances of equity for exercise of stock options 35 — — — 971 — — — 971 Repurchase and retirement of common stock ( 78 ) ( 1 ) — — ( 5,227 ) — — — ( 5,228 ) Distributions to LLC Unit Holders — — — — — — — ( 452 ) ( 452 ) Foreign currency translation adjustment — — — — — 138 — 4 142 Balance at December 31, 2021 20,899 $ 207 10 $ — $ 108,839 $ ( 2,336 ) $ 320,387 $ 8,773 $ 435,870 The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited). 4 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Six Months Ended December 31, 2022 2021 Operating activities: Net income $ 72,501 $ 58,912 Adjustments to reconcile net income to net cash provided by operating activities: Non-cash compensation expense 3,651 2,856 Non-cash compensation to directors 579 485 Depreciation 10,684 9,531 Amortization 3,431 3,575 Deferred income taxes 2,556 3,665 Other items, net 792 344 Change in operating assets and liabilities: Trade receivables ( 3,846 ) 28,057 Inventories ( 28,569 ) ( 35,613 ) Prepaid expenses and other assets ( 4,287 ) ( 5,473 ) Accounts payable ( 4,151 ) ( 2,788 ) Income taxes payable 501 ( 2,899 ) Accrued expenses ( 1,924 ) 289 Other liabilities ( 1,106 ) ( 2,975 ) Net cash provided by operating activities 50,812 57,966 Investing activities: Purchases of property, plant and equipment ( 22,339 ) ( 26,226 ) Net cash used in investing activities ( 22,339 ) ( 26,226 ) Financing activities: Proceeds from revolving credit facility 141,700 — Principal payments on long-term borrowings ( 23,125 ) ( 625 ) Payments on revolving credit facility ( 167,000 ) ( 20,000 ) Payment of deferred financing costs ( 1,362 ) — Proceeds received from exercise of stock options — 971 Cash paid for withholding taxes on vested restricted stock ( 2,866 ) ( 2,027 ) Distributions to LLC Unit holders ( 1,741 ) ( 1,244 ) Repurchase and retirement of common stock ( 7,868 ) ( 5,228 ) Net cash used in financing activities ( 62,262 ) ( 28,153 ) Effect of exchange rate changes on cash ( 107 ) ( 231 ) Changes in cash ( 33,896 ) 3,356 Cash—Beginning of period 83,744 41,479 Cash—End of period $ 49,848 $ 44,835 Supplemental cash flow information: Cash paid for interest $ 1,219 $ 1,043 Cash paid for income taxes 20,168 16,655 The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited). 5 Table of Contents MALIBU BOATS, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (Dollars in thousands, except per unit 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"). The 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. The Company sells its boats under eight brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes and Cobalt brands. The Company reports its results of operations under three reportable segments -- Malibu, Saltwater Fishing and Cobalt. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu and subsidiaries for the year ended June 30, 2022, included in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted. Principles of Consolidation The accompanying unaudited interim condensed 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. Recent Acco unting Pronouncements In March 2020, the FASB issued Accounting Standards Update ("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. Per ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, this guidance is not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024. The guidance can be applied immediately through December 31, 2024. 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. 6 Table of Contents 2. Revenue Recognition The following tables disaggregate the Company's revenue by major product type and geography: Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Malibu Saltwater Fishing Cobalt Consolidated Malibu Saltwater Fishing Cobalt Consolidated Revenue by product: Boat and trailer sales $ 155,011 $ 105,363 $ 73,830 $ 334,204 $ 295,174 $ 197,256 $ 137,460 $ 629,890 Part and other sales 3,155 222 1,151 4,528 8,160 562 2,331 11,053 Net Sales $ 158,166 $ 105,585 $ 74,981 $ 338,732 $ 303,334 $ 197,818 $ 139,791 $ 640,943 Revenue by geography: North America $ 140,924 $ 104,154 $ 71,986 $ 317,064 $ 271,574 $ 193,095 $ 134,267 $ 598,936 International 17,242 1,431 2,995 21,668 31,760 4,723 5,524 42,007 Net Sales $ 158,166 $ 105,585 $ 74,981 $ 338,732 $ 303,334 $ 197,818 $ 139,791 $ 640,943 Three Months Ended December 31, 2021 Six Months Ended December 31, 2021 Malibu Saltwater Fishing Cobalt Consolidated Malibu Saltwater Fishing Cobalt Consolidated Revenue by product: Boat and trailer sales $ 130,351 $ 75,012 $ 54,667 $ 260,030 $ 243,962 $ 151,421 $ 112,500 $ 507,883 Part and other sales 3,102 229 526 3,857 7,743 547 1,211 9,501 Net Sales $ 133,453 $ 75,241 $ 55,193 $ 263,887 $ 251,705 $ 151,968 $ 113,711 $ 517,384 Revenue by geography: North America $ 115,273 $ 74,203 $ 51,801 $ 241,277 $ 218,492 $ 147,915 $ 106,440 $ 472,847 International 18,180 1,038 3,392 22,610 33,213 4,053 7,271 44,537 Net Sales $ 133,453 $ 75,241 $ 55,193 $ 263,887 $ 251,705 $ 151,968 $ 113,711 $ 517,384 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 the Company's 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 unaudited interim condensed consolidated statements of operations and comprehensive income represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the unaudited interim condensed consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based 7 Table of Contents on the portion of the LLC Units owned by such Unit holders. The ownership of the LLC is summarized as follows: As of December 31, 2022 As of June 30, 2022 Units Ownership % Units Ownership % Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC 600,919 2.9 % 600,919 2.8 % Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC 20,475,418 97.1 % 20,501,081 97.2 % 21,076,337 100.0 % 21,102,000 100.0 % 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 six months ended December 31, 2022, the Company caused the LLC to issue a total of 160,100 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") and (iii) the issuance of restricted Class A Common Stock granted under the Incentive Plan. During the six months ended December 31, 2022, 38,598 LLC Units were canceled in connection with the vesting of share-based equity awards to satisfy employee tax withholding requirements, 3,406 LLC Units were canceled in connection with the vesting of stock awards with a market condition that were deemed to not be achieved and the retirement of 42,004 trea sury shares in accordance with the LLC Agreement. Also during the six months ended December 31, 2022 , 143,759 LLC Units were redeemed and canceled by the LLC in connection with the purchase and retirement of 143,759 treasury shares under the Company's stock repurchase program that expired on November 8, 2022. 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), the 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 December 31, 2022 and June 30, 2022, tax distributions payable to non-controlling LLC Unit holders were $ 688 and $ 1,045 , respectively. During the six months ended December 31, 2022 and 2021, tax distributions paid to the non-controlling LLC Unit holders were $ 1,741 and $ 1,244 , 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. 8 Table of Contents 4. Inventories Inventories, net consisted of the following: As of December 31, 2022 As of June 30, 2022 Raw materials $ 153,505 $ 129,233 Work in progress 24,301 20,929 Finished goods 7,747 6,840 Total inventories $ 185,553 $ 157,002 5. Property, Plant and Equipment Property, plant and equipment, net consisted of the following: As of December 31, 2022 As of June 30, 2022 Land $ 4,905 $ 4,905 Building and leasehold improvements 98,706 81,030 Machinery and equipment 87,515 82,469 Furniture and fixtures 11,847 10,805 Construction in process 52,181 52,852 255,154 232,061 Less: Accumulated depreciation ( 71,849 ) ( 61,343 ) Property, plant and equipment, net $ 183,305 $ 170,718 Depreciation expense was $ 5,388 and $ 4,613 for the three months ended December 31, 2022 and 2021, respectively, and $ 10,684 and $ 9,531 for the six months ended December 31, 2022 and 2021, respectively, substantially all of which was recorded in cost of sales. 9 Table of Contents 6. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the six months ended December 31, 2022 were as follows: Malibu Saltwater Fishing Cobalt Consolidated Goodwill as of June 30, 2022 $ 12,299 $ 68,714 $ 19,791 $ 100,804 Effect of foreign currency changes on goodwill ( 67 ) — — ( 67 ) Goodwill as of December 31, 2022 $ 12,232 $ 68,714 $ 19,791 $ 100,737 The components of other intangible assets were as follows: As of December 31, 2022 As of June 30, 2022 Estimated Useful Life (in years) Weighted-Average Remaining Useful Life (in years) Definite-lived intangibles: Dealer relationships $ 131,781 $ 131,806 15 - 20 16.1 Patent 2,600 2,600 15 9.5 Trade name 100 100 15 7.5 Non-compete agreement 48 48 10 1.8 Total 134,529 134,554 Less: Accumulated amortization ( 27,869 ) ( 24,450 ) Total definite-lived intangible assets, net 106,660 110,104 Indefinite-lived intangible: Trade name 118,200 118,200 Total other intangible assets, net $ 224,860 $ 228,304 Amortization expense recognized on all amortizable intangibles was $ 1,715 and $ 1,719 for the three months ended December 31, 2022 and 2021, respectively, and $ 3,431 and $ 3,575 for the six months ended December 31, 2022 and 2021, respectively. The estimated future amortization of definite-lived intangible assets is as follows: Fiscal years ending June 30: Amount Remainder of 2023 $ 3,378 2024 6,810 2025 6,807 2026 6,805 2027 6,805 2028 and thereafter 76,055 $ 106,660 10 Table of Contents 7. Accrued Expenses Accrued expenses consisted of the following: As of December 31, 2022 As of June 30, 2022 Warranties $ 40,513 $ 38,673 Dealer incentives 17,270 16,357 Accrued compensation 15,978 21,076 Current operating lease liabilities 2,201 2,121 Accrued legal and professional fees 2,151 1,939 Customer deposits 4,958 4,851 Other accrued expenses 2,752 2,725 Total accrued expenses $ 85,823 $ 87,742 8. Product Warranties Malibu and Axis brand boats have a limited warranty for a period up to five years . 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 the Company’s warranty and certain components or parts that are separately warranted by the manufacturer or supplier (such as the engine). Engines that the Company manufactures 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 records 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 adjusts 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 limited 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 the Company’s estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods. 11 Table of Contents Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited interim condensed consolidated balance sheets, were as follows: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Beginning balance $ 39,399 $ 35,697 $ 38,673 $ 35,035 Add: Warranty expense 6,682 4,966 13,087 9,708 Less: Warranty claims paid ( 5,568 ) ( 4,267 ) ( 11,247 ) ( 8,347 ) Ending balance $ 40,513 $ 36,396 $ 40,513 $ 36,396 9. Financing Outstanding debt consisted of the following: As of December 31, 2022 As of June 30, 2022 Term loans $ — $ 23,125 Revolving credit loan 71,700 97,000 Less unamortized debt issuance costs ( 1,521 ) ( 508 ) Total debt 70,179 119,617 Less current maturities — 1,563 Long-term debt less current maturities $ 70,179 $ 118,054 Long-Term Debt As of December 31, 2022, the Company had a revolving credit facility with borrowing capacity of up to $ 350,000 . As of December 31, 2022, the Company had $ 71,700 outstanding under its revolving credit facility and $ 1,529 in outstanding letters of credit, with $ 276,771 available for borrowing. The revolving credit facility matures on July 8, 2027. On July 8, 2022, Boats LLC entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) that amended and restated its second amended and restated credit agreement dated as of June 28, 2017 (the “Prior Credit Agreement”). The Credit Agreement increased the borrowing capacity of the revolving credit facility from $ 170,000 to $ 350,000 . Boats LLC has the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $ 200,000 , subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments. The obligations of Boats LLC under the Credit Agreement are guaranteed by the LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the LLC, Boats LLC and such subsidiary guarantors. Malibu Boats, Inc. is not a party to the Credit Agreement. Borrowings under 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 (as defined in the Credit Agreement) plus 0.5 %, or one-month Term SOFR (as defined in the Credit Agreement) plus 1 % (the “Base Rate”) or (ii) SOFR (as defined in the Credit Agreement), in each case plus an applicable margin ranging from 1.25 % to 2.00 % with respect to SOFR borrowings and 0.25 % to 1.00 % with respect to Base Rate borrowings. The applicable margin will be based upon the consolidated leverage ratio of the LLC and its subsidiaries. As of December 31, 2022, the interest rate on the Company’s term loans and revolving credit facility was 5.55 %. The Company is required to pay a commitment fee for any unused portion of the revolving credit facility which will range from 0.15 % to 0.30 % per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio. 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 consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA. The Credit Agreement contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, dividends and distributions, disposition of assets, transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes 12 Table of Contents and governmental regulation. 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 parties or payments pursuant to stock option and other benefit plans up to $ 5,000 in any fiscal year, and (iv) repurchases of the Company's outstanding stock and LLC Units. In addition, the LLC may make unlimited dividends and distributions if its consolidated leverage ratio is 2.75 or less and certain other conditions are met, subject to compliance with certain financial covenants. The Credit Agreement also contains customary events of default. If an event of default has occurred and continues beyond any applicable cure period, the administrative agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing. Covenant Compliance As of December 31, 2022, the Company was in compliance with the financial covenants contained in the Credit Agreement. 10. 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. Leases with an initial term of 12 months or less are not recorded on the unaudited interim condensed consolidated balance sheets. 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, Leases is as follows: Classification As of December 31, 2022 As of June 30, 2022 Assets Right-of-use assets Other assets $ 9,662 $ 10,659 Liabilities Current operating lease liabilities Accrued expenses $ 2,201 $ 2,121 Long-term operating lease liabilities Other liabilities 8,937 10,062 Total lease liabilities $ 11,138 $ 12,183 Classification Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Six Months Ended December 31, 2022 Six Months Ended December 31, 2021 Operating lease costs (1) Cost of sales $ 646 $ 621 $ 1,313 $ 1,263 Selling and marketing, and general and administrative 237 215 456 431 Sublease income Other expense (income), net 9 9 19 19 Cash paid for amounts included in the measurement of operating lease liabilities Cash flows from operating activities 622 631 1,245 1,259 13 Table of Contents (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 as of December 31, 2022 and 2021 was 5.08 years and 5.97 years, respectively. As of December 31, 2022 and 2021, the weighted-average discount rate determined based on the Company's incremental borrowing rate is 3.64 % and 3.62 %, respectively. Future annual minimum lease payments for the following fiscal years as of December 31, 2022 are as follows: Amount Remainder of 2023 $ 1,271 2024 2,576 2025 2,307 2026 2,255 2027 2,255 2028 and thereafter 1,504 Total 12,168 Less: imputed interest ( 1,030 ) Present value of lease liabilities $ 11,138 11. 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: As of December 31, 2022 As of June 30, 2022 Beginning fiscal year balance $ 45,541 $ 48,214 Additions (reductions) to tax receivable agreement: Adjustment for change in estimated tax rate — 1,025 Payments under tax receivable agreement — ( 3,698 ) 45,541 45,541 Less: current portion under tax receivable agreement ( 3,958 ) ( 3,958 ) Ending balance $ 41,583 $ 41,583 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 14 Table of Contents 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 December 31, 2022 and June 30, 2022, the Company recorded deferred tax assets of $ 115,952 associated with basis differences in assets upon acquiring an interest in the LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. 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, 2023. 12. Income Taxes The Company 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. As of December 31, 2022 and June 30, 2022, the Company maintained a total valuation allowance of $ 15,792 and $ 15,663 , respectively, against deferred tax assets related to state net operating losses 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 also include a valuation allowance in the amount of $ 580 related to foreign tax credit carryforward that is not expected to be utilized in the future. The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including those related to the change in U.S. tax law as well as other adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law. The Inflation Reduction Act contains significant business tax provisions, including an excise tax on stock buybacks (1% for transactions beginning January 1, 2023), increased funding for IRS tax enforcement, expanded energy incentives promoting clean energy investment, and a 15% corporate minimum tax on certain large corporations. The effects of the new legislation are recognized upon enactment. The Company did not recognize any significant impact to income tax expense for the six months ended December 31, 2022 relating to the Inflation Reduction Act. For the three months ended December 31, 2022 and 2021, the Company's effective tax rate was 23.5 % and 21.7 %, respectively. For the six months ended December 31, 2022 and 2021, the Company's effective tax rate was 23.4 % and 22.0 %, respectively. For the three and six months ended December 31, 2022 and 2021, the Company's effective tax rate exceeded the statutory federal income tax rate of 21% primarily due to the impact of U.S. state taxes. For the three months ended December 31, 2022, the increase in the effective tax rate over the statutory federal income tax rate was partially offset by a windfall benefit generated by certain stock-based compensation, the benefits from the foreign derived intangible income deduction, the research and development tax credit, and the impact of non-controlling interests in the LLC. For the three months ended December 31, 2021, the increase in the effective tax rate over the statutory federal income tax rate was partially offset by a windfall benefit generated by certain stock-based compensation. For the six months ended December 31, 2022 and 2021, the increase in the effective tax rate over the statutory federal income tax rate was partially offset by a windfall benefit generated by certain stock-based compensation as well as the benefits from the foreign derived intangible income deduction, the research and development tax credit, and the impact of non- controlling interests in the LLC. 15 Table of Contents 13. Stock-Based Compensation The Company adopted a long term incentive plan which became effective on January 1, 2014, and 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 include unrestricted shares of Class A Common Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of December 31, 2022, 328,944 shares remain available for future issuance under the long term incentive plan. On November 3, 2022, under the Incentive Plan, the Company granted approximately 61,000 restricted service based stock units and 35,000 restricted service based stock awards to key employees under the Incentive Plan. The grant date fair value of these awards was $ 5,028 based on a stock price of $ 52.25 per share on the date of grant. Approximately 64 % of the awards vest ratably over three years and approximately 36 % 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, 2022, under the Incentive Plan, the Company granted to key employees a target amount of approximately 26,000 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, 2025. The maximum number of shares that can be issued if an elevated earnings target is met is approximately 40,000 . The grant date fair value of the awards were estimated to be $ 1,380 , based on a stock price of $ 52.25 . 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, 2022, under the Incentive Plan, the Company granted to key employees a target amount of approximately 26,000 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 3, 2025. The maximum number of shares that can be issued if an elevated TSR target is met is approximately 53,000 . The grant date fair value of the awards were estimated to be $ 1,808 , 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 is a summary of the changes in the Company's stock options for the six months ended December 31, 2022: Shares Weighted-Average Exercise Price/Share Total outstanding options as of June 30, 2022 49,223 $ 40.46 Options granted — — Options exercised — — Outstanding options as of December 31, 2022 49,223 40.46 Exercisable as of December 31, 2022 44,230 $ 40.79 16 Table of Contents The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the six months ended December 31, 2022: 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 as of June 30, 2022 369,649 $ 55.75 Granted 206,079 52.22 Vested ( 162,681 ) 45.94 Forfeited ( 7,652 ) 49.69 Total Non-vested Restricted Stock Units and Restricted Stock Awards as of December 31, 2022 405,395 $ 58.01 Stock-based compensation expense attributable to the Company's share-based equity awards was $ 2,016 and $ 1,598 for the three months ended December 31, 2022 and 2021, respectively, and $ 3,651 and $ 2,856 for the six months ended December 31, 2022 and 2021, respectively. Stock-based compensation expense attributed to share-based equity awards issued und er the Incentive Plan is recognized on a straight-line basis over the terms of the respective awards and is included in general and administrative expense in the Company's unaudited interim condensed consolidated statements of operations and comprehensive income. Awards vesting during the three and six months ended December 31, 2022 include 16,146 and 17,417 fully vested restricted stock units issued to non-employee directors for their service as directors for the Company. 14. 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 stockholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders. 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. 17 Table of Contents 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): Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Basic: Net income attributable to Malibu Boats, Inc. $ 35,162 $ 29,891 $ 70,045 $ 56,835 Shares used in computing basic net income per share: Weighted-average Class A Common Stock 20,149,634 20,663,227 20,182,696 20,641,925 Weighted-average participating restricted stock units convertible into Class A Common Stock 254,949 236,974 249,520 233,166 Basic weighted-average shares outstanding 20,404,583 20,900,201 20,432,216 20,875,091 Basic net income per share $ 1.73 $ 1.43 $ 3.43 $ 2.72 Diluted: Net income attributable to Malibu Boats, Inc. $ 35,162 $ 29,891 $ 70,045 $ 56,835 Shares used in computing diluted net income per share: Basic weighted-average shares outstanding 20,404,583 20,900,201 20,432,216 20,875,091 Restricted stock units granted to employees 49,725 105,143 64,419 112,896 Stock options granted to employees 11,889 72,991 13,289 74,890 Market performance awards granted to employees 49,828 70,536 49,828 70,536 Diluted weighted-average shares outstanding 1 20,516,025 21,148,871 20,559,752 21,133,413 Diluted net income per share $ 1.72 $ 1.41 $ 3.41 $ 2.69 1 The Company excluded (i) 761,150 and 661,162 potentially dilutive shares from the calculation of diluted net income per share for the three months ended December 31, 2022 and 2021, respectively, and (ii) 761,150 and 661,162 potentially dilutive shares from the calculation of diluted net income per share for the six months ended December 31, 2022 and 2021, respectively. 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 have not been presented. 15. 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 adjusts the estimated loss reserve accordingly. When a potential loss reserve is recorded, it is presented in accrued liabilities in the accompanying unaudited interim condensed 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 $ 355,785 and $ 183,953 as of December 31, 2022 and June 30, 2022, 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 unaudited interim condensed consolidated statements of operations and comprehensive income. During the three and six months ended December 31, 2022 and 2021 , there were no repurchases and as of December 31, 2022, the Company has not been notified about any probable repossessions. Therefore, the Company did not carry a reserve for repurchases as of December 31, 2022 consistent with June 30, 2022. The Company has collateralized receivables financing arrangements with a third-party floor plan financing provider for 18 Table of Contents 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 unaudited interim condensed consolidated balance sheets. As of December 31, 2022 and June 30, 2022, the Company had no financing receivables 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's 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 8 for discussion of warranty claims. The Company insures against product liability claims and except as disclosed below, believes there are no product liability claims as of December 31, 2022 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) as of December 31, 2022 that would have a material adverse impact on the Company's results of operations, financial condition or cash flows. Legal Proceedings Batchelder Matters The Company and its indirect subsidiary Boats LLC are defendants in the product liability case Batchelder et al. v. Malibu Boats, LLC, f/k/a Malibu Boats, Inc.; Malibu Boats West, Inc., et. al., Superior Court of Rabun County, Georgia, Civil Action Case No. 2016-CV-0114-C (the "Batchelder I Matter"), brought by, among others, Stephan Paul Batchelder and Margaret Mary Batchelder as Administrators of the Estate of Ryan Paul Batchelder, deceased (“Batchelder I Plaintiffs”). The Batchelder I Plaintiffs also sued the manufacturer of the boat at issue in the case, Malibu Boats West, Inc. (“West”). West is not, and has never been, a subsidiary of the Company but was a separate legal entity whose assets were purchased by Boats LLC in 2006. The case involves a personal injury accident in 2014 involving a 2000 model year boat that was manufactured by West. On August 28, 2021, the jury rejected the Batchelder I Plaintiffs’ design defect claims and found that the driver of the boat was 75 % at fault for the accident. Notwithstanding those findings, the jury found that Boats LLC and West negligently failed to 19 Table of Contents warn of a hazard posed by the boat and that such failure was a proximate cause of the death of the decedent. The jury also found that Boats LLC is a legal successor of, and responsible for the liabilities of, West. The jury awarded compensatory damages of $ 80,000 and apportioned 15 % of such damages to Boats LLC and 10 % of such damages to West. In addition, the jury awarded $ 80,000 of punitive damages against Boats LLC and $ 40,000 of punitive damages against West. Based on the jury’s finding of successor liability, the trial court entered judgment for the full amount of the verdict against Boats LLC, with a potential maximum liability to Boats LLC of $ 140,000 , plus post-judgment interest at a rate of 6.25 % per annum. The Batchelder I Plaintiffs also filed motions, after the judgment, seeking orders requiring Boats LLC to pay pre-judgment interest and a portion of their attorney fees. They claimed they are owed attorneys' fees of approximately $ 56,000 . The Company opposed both motions, arguing that the Batchelder I Plaintiffs have no right either to pre-judgment interest or to reimbursement of their attorneys’ fees, and in the alternative that the amount of attorneys’ fees sought was unreasonable. The trial court denied the Batchelder I Plaintiffs’ motion for prejudgment interest and held that ruling on the Batchelder I Plaintiffs’ motion for attorneys’ fees would be premature, indicating that it would decide whether the Batchelder I Plaintiffs have the right to attorneys’ fees, and if so what amount is reasonable, if still necessary upon the resolution of the Company’s post-trial motions and any related appeals. The Batchelder I Plaintiffs have appealed the trial court’s order denying their motion for prejudgment interest, which amount totals approximately $ 8,000 . On July 17, 2022, the trial court denied Boats LLC’s post-trial motions. Boats LLC has since filed a notice of appeal. Pending resolution of the appeals process, the payment of any damages in this matter is stayed. Based on the current status of the process, the Company believes a loss is reasonably possible and that the potential range of loss could be from $ 0 to $ 140,000 , plus post-judgment interest at 6.25 % per annum. The Company may also be required to pay prejudgment interest of approximately $ 8,000 , if the Batchelder I Plaintiffs are successful on their appeal for such interest, and an award of reasonable attorneys' fees to the Batchelder I Plaintiffs, which the Batchelder I Plaintiffs claim should be approximately $ 56,000 . As noted above, the trial court postponed any ruling on the Batchelder I Plaintiffs' contested motion for attorneys' fees pending the resolution of the Company's post-trial motions and any related appeals. The Company and Boats LLC maintain product liability insurance applicable to this case with coverage limits of $ 26,000 . At least one insurer has asserted potential coverage defenses and may dispute the scope of its obligation to the Company and Boats LLC. In addition, the Company and Boats LLC have potential claims against the insurers that they may decide to pursue with respect to this matter, but the Company cannot provide any assurance that it will pursue those claims or be successful if it does. The Company did not carry a reserve for loss as of December 31, 2022. The Company is also a defendant in a related product liability case, Stephan Paul Batchelder and Margaret Mary Batchelder, as Natural Guardians of Josh Patrick Batchelder, a minor; Darin Batchelder, individually, and as Natural Guardian of Zach Batchelder, a minor; and Kayla Batchelder (the “Batchelder II Plaintiffs”) v. Malibu Boats, LLC v. Dennis Michael Ficarra; State Court of Rabun County, Civil Action File No. 2022-CV-0034. The complaint was filed on February 9, 2022 as a purported renewal of earlier claims by the Batchelder II Plaintiffs that were dismissed without prejudice. The case involves claims by the Batchelder II Plaintiffs of their own alleged bodily injury and emotional distress stemming from the same accident involving the alleged swamping of the boat manufactured and sold by West that is the subject of the Batchelder I Matter. As noted above, West is not, and has never been, a subsidiary of the Company but was a separate legal entity whose assets were purchased by the Company in 2006. Four Batchelder II Plaintiffs (including three children) seek damages for personal injury and punitive damages, alleging that the accident was caused by a design defect and a failure to warn. The Batchelder II Plaintiffs were all dismissed without prejudice from the Batchelder I Matter shortly before the trial for the Batchelder I Matter, however, and thus the new complaint is a renewal action of the original complaint. The Company believes that the allegations in this case are unfounded and denies that there was a design defect or a duty to warn, that the Batchelder II Plaintiffs suffered the alleged injuries, or that any defect in the boat or failure to warn was a legal cause of the alleged injuries. The Company also contends that the incident was caused by the negligence of the driver of the boat and has filed a Third-Party Complaint against the driver, Dennis Ficarra, based on his negligence. 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. 16. 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. There is no country outside of the United States from which the Company (a) derived net sales equal to 10% of total net sales for the three and six months ended December 31, 2022, or (b) attributed assets equal to 10% of total assets as of December 31, 2022. Net sales are attributed to countries based on the location of the dealer. The following tables present 20 Table of Contents financial information for the Company’s reportable segments for the three and six months ended December 31, 2022 and 2021, respectively, and the Company’s financial position at December 31, 2022 and June 30, 2022, respectively: Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Malibu Saltwater Fishing Cobalt Consolidated Malibu Saltwater Fishing Cobalt Total Net sales $ 158,166 $ 105,585 $ 74,981 $ 338,732 $ 303,334 $ 197,818 $ 139,791 $ 640,943 Income before provision for income taxes $ 29,055 $ 11,021 $ 7,505 $ 47,581 $ 56,971 $ 21,281 $ 16,457 $ 94,709 Three Months Ended December 31, 2021 Six Months Ended December 31, 2021 Malibu Saltwater Fishing Cobalt Consolidated Malibu Saltwater Fishing Cobalt Total Net sales $ 133,453 $ 75,241 $ 55,193 $ 263,887 $ 251,705 $ 151,968 $ 113,711 $ 517,384 Income before provision for income taxes $ 27,668 $ 5,348 $ 6,525 $ 39,541 $ 48,777 $ 12,340 $ 14,441 $ 75,558 As of December 31, 2022 As of June 30, 2022 Assets Malibu $ 232,843 $ 264,551 Saltwater Fishing 413,249 384,684 Cobalt 214,574 202,091 Total assets $ 860,666 $ 851,326 21 Table of Contents