Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this Form 10-K Annual Report, we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2024.
Report of Management on Internal Control Over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company included a report of management's assessment of the effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Management's report is included in the Company's 2024 Financial Statements under the captions entitled “ Report of Management on Internal Control Over Financial Reporting ” and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
KPMG LLP, the independent registered public accounting firm that audited the fiscal year 2024 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of June 30, 2024, which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fourth quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Insider Trading Arrangements and Policies .
The Company has an insider trading policy and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The Company has adopted a Code of Business Conduct applicable to our employees, directors, and officers and a Code of Ethics. This Code of Ethics is applicable to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The codes are available on the Company’s website at www.malibuboatsinc.com . To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the codes or waivers of such provisions granted to executive officers and directors on our website at www.malibuboatsinc.com .
The remaining information required by this Item 10 will be included the Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP , Knoxville, TN , Auditor Firm ID: 185 .
The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.
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PART IV.
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
• Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended June 30, 2024, 2023, and 2022.
• Consolidated Balance Sheets as of June 30, 2024 and 2023.
• Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2024, 2023, and 2022.
• Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024, 2023, and 2022.
• Notes to Consolidated Financial Statements.
• Reports of Independent Registered Public Accounting Firm.
2. Financial Statement Schedules
Separate financial statement schedules have been omitted because such information is inapplicable or is included in the financial statements or notes described above.
3. Exhibits
The exhibits filed as part of this Annual Report are listed in the exhibit index immediately preceding such exhibits, which exhibit index is incorporated herein by reference.
Incorporated by Reference
Exhibit No. Description Form File No. Exhibit Filing Date
3.1
Certificate of Incorporation of Malibu Boats, Inc. S-1 333-192862 3.1 January 8, 2014
3.2
Bylaws of Malibu Boats, Inc. 10-Q 001-36290 3.2 February 7, 2023
3.3
Certificate of Formation of Malibu Boats Holdings, LLC S-1 333-192862 3.3 January 8, 2014
3.4
First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 8-K 001-36290 10.1 February 6, 2014
3.4.1
First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 10-Q/A 001-36290 3.5 May 13, 2014
3.4.2
Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 8-K 001-36290 3.1 June 27, 2014
4.1++
Description of Class A Common Stock
4.2
Form of Class A Common Stock Certificate S-1 333-192862 4.1 January 8, 2014
4.3
Form of Class B Common Stock Certificate S-1 333-192862 4.2 January 8, 2014
4.4
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 8-K 001-36290 10.2 February 6, 2014
4.5
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Members of Malibu Boats Holdings, LLC 8-K 001-36290 10.3 February 6, 2014
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4.6
Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 8-K 001-36290 10.4 February 6, 2014
10.1
Third Amended and Restated Credit Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and Truist Bank, as administrative agent, as issuing bank and as swingline lender 8-K 001-36290 10.1 July 12, 2022
10.2
Third Amended and Restated Security Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and Truist Bank, as administrative agent
8-K 001-36290 10.2 July 12, 2022
10.3*
Employment Agreement by and between Malibu Boats, Inc. and Ritchie Anderson, dated February 5, 2014 8-K 001-36290 10.7 February 6, 2014
10.4*
Employment Agreement by and between Malibu Boats, Inc. and Jack Springer, dated February 5, 2014 8-K 001-36290 10.8 February 6, 2014
10. 5 *
Long-Term Incentive Plan S-1 333-192862 10.15 January 8, 2014
10. 6 *
Amendment Number One, dated as of June 24, 2014, to the Long Term Incentive Plan 8-K 001-36290 10.2 June 27, 2014
10. 7 *
Form of Stock Option Agreement for Long-Term Incentive Plan 10-K 001-36290 10.12 September 8, 2017
10. 8 *
Form of Restricted Stock Agreement for Long-Term Incentive Plan
10-K 001-36290 10.13 September 8, 2017
10. 9 *
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (executive)
10-K 001-36290 10.14 September 8, 2017
10. 10 *
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (non-executive)
10-K 001-36290 10.15 September 8, 2017
10. 11 *
Form of Indemnification Agreement S-1 333-192862 10.19 December 13, 2013
10. 12 *
Director Compensation Policy 10-K 001-36290 10.14 August 25, 2022
10. 1 3 *
Form of Time and Performance Based Restricted Stock Award Agreement (executive) 10-Q 001-36290 10.1 February 6, 2020
10. 14
Confidential General Release and Settlement Agreement, dated June 30, 2023, by and among the Batchelder Plaintiffs, Malibu Boats, Inc. and Malibu Boats, LLC 8-K 001-36290 10.1 July 3, 2023
10.15
Employment Agreement by and between Bruce Beckman and Malibu Boats, Inc., dated November 7, 2023 8-K 001-36290 10.3 November 8, 2023
10.16
Transition, Release and Consulting Agreement by and between Malibu Boats, Inc. and Jack Springer, dated February 19, 2024 8-K 001-36290 10.1 February 20, 2024
10.17
Restricted Stock Unit Award Agreement, dated as of February 20, 2024, between Malibu Boats, Inc. and Ritchie L. Anderson 10-Q 001-36290 10.3 May 2, 2024
10.18*++
Employment Agreement by and between Malibu Boats, Inc. and Steven Menneto, dated July 18, 2024
19.1++
Malibu Boats Inc. Insider Trading Policy
21.1++
Subsidiaries of Malibu Boats, Inc.
23.1++
Consent of KPMG LLP, independent registered public accounting firm for Malibu Boats, Inc.
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31.1++
Certificate of the Chief Executive Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2++
Certificate of the Chief Financial Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1++
Certification of the Chief Executive Officer of Malibu Boats, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1++
Malibu Boats Inc. Clawback Policy
101 The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 were formatted in Inline XBRL: (i) Consolidated Statements of Operations and Comprehensive (Loss) Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, formatted in Inline XBRL (Included as Exhibit 101).
* Management contract or compensatory plan or arrangement.
++ Filed herewith
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Item 16. Form 10-K Summary
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MALIBU BOATS, INC.
August 29, 2024 /s/ Steven D. Menneto
Steven D. Menneto
Chief Executive Officer
(Principal Executive Officer)
August 29, 2024 /s/ Bruce W. Beckman
Bruce W. Beckman
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Steven D. Menneto August 29, 2024
Steven D. Menneto
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Bruce W. Beckman August 29, 2024
Bruce W. Beckman
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael K. Hooks August 29, 2024
Michael K. Hooks
Chairman of the Board and Director
/s/ James R. Buch August 29, 2024
James R. Buch
Director
/s/ Ivar S. Chhina August 29, 2024
Ivar S. Chhina
Director
/s/ Michael J. Connolly August 29, 2024
Michael J. Connolly
Director
/s/ Mark W. Lanigan August 29, 2024
Mark W. Lanigan
Director
/s/ Joan M. Lewis August 29, 2024
Joan M. Lewis
Director
/s/ Peter E. Murphy August 29, 2024
Peter E. Murphy
Director
/s/ John E. Stokely August 29, 2024
John E. Stokely
Director
/s/ Nancy M. Taylor August 29, 2024
Nancy M. Taylor
Director
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