What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-08-29 compared with 2022-08-25 · 97 added, 191 removed, 321 unchanged (47% of the section changed)

5 unchanged sentences

• references to “fiscal year” refer to the fiscal year of Malibu Boats, which ends on June 30 of each year;

• we refer to our Malibu branded boats as "Malibu", our Axis Wake Research branded boats as "Axis", our Pursuit branded boats as "Pursuit", our Maverick Boat Group branded boats as "Maverick Boat Group", and our Cobalt branded boats as "Cobalt";

• we refer to our Malibu branded boats as "Malibu", our Axis Wake Research branded boats as "Axis", our Pursuit branded boats as "Pursuit", our Maverick, Cobia, Pathfinder and Hewes branded boats as "Maverick Boat Group", and our Cobalt branded boats as "Cobalt";

• we use the term “recreational powerboat industry” to refer to our industry group, which includes performance sport boats, sterndrive and outboard boats;

7 unchanged sentences

manufacturers of exports to international markets of boats in any powerboat category for any period is based on data from the Port Import Export Reporting Service, available through March 31, 2023, and excludes such data for Australia and New Zealand.

This Annual Report on Form 10-K includes our trademarks, such as “ Monsoon,” “Surf Gate,” “Wakesetter,” “Surf Band,” and “Swim Step,” which are protected under applicable intellectual property laws and are the property of Malibu Boats.

This Form 10-K also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners.

15 unchanged sentences

Our engineering teams closely collaborate with our manufacturing personnel in order to improve product quality and process efficiencies.

The results of this collaboration are reflected in our receipt of numerous industry awards, including;

• the Boating Industry Magazine's "Top Product" award for the new Pursuit S 358 Sport in 2022, Malibu M220 in 2021, Malibu M240 in 2020, Pursuit S 378 in 2020, Malibu 25 LSV in 2019, Surf Band in 2018 and for our Integrated Surf Platform ("ISP") in 2016,

• the 2021 and 2020 WakeWorld "Readers Choice" Wakeboard and Wakesurf Boat of the Year for the Malibu Wakesetter 23 LSV,

• the “Trailers, Parts and Trailer Accessories” category at the illustrious Miami Boat Show and a Water Sports Industry Association Product Innovation Award at the annual WISA Summit for the Malibu Wakesetter 25 LSV,

• the Pursuit S 428 was voted most Innovative product in the Center Console/Walkaround Fishing Boats category during the 2022 Discover Boating Miami International Boat Show,

• the Sounding Trade Only Today’s “Top Most Innovative Marine Companies" for 2020 and 2019, and

• the "WSIA Innovation of Year" award for our Malibu M240 M-Line Hull with Surf Gate Fusion in 2020, Malibu Monsoon Engines in 2019 and our Malibu Command Center in 2017.

The results of this collaboration are reflected in our receipt of numerous industry awards.

We sell our boats through a dealer network that we believe is the strongest in the recreational powerboat industry.

As of July 1, 2022, our distribution channel consisted of over 400 dealer locations globally.

As of June 30, 2023, our distribution channel consisted of over 400 dealer locations globally.

Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands.

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

The COVID-19 pandemic has impacted our operations and financial results since the third quarter of fiscal year 2020 and continues to have an impact on us.

We elected to suspend operations at all of our facilities from March 2020 until late April and early May 2020, depending on the facility.

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

During the first half of fiscal 2021, we constrained our production levels to allow our supply chain to more fully recover from the impacts of COVID-19 in preparation of higher wholesale manufacturing volumes that we planned for the second half of fiscal 2021.

While our net sales for fiscal year 2021 were impacted by our 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 our dealers throughout fiscal year 2021 and continued into fiscal year 2022.

Fiscal year 2022 retail demand continued at a strong pace, albeit at lower levels than the record fiscal year 2021 levels, and in spite of limited inventory.

Increases in fiscal year 2022 wholesale production combined with lower retail demand levels, as compared to fiscal year 2021, have combined to increase inventory levels modestly at our Malibu and Cobalt segment dealers at the end of fiscal year 2022.

Saltwater Fishing segment dealers remain low on inventory.

inventories continue to be well below historical levels and a full recovery to historical inventory levels will depend on the ability of our supply chain to provide materials to us timely and the level of retail demand during the upcoming year.

For more information on how the COVID-19 pandemic has impacted us and may continue to impact us, see the risk factor “Our operations and sales have been adversely impacted by the COVID-19 pandemic, and we must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of COVID-19 and the related widespread public health crisis.” under Part I.

of this Form 10- K, and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations-- Impact of the COVID-19 Pandemic” under Part I., Item 7.

of this Form 10-K.

Our Market Opportunity

Market and Competitive Position

The recreational powerboat industry, including the performance sport boat, sterndrive and outboard categories, is highly competitive for consumers and dealers.

Competition affects our ability to succeed in the markets we currently serve and new markets that we may enter in the future.

We compete with several large manufacturers that may have greater financial, marketing and other resources than we do.

We compete with large manufacturers who are represented by dealers in the markets in which we now operate and into which we plan to expand.

We also compete with a wide variety of small, independent manufacturers.

Competition in our industry is based primarily on brand name, price and product performance.

During calendar year 2022, retail sales of new recreational powerboats in the United States totaled $16.0 billion.

Of the recreational powerboat categories defined and tracked by the NMMA, we serve the top three categories of outboard, sterndrive and performance sport boat representing an addressable market of nearly $13.1 billion in retail sales through our Malibu, Axis, Pursuit, Maverick Boat Group and Cobalt brands.

Of the recreational powerboat categories defined and tracked by the NMMA, we serve three of the top four categories consisting of outboard, sterndrive and performance sport boat representing an addressable market of nearly $13.2 billion in retail sales through our Malibu, Axis, Pursuit, Maverick Boat Group brands and Cobalt brands.

The following table illustrates the size of our addressable market in units and retail sales for calendar year 2022:

2 unchanged sentences

Outboard 160,850 $ 10,419

Sterndrive 8,950 945

Performance sport boat 12,200 $ 1,893

Sterndrive 6,900 $ 887

Jet boat 8,000 $ 495

1 unchanged sentence

Total addressable market 189,550 $ 15,977

Our Strengths

Leading Market Share Positions .

We maintain a leading market share position in a number of recreational boating categories with our various brands.

According to SSI, in 2021 we held the number one market share position in the United States for performance sport boats with our Malibu and Axis brands, the number one market share position in the United States for the 24’—29’ segment of the sterndrive boat category through our Cobalt brand, and the number two market share position in the outboard fiberglass fishing market that our Pursuit and Maverick Boat Group brands serve, in each case based on unit volume.

According to SSI, in 2022 we held the number one market share position in the United States for performance sport boats with our Malibu and Axis brands, the number one market share position in the United States for the 24’—29’ segment of the sterndrive boat category through our Cobalt brand, and we are among the leading market share positions in the outboard fiberglass fishing market that our Pursuit and Maverick Boat Group brands serve, in each case based on unit volume.

We have grown our U.S.

market share in the performance sports boat category from 24.5% in 2010 to 30.5% in 2021 and we have expanded our market share in the 24’-29’ segment of the sterndrive boat category from 14.2% in 2010 to 35.2% in 2021.

market share in the performance sports boat category from 24.5% in 2010 to 28.8% in 2022 and we have

expanded our market share in the 24’-29’ segment of the sterndrive boat category from 14.2% in 2010 to 35.9% in 2022.

Our Pursuit brand has gained share within its market since our acquisition of Pursuit and we are positioned to gain a broader share of the overall outboard fiberglass fishing market with our Maverick Boat Group brands.

Industry-leading Product Design and Innovation.

We believe that our innovation in the design of new boat models and new features has been a key to our success, helping us increase our market share within our categories and generally broaden the appeal of our products among recreational boaters.

As a result of the features we have introduced, such as our Integrated Surf Platform which includes patented Surf Gate and Power Wedge technology along with tailored swim steps and hard tank ballast, our boats can be used for an increasingly wide range of activities.

At the same time they are increasingly easier to use, while maintaining the highest level of performance characteristics that consumers expect.

Additionally, by introducing new boat models across our portfolio of brands in a range of price points, sizes, bow and hull designs, engine propulsion, and optional performance features, we believe we have enhanced consumers’ ability to select a boat suited to their individual preferences.

Our commitment to developing new boat models and introducing new features are reflected in the fact we consistently and successfully bring multiple new model introductions year after year.

Focus on Vertical Integration Opportunities.

We have vertically integrated a number of key components of our manufacturing process, including the manufacturing of our own engines, boat trailers, towers and tower accessories, machined and billet parts, soft grip flooring, and most recently, wiring harnesses .

We began including our engines, branded as Malibu Monsoon engines, in our Malibu and Axis boats for model year 2019.

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

In fiscal year 2022, we acquired a facility to begin manufacturing our own wiring harnesses.

As a result of this acquisition, we reduced the risk of production delays due to delays in receipt of wiring harnesses from third-party suppliers.

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

efficiency of our manufacturing process.

Additionally, it allows us to have greater control over design, consumer customization options, construction quality, and our supply chain.

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

Intellectual Property.

A key element of our growth and increased market share has been our intellectual property, which we believe is the best in our industry.

Among the most innovative and sought after features on our boats has been Surf Gate.

Together with Power Wedge and Surf Band, we believe that these patented technologies will continue to drive demand for our products and increase margins across our brands.

In fiscal 2018 we acquired Swim Step, through our acquisition of Cobalt, which further increases the appeal of our product portfolio.

Consequently, there is an increased need to vigorously defend our patents and other intellectual property to ensure we maintain our competitive edge.

Because of the appeal of these technologies, we have entered into agreements to license them to other manufacturers within the performance sport boat category.

We believe licensing our products provides us with a significant strategic advantage over our competitors by allowing us to expand into other markets and broadening the appeal of these technologies into segments that would not otherwise have them, thereby eventually creating a path to a Malibu purchase.

Strong Dealer Network.

We have worked diligently with our dealers to cultivate one of the strongest distribution networks in the recreational powerboat industry.

We believe that our distribution network allows us to distribute our products more broadly and effectively than our competitors.

We continually review our geographic coverage to identify opportunities for expansion and improvement, and will, where necessary, add dealer locations to address previously underserved markets or replace underperforming dealers.

Highly Recognized Brands.

We believe our Malibu, Axis, Pursuit, Maverick Boat Group and Cobalt brands are widely recognized in the recreational powerboat industry, which helps us reach a growing number of target consumers.

For over 30 years, our Malibu brand has generated a loyal following of recreational boaters and water sports enthusiasts who value the brand’s premium performance and features, while our Axis brand has grown rapidly as consumers have been drawn to its more affordable price point and available optional features.

We also have acquired six well-known brands in Pursuit, Cobia, Pathfinder, Maverick, Hewes and Cobalt.

For the past 35 years, Pursuit has established a premium brand in the saltwater outboard fishing market through its extensive dealer network and longstanding commitment to customers and Maverick Boat Group has developed a strong reputation for saltwater outboard product offerings with its brands of center console and bay boats.

Cobalt has developed into one of the industry’s most recognizable and respected large-sized luxury cruiser brands over its 50-year history.

We build on our brand recognition and support through a series of marketing initiatives coordinated with our dealers or executed directly by us.

Our marketing efforts are conducted using an array of strategies, which include digital advertising, social media engagement, advertisements in endemic media and the sponsorship of grass-roots boating and watersport events.

We believe our marketing strategies and accomplishments enhance our profile in the industry, strengthen our credibility with consumers and dealers, and increase the appeal of our brands.

Diverse Product Offering.

We are able to engage consumers across multiple categories within the recreational powerboat industry.

Malibu and Axis are market leaders in the performance sport boat category, Pursuit and Maverick Boat Group compete in the saltwater outboard fishing boat market with center console, dual console, offshore models, flats and bay boats, and Cobalt operates in the sterndrive category and has also expanded into wake surfing and outboard product lines.

We intend to grow our leading market share positions within recreational powerboat industry through the following strategies:

Continue to Develop New and Innovative Products in Our Categories.

We intend to continue developing and introducing new and innovative products—both new boat models to better address a broader range of consumers and new features to deliver better performance, functionality, convenience, comfort and safety to our consumers.

We believe that new products and features are important to the growth of our market share, the continued expansion of our categories and our ability to maintain attractive margins.

Our product development strategy consists of a two-pronged approach.

First, we seek to introduce new boat models to target unaddressed or underserved segments of the recreational powerboat industry, while also updating and refreshing our existing boat models regularly.

Second, we seek to develop and integrate innovative new or enhanced optional feature offerings into our boats.

For our Malibu and Axis brands, this includes Surf Gate, Malibu Command Center with Wireless Charging, Power Wedge III, Tower Mister, Hard Tank Ballast with Fast Fill and Fast Drain System, G5 and the power actuated Gx Towers, integrated Garmin touch screens on all new model Axis, and integrated flip down Swim Step, including the electric version on some new Malibu models.

For Cobalt, it includes outboard propulsion models to expand its addressable market.

Cobalt has been able to achieve growth in recent years partly by expanding its presence in the sterndrive surfing category through its Cobalt Surf series, which now features Surf Gate.

In addition, other new features have included Splash and Stow,

the hydraulic submersible swim platform, new electronic flip down Swim Step and MakeFast powered Sun Awning.

For the Pursuit brand, the focus has been on expanding our award winning Dual Console and Sport product offerings that continue to combine innovative features and dependable performance in refined designs that accommodate a broad array of activities on the water, including the Electric Sliding Entertainment Center on the S 378 and the sliding second row center console seating on the S 428.

We intend to continue releasing new products and features multiple times during the year, which we believe enhances our reputation as a leading innovator in boat manufacturing and provides us with a competitive advantage.

We are in the early stages of developing enhanced product development roadmaps for our Maverick Boat Group brands and believe our experience driving innovation at our other brands will translate to enhanced innovation there.

Further Strengthen Our Dealer Network.

Our goal is to achieve and maintain leading market share in each of the categories in which we operate.

We continually assess our distribution network and believe we take the actions necessary to achieve our goal.

We intend to strengthen our current footprint by selectively recruiting market-leading dealers who currently sell our competitors’ products.

In addition, we plan to continue expanding our dealer network in certain geographic areas to increase consumer access and service in strategic markets.

We believe our targeted initiatives to enhance and grow our dealer network across all of our brands will increase unit sales in the future.

Continue to Seek Vertical Integration Opportunities.

Over the past several years, we have focused on expanding our vertical integration capabilities.

We have successfully integrated the production of our own towers and tower accessories, trailers, machine and billet parts, Malibu Monsoon engines, soft grip flooring and most recently, wiring harnesses.

Additional vertical integration opportunities exist across our product portfolio and we are aggressively monitoring these opportunities.

Selectively Pursue Strategic Acquisitions.

One of our growth strategies is to drive growth in our business through targeted acquisitions that add value while considering our existing brands and product portfolio.

We acquired Maverick Boat Group in December 2020, Pursuit in October 2018, and Cobalt in July 2017.

In February 2022, we acquired a facility to begin manufacturing our own wiring harnesses.

The primary objectives of our acquisitions are to expand our presence in new or adjacent categories, to expand into other product lines that may benefit from our operating strengths, and to increase the size of our addressable market.

When we identify potential acquisitions, we attempt to target companies with a leading market share, strong cash flows, and an experienced management team and workforce that provide a fit with our existing operations.

After completing an acquisition, we focus on integrating the company with our existing business to provide additional value to the combined entity through cost savings and revenue synergies, such as the optimization of manufacturing operations, improved processes around product development, enhancement of our existing dealer distribution network, accelerated innovation, administrative cost savings, shared procurement, vertical integration and cross-selling opportunities.

Our Products and Brands

We design, manufacture and sell recreational powerboats, including performance sport boats, sterndrive and outboard boats across eight world-renowned brands:

We design, manufacture and sell recreational powerboats, including performance sport boats, sterndrive and outboard boats across eight brands:

Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes, and Cobalt.

We believe we deliver superior performance for general recreational purposes with a significant focus on water sports, including

wakeboarding, water skiing and wake surfing as well as general recreational boating and fishing.

We believe that we deliver superior performance for general recreational purposes with a significant focus on water sports, including wakeboarding, water skiing and wake surfing as well as general recreational boating and fishing.

In addition, we also offer various accessories and aftermarket parts.

The following table provides an overview of our product offerings by brand:

The following table provides an overview of our product offerings by brand as of June 30, 2023:

Reportable Segment Brand Number of

1 unchanged sentence

(In thousands) Description

Malibu Malibu 11 20'-26' $70-$225 Founded in 1982, Malibu targets consumers seeking a premium boating experience with our latest innovations in performance, comfort and convenience.

Malibu Malibu 11 20'-26' $80-$300 Malibu targets consumers seeking a premium boating experience with our latest innovations in performance, comfort and convenience.

Across our three product lines, we offer a variety of products to customers from our Response Series tailored for high-performance water ski to highly customizable options in our Wakesetter series to our ultra premium models in the M Series.

Axis 6 20’-25’ $70-$130 Launched in 2009, Axis was formed to target a younger demographic by providing a more affordably priced, high quality, entry-level boat with high performance, functional simplicity and the option to upgrade key features such as Surf Gate.

Saltwater Fishing Pursuit 16 24'-44' $110-$1,300 Launched in 1977, Pursuit is a premium brand of saltwater outboard fishing boats available in three product lines including our sports center consoles, dual consoles and our offshore series to provide customers with options for ideal fishing as well as casual cruising and luxury entertainment.

Cobia 12 20'-35' $60-$485 Founded in 1985, and acquired by Maverick Boat Group in 2005, Cobia models consist of center console and dual console vessels that are designed to promote ease of boating and fishing for all levels of anglers and boaters.

Pathfinder 7 20'-27' $50-$230 Launched in 1984, by the Maverick Boat Group, Pathfinder provides the most versatile inshore fishing boat.

Axis 6 20’-25’ $80-$175 Axis was formed to target a younger demographic by providing a more affordably priced, high quality, entry-level boat with high performance, functional simplicity and the option to upgrade key features such as Surf Gate.

Saltwater Fishing Pursuit 18 24'-46' $130-$1,400 Pursuit is a premium brand of saltwater outboard fishing boats available in three product lines including our sports center consoles, dual consoles and our offshore series to provide customers with options for ideal fishing as well as casual cruising and luxury entertainment.

Cobia 11 21'-34' $60-$500 Cobia models consist of center console and dual console vessels that are designed to promote ease of boating and fishing for all levels of anglers and boaters.

Pathfinder 8 22'-27' $60-$250 Pathfinder provides the most versatile inshore fishing boat.

The product of bay boats provides for dedicated anglers to fish and do so with comfort, safety and proven technology.

Maverick and Hewes 6 16'-21' $45-$115 Maverick, since 1984 and Hewes for 60 years have been designed to tailor to shallow inshore flats anglers.

Maverick and Hewes 6 16'-21' $45-$125 Maverick and Hewes have been designed to tailor to shallow inshore flats anglers.

These boats, with vacuum infused (VARIS) construction and enhanced performance, provide a legacy of dependability, unmatched ride, and exceptional craftsmanship.

Cobalt Cobalt 18 22’-36’ $65-$525 Founded in 1967, Cobalt is a premium luxury sterndrive and outboard boat manufacturer available in five product lines.

Our products tailor sterndrive from entry level to premium with options to expand some models with the patented SurfGate, as well as our outboard series for increased saltwater use.

Cobalt Cobalt 18 22’-36’ $75-$625 Cobalt is a premium luxury sterndrive and outboard boat manufacturer available in five product lines.

Our products tailor sterndrive from entry level to premium with options to expand some models with the patented Surf Gate, as well as our outboard series for increased saltwater use.

Innovative Features

6 unchanged sentences

By employing precisely engineered and electronically controlled panels, Surf Gate alleviates this time-consuming and cumbersome process, allowing boaters to easily surf behind an evenly weighted boat without the need to wait for ballast changes.

We have also developed our patented Surf Band technology that allows the rider to control the surf wave, shape, size and side.

Some of our other notable innovations include Power Wedge III, G5 and the power actuated GX Tower, Electronic Dashboard Controls, Flip Down Swim Step, Tower Mister, Splash and Stow and TrueWave.

We have also developed our patented Surf Band technology that allows the rider to remotely control the surf wave, shape, size and side.

Some of our other notable innovations include Power Wedge III, G5 and the power actuated G10+ Tower, Electronic Dashboard Controls, Flip Down Swim Step, Tower Mister, Splash and Stow and Cobalt's TruWave Technology.

Pursuit also has introduced the industry first Electric Sliding Entertainment Center and sliding second row center console seating.

Maverick Boat Group has introduced first of its kind "Hybrid" and "Open" Bay Boat designs in recent years.

We won the Boating Industry Magazine's "Top Product" award for the Pursuit S 358 Sport in 2022, Malibu M220 in 2021, Malibu M240 in 2020, Pursuit S 378 in 2020, Malibu 25 LSV in 2019, Surf Band in 2018 and for our Integrated Surf Platform ("ISP") in 2016, as well as the Boating Industry's Best New and Innovative Products in 2019 for the Cobalt A29.

We won the Boating Industry Magazine's "Top Product" award for the Pursuit S 358 Sport in 2022.

Malibu Trailers took the coveted NMMA Innovation Award at the Miami International Boat Show in 2022.

The Malibu Wakesetter 23 LSV has won Wakeworld “Readers Choice” Wakeboard and Wakesurf Boat of the Year for 2020 and 2021.

We have also been recognized as Sounding

Trade Only Today’s “2020 and 2019 Top Most Innovative Marine Companies,” and we earned the honors of "WSIA Innovation of Year" award for the Malibu M240 M-Line Hull with Surf Gate Fusion in 2020, Malibu Monsoon Engines in 2019 and our Malibu Command Center in 2017.

The Malibu Wakesetter 23 LSV has won Wakeworld “Readers Choice” Wakeboard and Wakesurf Boat of the Year three years running in 2022, 2021 and 2020.

We also offer an array of less technological, but nonetheless value-added boat features such as gelcoat upgrades, upholstery upgrades, engine drivetrain enhancements (such as silent exhaust tips, propeller upgrades and closed cooling engine configuration), sound system upgrades, bimini tops, boat covers and trailers which further increase the level of customization afforded to consumers.

2 unchanged sentences

We establish performance criteria that our dealers must meet as part of their dealer agreements to ensure our dealer network remains the strongest in the industry.

As a member of our network, dealers may qualify for floor plan financing programs, rebates, seasonal discounts, promotional co-op payments and other allowances.

As a member of our network, dealers may qualify for floor plan financing programs, rebates, seasonal discounts and other allowances.

We believe our dealer network is the most extensive in the market.

North America

As of July 1, 2022, our dealer network consisted of over 300 dealer locations servicing the performance sport boat, sterndrive, and outboard markets strategically located throughout the U.S.

As of June 30, 2023, our dealer network consisted of over 300 dealer locations servicing the performance sport boat, sterndrive, and outboard markets strategically located throughout the U.S.

Approximately 50% of our dealer locations have been with us, or with Pursuit, Maverick Boat Group or Cobalt, prior to our acquisition of them, for over ten years.

4 unchanged sentences

represented approximately 17.2% , 16.8% and 16.3% of consolidated net sales in fiscal years 2023, 2022 and 2021, respectively, including approximately 6.5%, 29.5% and 20.7% of consolidated sales in fiscal year 2023 for Malibu, Saltwater Fishing and Cobalt, respectively.

Sales to our dealers under common control of Tommy's Boats represented approximately 10.7%, 9.4% and 7.3% of our consolidated net sales in the fiscal years ended June 30, 2023 , 2022 and 2021 respectively, including approximately 23.3%, 0.0% and 0.9% of consolidated sales in fiscal year 2023 for Malibu, Saltwater Fishing and Cobalt, respectively.

We consistently review our distribution network to identify opportunities to expand our geographic footprint and improve our coverage of the market.

4 unchanged sentences

We have an extensive international distribution network for our Malibu, Axis, Pursuit, Maverick Boat Group and Cobalt brands.

As of July 1, 2022, our dealer network consisted of over 100 dealer locations throughout Europe, Asia, Middle East, South America, South Africa, and Australia/New Zealand.

As of June 30, 2023, our dealer network consisted of over 100 dealer locations throughout Europe, Asia, Middle East, South America, South Africa, and Australia/New Zealand.

Dealer Management

Our relationship with our dealers is governed by dealer agreements.

Our relationships with our dealers are governed by dealer agreements.

Each dealer agreement has a finite term lasting between one and three years.

18 unchanged sentences

Failure to meet the commitment volume or other terms of the program may result in partial or complete forfeiture of the dealer’s rebate.

Dealers of the Malibu, Axis, Pursuit and Maverick Boat Group product line may earn certain co-op reimbursements upon reaching a specified level of qualifying expenditures.

• Free flooring .

5 unchanged sentences

Our North American dealers often purchase boats through floor plan financing programs with third-party floor plan financing providers.

During fiscal year 2022, approximatel y 7 5 % of our North American shipments were made pursuant to floor plan financing programs through which our dealers participate.

During fiscal year 2023, approximatel y 75% of our North American shipments were made pursuant to floor plan financing programs which our dealers participate in.

These programs allow dealers across our brands to establish lines of credit with third-party lenders to purchase inventory.

7 unchanged sentences

In addition, the historical margin loss on the resale of repurchased units has often been below 10% of the repurchased amount.

For fiscal year 2022, we did not repurchase any boats under our repurchase agreements.

For fiscal year 2021, we did not repurchase any boats under our repurchase agreements.

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

For fiscal years 2023, 2022 and 2021, we did not repurchase any boats under our repurchase agreements.

Marketing and Sales

4 unchanged sentences

Our marketing strategy focuses on building brand awareness and loyalty in the inboard towboat market with Malibu and Axis brands and the outboard and sterndrive markets with Pursuit, Maverick Boat Group and Cobalt brands.

Activating the

marketing strategy involves creating custom content to be utilized in outbound marketing campaigns and social media to engage owners and prospects.

Activating the marketing strategy involves creating custom content to be utilized in outbound marketing campaigns and social media to engage

owners and prospects.

In addition to retail websites developed for each of those brands and their unique consumers, the brands also manage all other aspects of marketing including traditional print advertising and trade shows.

1 unchanged sentence

We are strategically and financially committed to innovation, as reflected in our dedicated product development and engineering teams located in Tennessee, Kansas, California, and Florida and evidenced by our track record of new product introduction.

As of June 30, 2023, our product development and engineering team consisted of nearly 60 professionals.

These individuals bring to our product development efforts significant expertise across core disciplines, including boat design, trailer design, computer-aided design, electrical engineering and mechanical engineering.

1 unchanged sentence

In addition, our Chief Executive Officer and Chief Operating Officer are actively involved in the product development process and integration into manufacturing.

Our product development strategy consists of a two-pronged approach.

Second, we seek to develop and integrate innovative new or enhanced optional feature offerings into our boats.

We intend to release new products and features multiple times during a year, which we believe enhances our reputation as a leading innovator in boat manufacturing and provides us with a competitive advantage.

We take a disciplined approach to the management of our product development strategy.

6 unchanged sentences

Manufacturing

Malibu has seven manufacturing facilities located in five U.S.

We have eight manufacturing facilities located in five U.S.

states and Australia.

1 unchanged sentence

we produce sterndrive and outboard boats through our Cobalt brand at our Kansas manufacturing facility;

and we produce saltwater outboard boats under our Pursuit and Maverick Boat Group brands in Fort Pierce, Florida.

We completed expansion projects at our facilities in Kansas (Cobalt) and Florida (Pursuit) during fiscal year 2020 and at our other Florida facility (Maverick Boat Group) in fiscal year 2022.

and we produce saltwater outboard boats under our Pursuit and Maverick Boat Group brands, as well as tooling parts, in Fort Pierce, Florida.

We completed expansion projects at one of our Florida facilities (Maverick Boat Group) in fiscal year 2022 and at our other Florida facility (Pursuit Tooling) in fiscal year 2023.

We also recently purchased a 260,000 square foot manufacturing facility near our Tennessee campus that we expect to fully finish constructing in fiscal year 2024.

For our Malibu and Axis brands, we manufacture towers, tower accessories and stainless steel and aluminum billet at our California facility and engines and trailers at our Tennessee facility.

4 unchanged sentences

We have vertically integrated key components of our manufacturing process, including the manufacturing of our own engines, boat trailers, towers and tower accessories, machined and billet parts, soft grip flooring, and most recently, wiring harnesses.

We began including our engines, branded as Malibu Monsoon engines, in our Malibu and Axis boats for model year 2019.

We began including our engines, branded as Malibu Monsoon engines, in our Malibu and Axis boats for model year 2019, and in fiscal year 2024 we plan to begin offering Monsoon sterndrive engines to our Cobalt dealers and customers.

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

Our trailers are produced in a continuous flow manufacturing process involving cutting and bending of the main frame from raw top grade carbon steel, painting using our state-of-the-art system and installation of components.

Our tower-related manufacturing in California uses multiple computer-controlled machines to cut all of the aluminum parts required for tower assembly.

We are the only performance sport boat company that manufacturers towers in-house.

We are the only performance sport boat company that manufactures towers in-house.

In fiscal year 2022, we acquired a facility to begin manufacturing our own wiring harnesses.

As a result of this acquisition, we reduced the risk of production delays due to delays in receipt of wiring harnesses from third-party suppliers.

As a result of this

acquisition, we reduced the risk of production delays due to delays in receipt of wiring harnesses from third-party suppliers.

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

2 unchanged sentences

We procure other components, such as electronic controls, from third-party vendors and install them on the boat.

We are committed to continuous improvement in our operations, with the goal of increased labor efficiencies and reduced costs of materials resulting in higher gross margins.

Our production engineers evaluate and seek to optimize the configuration of our production line given our production volumes and model mix.

We use disciplined mold maintenance procedures to maintain the usable life of our molds and to reduce surface defects that would require rework.

We have instituted scrap material reduction and recovery processes, both internally and with our supplier base, helping to manage our material costs.

Finally, we have implemented a quality management system to ensure that proper procedures and control measures are in place to deliver consistent, high-quality product, especially as our production volumes have increased.

We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, hydrocarbon feedstocks and steel, as well as product parts and components, such as engines and electronic controls, through a sales order process.

The most significant component used in manufacturing our boats, based on cost, are engines.

Through our vertical integration initiative to marinize our own engines, we entered into an engine supply agreement with General Motors LLC (“General Motors”) in November 2016 for the supply of engine blocks to use in our Malibu and Axis brand boats which began in our model year 2019 and will continue through model year 2023.

We are currently working to renew our agreement with General Motors and anticipate having a new deal complete before the expiration of the existing agreement.

In April 2023, we signed a new supply agreement with General Motors that will continue through model year 2026.

We adopted this strategy to more directly control product path (design, innovation, calibration and integration) of our largest dollar procured part, to differentiate our product from our competitors, and to increase our ability to respond to ongoing changes in the marketplace.

Pursuant to the engine supply agreement, we will submit purchase orders for engines to General Motors and, so long as we are not in breach of the engine supply agreement, General Motors will deliver engines pursuant to the purchase orders.

No minimum amount of engines is required to be ordered by us and the parties must discuss any potential capacity increases above 7,000 engines annually.

The engine supply agreement will expire on November 14, 2023, unless terminated earlier by either party as permitted under the terms of the agreement.

General Motors may terminate the engine supply agreement due to market conditions with at least eighteen (18) months’ advanced written notice.

Either party may terminate the agreement as a result of a change of control of Malibu Boats, Inc., as defined in the agreement, with at least eighteen (18) months’ advanced written notice.

Either party may also terminate the engine supply agreement due to breach of the other party upon written notice and after providing 60 days to cure any breach.

General Motors may also suspend engine deliveries to Malibu Boats in the event of a force majeure, as defined in the engine supply agreement.

General Motors will provide up to a one-year warranty on the engines supplied to us and we have agreed to indemnify General Motors for claims and costs arising from or relating to the engines resulting from our actions.

We also have two joint marketing agreements with Yamaha Motor Corporation, U.S.A., or Yamaha, that require us to supply most of our boats that are pre-rigged with outboard motors with Yamaha outboard engines.

In August 2018, we entered into a joint marketing agreement with Yamaha that became effective upon completion of our acquisition of Pursuit.

Under our agreement with Yamaha, in exchange for certain incentives, we have agreed to purchase Yamaha outboard engines for use in all Pursuit and Cobalt branded boats that are pre-equipped with outboard motors when sold by us, except for up to 10% of Pursuit and Cobalt branded boats for sale in the United States.

In addition, Maverick Boat Group has an agreement with Yamaha that we assumed when we acquired Maverick Boat Group.

Under that agreement, Maverick Boat Group, in exchange for certain incentives, has agreed to purchase Yamaha outboard engines for use in all Maverick Boat Group branded boats that are pre- equipped with outboard motors when sold by us, except for up to 15% of Maverick Boat Group branded boats for sale in the United States and certain other limited exceptions.

Our agreements with Yamaha that cover our Cobalt, Pursuit and Maverick Boat Group branded boats are scheduled to expire on June 30, 2023, unless extended by the parties to such agreement.

We experienced supply chain disruptions during fiscal year 2022 that we believe were driven by numerous factors, including labor shortages, ongoing domestic logistical constraints, West Coast port challenges and rising prices to our suppliers, in part due to inflationary pressures.

Such supply chain disruptions along with increased costs for raw materials, parts and components, shipping and labor, are having industry-wide impacts affecting us and our suppliers, dealers and customers.

We believe supply chain disruptions will continue to challenge wholesale production output for the remainder of calendar year 2022.

Pursuant to our engine supply agreement with General Motors, General Motors will deliver engines to us as we submit purchase orders.

No minimum amount of engines is required to be ordered by us.

The engine supply agreement will expire at the end of production of model year 2026, unless terminated earlier by either party as permitted under the terms of the agreement, including by General Motors due to market conditions with at least eighteen (18) months’ advanced written notice.

We had joint marketing agreements with Yamaha Motor Corporation, U.S.A., or Yamaha, that required us to supply a significant percentage of our Pursuit, Cobalt and Maverick Boat Group branded boats that are pre-rigged for outboard motors with Yamaha outboard motors in exchange for certain incentives.

Those agreements expired on June 30, 2023.

We are currently in discussions with Yamaha and expect to extend our agreement with Yamaha to supply outboard motors to a significant percentage of our Pursuit, Cobalt and Maverick Boat Group branded boats that are pre-rigged for outboard motors.

Yamaha has continued to supply outboard motors to us since our prior agreements expired.

We experienced supply chain disruptions during fiscal year 2022 that we believe were driven by numerous factors, including labor shortages, ongoing domestic logistical constraints, West Coast port challenges and rising prices for our suppliers, in part due to inflationary pressures that continued into fiscal year 2023 and that we expect to continue into fiscal year 2024.

With the exception of inflationary pressures, we believe that the systemic supply chain disruptions that we have experienced over the past several years have been largely rectified.

Insurance and Product Warranties

2 unchanged sentences

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

Our Cobalt brand boats have (1) a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount,

and (2) a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery.

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

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

4 unchanged sentences

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

Strategic Acquisitions

One of our growth strategies is to drive growth in our business through targeted acquisitions that add value while considering our existing brands and product portfolio.

We acquired Maverick Boat Group in December 2020, Pursuit in October 2018 and Cobalt in July 2017.

Intellectual Property

10 unchanged sentences

and (iii) for our Cobalt segment, Cobalt and Splash & Stow.

The recreational powerboat industry, including the performance sport boat, sterndrive and outboard categories, is highly competitive for consumers and dealers.

Competition affects our ability to succeed in the markets we currently serve and new markets that we may enter in the future.

We compete with several large manufacturers that may have greater financial, marketing and other resources than we do.

We compete with large manufacturers who are represented by dealers in the markets in which we now operate and into which we plan to expand.

We also compete with a wide variety of small, independent manufacturers.

Competition in our industry is based primarily on brand name, price and product performance.

Our dealers experience seasonality in their business.

10 unchanged sentences

Hazardous Materials and Waste

Certain materials used in our manufacturing, including the resins used in production of our boats, are toxic, flammable, corrosive, or reactive and are classified as hazardous materials by the national, state and local governments in those

jurisdictions where we manufacture our products.

The handling, storage, release, treatment, and recycling or disposal of these substances and wastes from our operations are regulated in the United States by the United States Environmental Protection Agency (“EPA”), and state and local environmental agencies.

2 unchanged sentences

Our manufacturing facilities can be subject to on-site compliance evaluation inspections (CEIs) or targeted enforcement actions.

The handling, storage, release, treatment and recycling or disposal of these substances and wastes from our operations are regulated in Australia by the Australian Department of Climate Change, Energy, the Environment and Water, the New South Wales Environmental Protection Authority and other state and local authorities.

local authorities.

Failure by us to properly handle, store, release, treat, recycle or dispose of our hazardous materials and wastes could result in liability for us, including fines, penalties, or obligations to investigate and remediate any contamination originating from our operations or facilities.

We are not aware of any material contamination at our current or former facilities for which we could be liable under environmental laws or regulations, and we currently are not undertaking any remediation or investigation activities in connection with any contamination.

Future spills or accidents or the discovery of currently unknown conditions or non-compliance could, however, could give rise to investigation and remediation obligations or related liabilities.

Future spills or accidents or the discovery of currently unknown conditions or non-compliance could, however, give rise to investigation and remediation obligations or related liabilities.

In the United States, the federal Clean Air Act (“CAA”) and corresponding state and local laws and rules regulate emissions of air pollutants.

24 unchanged sentences

We believe that all of our boats meet these standards.

In addition, safety of recreational boats in the United States is subject to federal regulation under the Boat

Safety Act of 1971, which requires boat manufacturers to recall products for replacement of parts or components that have demonstrated defects affecting safety.

We have instituted recalls for defective component parts produced by certain of our third-party suppliers, including a recall on fuel pumps supplied by a third party during fiscal year 2019.

In addition, safety of recreational boats in the United States is subject to federal regulation under the Boat Safety Act of 1971, which requires boat manufacturers to recall products for replacement of parts or components that have demonstrated defects affecting safety.

We have instituted recalls for defective component parts produced by certain of our third-party suppliers, including recalls on third party supplied steering columns during fiscal year 2023 and fuel pumps during fiscal year 2019.

None of our recalls have had a material adverse impact on us.

1 unchanged sentence

Employee Profile

As of July 31, 2022, 2021 and 2020, we had approximately 3,015, 2,645 and 1,795 employees worldwide, respectively.

As of June 30, 2023, we had approximately 3,095 employees worldwide.

None of our team members are party to a collective bargaining agreement.

We believe in working diligently to establish ourselves as an employer of choice.

Employee Well Being

Talent Retention and Development

We recognize employees are the heart of our organization and support them by offering a range of competitive pay, recognition and benefit programs.

We provide market-competitive pay and benefits to encourage performance that creates sustainable and long-term employment.

Additionally, we have numerous initiatives to support employee development, including annual performance evaluations and supervisor training programs, along with training programs for new employees (and those who are internally promoted) to learn new skills in boat production, such as gel coat application and fiberglass repair.

We believe in internal promotion where possible and are committed to developing our current team members to become the next generation of leaders throughout the organization.

1 unchanged sentence

We provide tuition assistance programs and take advantage of leadership development where possible.

We hire students from across the country in our Engineering Internship Program and many come to work for us after attaining their degree.

We partner with several colleges and universities to hire students from across the country in our Engineering Internship Program and many come to work for us after attaining their degree.

Employee Well-Being

Safety is a core value of our organization and we are committed to fostering a culture where safety is a number one priority.

1 unchanged sentence

Dependent upon job tasks, some personnel will be required to have OSHA training and/or documentation to satisfy job requirements.

Workplace safety is a fundamental organizational-wide value, and we are committed to running an efficient program.

We remain focused on building a safer workplace for our employees and will continue to work toward an injury free workplace through the implementation of training and other industry-leading safety initiatives.

Workplace safety is a fundamental organization-wide value, and we are committed to running an efficient program.

We remain focused on building a safer workplace for our employees and will continue to work toward an injury-free workplace through the implementation of training and other safety initiatives.

Culture and Values

5 unchanged sentences

With our many awards and honors, we cultivate a culture of excellence and premier boat building.

We conducted our first annual engagement survey of all employees in 2023 as an opportunity to gather feedback from employees on their experience and overall satisfaction to identify areas for organizational improvement.

Outside of formal surveys, we allow employees to continuously share any comments, questions or concerns with our leadership team, which are addressed as needed by our executive team.

Diversity and Inclusion

We are committed to maintaining an employee-first culture.

We are dedicated to protecting the well-being of our employees while creating a culture that promotes inclusivity, acceptance, equality and diversity.

Our employees bring a blend of diverse backgrounds to promote an inclusive workforce and the opportunity for career growth for all employees.

We are dedicated to protecting the well-being of our employees and creating a culture that promotes inclusivity, acceptance, equality and diversity.

Our employees bring a blend of diverse backgrounds, and we promote an inclusive workforce and the opportunity for career growth for all employees.

We seek to hire the best-qualified individuals and do not discriminate on the basis of race, creed, color, religion, national origin, citizenship status, age, disability, marital status, sexual orientation, gender, gender identity and similar classification.

We continually are evaluating our internal processes and programs to further build on our diverse, equitable and inclusive culture.

We continually evaluate our internal processes and programs to further build on our diverse, equitable and inclusive culture.

We value our team and are committed to treating all employees with dignity and respect.

4 unchanged sentences

Our corporate sponsorship with the local Kiwanis Club has allowed us to give back to children with disabilities while also helping students prepare for the upcoming school year.

We partner with the local Family Resources center each year to assist local students with cold-weather clothing fund and participates in additional local school initiatives to promote manufacturing trade jobs.

In Kansas, we support our community though recreational leagues as well as donations to local libraries, events and school fundraisers, among other initiatives.

We partner with the local

Family Resources center each year to assist local students with cold-weather clothing fund and participate in additional local school initiatives to promote manufacturing trade jobs.

In Kansas, we support our community through recreational leagues as well as donations to local libraries, events and school fundraisers, among other initiatives.

In Florida, we give back to our local communities through the Treasure Coast Food Bank, Pet Food Drive for the Humane Society, Ready to Work Boot Camp, and the Everglades Foundation, Recreational Fishing Alliance and Coastal Conservation Association.

Additionally, we are proud participants in and sponsors of the Making Strides Against Breast Cancer walk every year.

We are proud of our partnerships

with these outstanding organizations, and of the funds raised by our employees for children and families in the communities within which we operate.

We are proud of our partnerships with these outstanding organizations, and of the funds raised by our employees for children and families in the communities within which we operate.

Organizational Structure

39 unchanged sentences

Exchanges and Other Transactions with Holders of LLC Units

In connection with our IPO and the recapitalization we completed in connection with our IPO, we entered into an exchange agreement with the pre-IPO owners of the LLC under which (subject to the terms of the exchange agreement) each pre-IPO owner (or its permitted transferee) has the right to exchange its LLC Units for shares of our 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 our 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.

for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or, at our 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.

The exchange agreement provides, however, that such exchanges must be for a minimum of the lesser of 1,000 LLC Units, all of the LLC Units held by the holder, or such amount as we determine to be acceptable.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business