What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-27 compared with 2024-08-30 · 287 added, 183 removed, 737 unchanged (39% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Form 10-K Annual Report, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures.

controls and procedures.

Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025.

47 unchanged sentences

2015 Incentive Award Plan

Second Amended and Restated MasterCraft 2015 Incentive Award Plan

Form of Restricted Stock Award Agreement and Grant Notice under 2015 Incentive Award Plan (employee)

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3 to the Fourth Amended and Restated Credit and Guaranty Agreement

Offer Letter, dated December 2, 2019

Offer Letter, dated March 1, 2024

Retirement and Consulting Agreement, dated March 1, 2024

Form of Severance and Release Agreement

Retirement and Transition Agreement, dated April 7, 2025

Offer Letter, dated March 31, 2025

Form of PSU Award Agreement

Agreement for Purchase and Sale of Merritt Island Facility

Form of RSU Award Agreement (Executive Officers)

Form of RSU Award Agreement (Non-Employee Directors)

Amendment No.

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Third Amendment to Credit Agreement

Fourth Amendment to Credit Agreement

Purchase Agreement, dated September 11, 2024, between the Company and RMI Holdings, Inc.

Insider Trading Compliance Policy

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August 27, 2025

/s/ TIMOTHY M.

Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Secretary

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August 27, 2025

R EPO RT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of MasterCraft Boat Holdings, Inc.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Product Warranties — Refer to Notes 1 and 8 to the financial statements

Critical Audit Matter Description

The Company offers warranties on the sale of certain of its products for periods of between one and five years.

The Company offers warranties on the sale of certain of its products from the date of retail sale.

Estimated costs that may be incurred under these warranties are accrued at the time the product revenue is recognized.

These estimated costs are based upon the number of units sold, historical and anticipated rates of warranty claims, and the cost per claim.

We identified the accrued warranty liability related to the MasterCraft and Aviara brands as a critical audit matter because of the significant judgments made by management to estimate the anticipated rates of warranty claims and cost per claim related to product warranties at the time the product revenue is recognized.

The Company periodically assesses the adequacy of the recorded warranty liabilities and adjusts the amounts as actual claims are determined or as changes in the obligations become reasonably estimable.

We identified the accrued warranty liability related to the MasterCraft and Pontoon segments as a critical audit matter because of the significant judgments made by management to estimate the anticipated rates of warranty claims and cost per claim related to product warranties.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of the rates and costs of future warranty claims.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accrued warranty liability for the MasterCraft and Aviara brands included the following, among others:

• We evaluated the design and operating effectiveness of controls over management’s estimation of the accrued warranty liability, including those over historical product warranty claim data and projected future product warranty claims.

Our audit procedures related to the accrued warranty liability for the MasterCraft and Pontoon segments included the following, among others:

• We tested the design and operating effectiveness of controls over management’s estimation of the accrued warranty liability, including those over historical product warranty claim data and projected future product warranty claims.

• We evaluated the accuracy and completeness of the historical product warranty claims as an input to management’s accrued warranty liability calculation.

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• We assessed management’s methodology and tested the valuation of the accrued warranty liability by developing an independent expectation for the accrual based on historical and current year warranty claims activity and any known trends in warranty claims or specific product issues, and compared our expectation to the amount recorded by management.

Other Intangible Assets — Crest Impairment Evaluation — Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter Description

The Company has definite and indefinite-lived intangible assets associated with the Crest dealer network and trade name, respectively.

The Company reviews definite lived intangible assets that are held and used for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.

Additionally, the Company tests its indefinite-lived intangible assets for impairment annually as of June 30, or between annual test dates if an event occurs or circumstances change that would indicate that the carrying amount may be impaired.

During the fiscal 2025 fourth quarter, there was an indication that the Crest definite and indefinite-lived intangible assets were either not recoverable or may be impaired.

As a result, an interim impairment test was performed by the Company.

In performing the impairment test of the Crest dealer network intangible asset, the Company utilized an income approach through the application of the multi-period excess earnings approach.

In performing its test for impairment of the Crest trade name intangible asset, the Company applied a relief-from-royalty approach, a variation of the income approach, to estimate fair value.

In applying the valuation approaches, management is required to make certain assumptions, including revenue growth and expense forecasts, as well as the selection of an appropriate royalty rate, dealer attrition rate, and discount rate.

We identified the impairment evaluation for the Crest definite and indefinite-lived intangible assets as a critical audit matter due to the judgments required by management in estimating revenue growth and expense forecasts, the selection of an appropriate discount rate, and the determination of dealer attrition and royalty rates.

Further, auditing the impairment evaluation required auditor judgment and significant effort, including the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of the Crest definite and indefinite-lived intangible assets for impairment included the following, among others:

• We tested the design and operating effectiveness of controls over the impairment evaluation for the Crest definite and indefinite-lived intangible assets, including management’s controls over revenue growth and expense forecasts, the selection of an appropriate discount rate, and the determination of dealer attrition and royalty rates.

• We evaluated the reasonableness of management’s revenue growth and expense projections by comparing the forecast to historical results, external communications, and industry and market trends and outlooks.

• We evaluated management’s calculation of the dealer attrition rate by testing the source information underlying the determination of the attrition rate and the mathematical accuracy of the model.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation assumptions including the discount rate, long-term revenue growth rate, and royalty rate, by developing an independent estimate and compared those to the valuation assumptions selected by management.

• Our fair value specialists tested the valuation methodology and mathematical accuracy of the definite and indefinite-lived intangible asset impairment models.

/s/ Deloitte & Touche LLP

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Cash and cash equivalents

Held-to-maturity securities (Note 4)

Short-term investments (Note 4)

Accounts receivable, net of allowance of $ 156 and $ 101 , respectively

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Prepaid expenses and other current assets

Current assets associated with discontinued operations (Note 3)

Total current assets

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Deferred income taxes

Deferred debt issuance costs, net

Other long-term assets

Non-current assets associated with discontinued operations (Note 3)

LIABILITIES AND EQUITY

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Current portion of long-term debt, net of unamortized debt issuance costs (Note 9)

Current liabilities associated with discontinued operations (Note 3)

Total current liabilities

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Other long-term liabilities

Long-term liabilities associated with discontinued operations (Note 3)

Total liabilities

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Amortization of other intangible assets

Impairments (Notes 5, 6, and 7)

Total operating expenses

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INCOME TAX EXPENSE

NET INCOME FROM CONTINUING OPERATIONS

INCOME FROM CONTINUING OPERATIONS

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX (Note 3)

NET INCOME (LOSS) PER SHARE:

INCOME (LOSS) PER SHARE:

Continuing operations

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Repurchase and retirement of common stock

Capital contribution from noncontrolling interest

Balance at June 30, 2023

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Repurchase and retirement of common stock

Capital contribution from noncontrolling interest

Balance at June 30, 2025

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Loss from discontinued operations, net of tax

Net income from continuing operations

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

Income from continuing operations

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization

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Net cash provided by operating activities of continuing operations

Net cash used in operating activities of discontinued operations

Net cash (used in) provided by operating activities of discontinued operations

Net cash provided by operating activities

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Purchases of investments

Maturities of investments

Net cash used in investing activities of continuing operations

Net cash used in investing activities of discontinued operations

Net cash used in investing activities

Proceeds from investments

Net cash provided by (used in) investing activities of continuing operations

Net cash provided by (used in) investing activities of discontinued operations

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on long-term debt

Repurchase and retirement of common stock

Borrowings on revolving credit facility

Principal payments on revolving credit facility

Repurchase and retirement of common stock

Net cash used in financing activities of continuing operations

Net cash provided by (used in) financing activities of discontinued operations

Net cash used in financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

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(“Holdings”) and its wholly owned subsidiaries from the dates of their acquisitions.

Holdings and its subsidiaries collectively are referred to herein as the “Company.” All significant intercompany accounts and transactions have been eliminated in consolidation.

Holdings and its subsidiaries collectively are referred to herein as the “Company.” All intercompany accounts and transactions have been eliminated in consolidation.

Holdings has no independent operations and no material assets, other than its wholly owned equity interests in its subsidiaries, as of June 30, 2025 and 2024, and no material liabilities.

As of June 30, 2025 and 2024 , Holdings had no material contingencies, long-term obligations, or guarantees other than a guarantee of its subsidiaries’ long-term debt (see Note 9).

Discontinued Operations — On September 2, 2022, the Company sold substantially all of the assets and liabilities of its NauticStar segment.

The disposal represented the Company’s exit from the saltwater and deck boat category, a strategic shift that has a significant effect on the Company’s operations and financial results, and as such, qualifies for reporting as discontinued operations.

The NauticStar segment results, for the periods presented, are reflected in our consolidated statements of operations and consolidated statements of cash flows as discontinued operations.

Discontinued Operations — On October 18, 2024, the Company completed the Aviara Transaction.

The Company's sale of the business represents an exit from the luxury dayboat category, a strategic shift that has a significant effect on the Company’s operations and financial results, and as such, qualifies for reporting as discontinued operations.

Further, on December 23, 2024, the Company completed the Aviara Facility Sale.

In fiscal 2023, the Company sold its NauticStar business.

The former Aviara and NauticStar businesses results, for the periods presented, are reflected in our consolidated statements of operations and consolidated statements of cash flows as discontinued operations.

Additionally, the related assets and liabilities associated with the discontinued operations are classified as discontinued operations in our consolidated balance sheet for the prior period presented (see Note 3).

Unless otherwise indicated, the financial disclosures and related information provided herein relate to our continuing operations and we have recast prior period amounts to reflect discontinued operations.

Reclassifications — Certain historical amounts have been reclassified in these consolidated financial statements and the accompanying notes herewith to conform to current presentation.

Unless otherwise indicated, the financial disclosures and related information provided herein relate to our continuing operations, which exclude our former Aviara and NauticStar segments, and we have recast prior period amounts to reflect discontinued operations.

Reclassifications — Certain historical amounts have been reclassified in these consolidated financial statements to conform to current presentation.

Use of Estimates — The preparation of the Company’s consolidated financial statements in conformity with U.S.

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The Company may be obligated, in the event of default by a dealer, to accept returns of unsold boats under its repurchase commitment to floor financing providers, who are able to obtain such boats through foreclosure.

The repurchase commitment is on an individual unit basis with a term from the date it is financed by the lending institution through the payment date by the dealer, generally not exceeding 30 months.

The repurchase commitment is on an individual unit basis with a term from the date it is financed by the lending institution through the payment date by the dealer, generally not exceedi ng 30 month s.

The Company accounts for these arrangements as guarantees and recognizes a liability based on the estimated fair value of the repurchase obligation.

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The Company’s cash deposits may at times exceed federally insured amounts.

Held-to-Maturity Securities — The Company invests excess cash balances in short-term debt securities, such as investment-grade corporate bonds.

Short-Term Investments — The Company invests excess cash balances in short-term debt securities, such as investment-grade corporate bonds and U.S.

treasury bills.

We classify our investments in debt securities based on the facts and circumstances present at the time of purchase of the securities.

We subsequently reassess the appropriateness of that classification at each reporting date.

As of June 30, 2024 and 2023, all of our investments in debt securities were classified as held-to-maturity and are due to mature within one year (see Note 4).

As of June 30, 2024, all of our investments in debt securities were classified as held-to-maturity and were due to mature within one year.

During the second quarter of fiscal 2025, the Company sold certain investment securities prior to maturity to repay outstanding amounts under the revolving credit facility (see Note 9) and, as a result, reclassified its held-to-maturity securities to available-for-sale securities.

(see Note 4).

As of June 30, 2025, all of our investments in debt securities were classified as available-for-sale securities.

Inputs used to estimate the fair value of our investments include significant other observable inputs and, therefore, are classified within Level 2 of the fair value hierarchy .

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Total purchases for all segments from this vendor were $ 24.6 million, $ 25.4 million, and $ 44.7 million for the years ended June 30, 2025, 2024, and 2023, respectively.

During the years ended June 30, 2024, 2023, and 2022 , the Company purchased outboard engines for its Aviara boats, a majority of the engines for its Crest boats, and all of the engines for its Balise boats under a supply agreement with a single vendor.

During the years ended June 30, 2025, 2024, and 2023 , the Company purchased a majority of the engines for its Crest boats, and all of the engines for its Balise boats under a supply agreement with a single vendor.

Total purchases from this vendor were $ 6.0 million, $ 9.1 million, and $ 23.2 million for the years ended June 30, 2025, 2024, and 2023 , respectively.

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Intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate long-lived assets described below.

The Company has three reporting units, MasterCraft, Pontoon, and Aviara, which each relate to an operating segment as described in Note 14.

The Company has two reporting units, MasterCraft and Pontoon, which each relate to an operating segment as described in Note 14.

As of June 30, 2025, all of the Company’s goodwill relates to the MasterCraft reporting unit and all of the Company’s other intangible assets relate to the MasterCraft and Pontoon reporting units.

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Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions, are discounted using a weighted average cost of capital (“Discount Rate”) developed for each reporting unit.

The Discount Rate is developed using observable market inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance.

The Discount Rate is developed using observable market inputs, as well as

considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance.

Fair value under the market approach is determined for each unit by applying market multiples for comparable public companies to the unit’s financial results.

The key judgements in these calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and operating margins, as well as the perceived risk associated with those forecasts in determining the Discount Rate, along with selecting representative market multiples.

During the year ended June 30, 2022, the Company recognized a $ 1.1 million goodwill impairment charge within the Aviara segment (see Note 7).

As of June 30, 2025, only the MasterCraft reporting unit has a goodwill balance.

The Company performed a qualitative assessment and concluded the fair value of the MasterCraft reporting unit is “more likely than not” greater than its carrying value.

Other Intangible Assets

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The dealer network intangible asset within our MasterCraft reporting unit is fully amortized.

The dealer network intangible asset within our Pontoon reporting unit that is subject to amortization is evaluated for impairment if events or changes in circumstances suggest that it may be impaired.

As part of the impairment test, the Company may perform a quantitative assessment to determine whether the dealer network intangible asset is impaired.

If the carrying value exceeds the fair value of the asset, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of.

Intangible assets not subject to amortization, including trade names, are assessed for impairment at least annually and whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired.

The dealer network intangible asset within our Pontoon reporting unit that is subject to amortization is evaluated for impairment using a process similar to that used to evaluated long-lived assets as described below.

Intangible assets not subject to amortization, including trade names, are assessed for impairment at least annually, at June 30, and whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired.

As part of the annual test, the Company may perform a qualitative, rather than quantitative, assessment to determine whether each trade name intangible asset is “more likely than not” impaired.

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An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset.

During the year ended June 30, 2022, the Company recognized $ 18.5 million in other intangible asset impairment charges related to the NauticStar reporting unit.

These charges are included in the loss from discontinued operations (see Note 3).

During the fiscal 2025 fourth quarter, the Company determined certain indicators of potential impairment existed for the Crest brand intangible assets, resulting in an undiscounted cash flows analysis for the Crest dealer network and a discounted cash flows analysis for the Crest trade name.

The analysis concluded both the undiscounted cash flows and fair value exceeded their related carrying values, respectively, resulting in no impairment.

Long-Lived Assets Other than Intangible Assets — The Company assesses the potential for impairment of its long-lived assets if facts and circumstances, such as declines in sales, earnings, or cash flows or adverse changes in the business climate, suggest that they may be impaired.

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If any impairment in the carrying value of its long-lived assets is indicated, the assets would be adjusted to an estimate of fair value.

The Company recognized $ 6.9 million in long-lived asset impairment charges related to the Aviara reporting unit during the year ended June 30, 2024 (see Note 6).

During the year ended June 30, 2022, the Company recognized $ 5.3 million in long-lived asset impairment charges related to the NauticStar reporting unit.

The Company recognized $ 6.9 million in long-lived asset impairment charges related to the Aviara reporting unit during the year ended June 30, 2024.

These charges are included in the loss from discontinued operations (see Note 3).

Product Warranties — The Company offers warranties on the sale of certain products for periods of between one and five years .

In conjunction with the impairment assessment as discussed above, the Company determined certain indicators of potential impairment existed for the Crest brand asset group, resulting in an undiscounted cash flows analysis.

The analysis concluded the undiscounted cash flows exceeded the carrying value of the asset group, resulting in no impairment.

Product Warranties — The Company offers warranties on the sale of certain products generally for periods of between one and ten years , and provides a limited lifetime warranty on certain parts, as noted in the warranty.

These warranties require us or our dealers to repair or replace defective products during the warranty period at no cost to the consumer.

We estimate the costs that may be incurred under our basic limited warranty and record as a liability the amount of such costs at the time the product revenue is recognized.

We estimate the costs that may be incurred

under our basic limited warranty and record as a liability the amount of such costs at the time the product revenue is recognized.

Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim.

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such changes to tax liabilities will have an impact on tax expense in the period that such a determination is made .

Investment in Sales-Type Lease — On July 1, 2023, the Company became a lessor in a sales-type lease arrangement consisting of land valued at $ 3.9 million.

Investment in Sales-Type Lease — The Company is a lessor in a sales-type lease arrangement consisting of land valued at $ 3.9 million.

The underlying land was derecognized as property, plant and equipment and a sales-type lease was recognized as a net investment in a lease.

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The Company’s most significant financial asset or liability measured at fair value on a recurring basis is its inventory repurchase contingent obligation (see “Revenue Recognition - Other Revenue Recognition Matters” and Note 12).

The non-recurring fair value measurement related to the impairment of goodwill recorded in fiscal 2022 is a level 3 measurement.

Fair Value of Financial Instruments — The carrying amounts of the Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable and other liabilities, approximate their estimated fair values due to the relative short-term nature of the amounts.

Fair Value of Financial Instruments — The carrying amounts of the Company’s financial instruments, consisting of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and other liabilities, approximate their estimated fair values due to the relative short-term nature of the amounts.

The carrying amount of debt approximates fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing.

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Postretirement Benefits — The Company has a defined contribution plan and makes contributions including matching and discretionary contributions which are based on various percentages of compensation, and in some instances are based on the amount of the employees' contributions to the plans.

The expense related to the defined contribution plan was $ 1.6 million, $ 1.9 million, and $ 1.7 million for the years ended June 30, 2024, 2023, and 2022 , respectively.

New Accounting Pronouncements Issued But Not Yet Adopted

The expense related to the defined contribution plan was $ 1.3 million for the years ended June 30, 2025, and 2024, and $ 1.6 million for the year ended June 30, 2023.

New Accounting Pronouncements Issued And Adopted

Segment Reporting — Accounting Standard Update (“ASU”) No.

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The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources.

This update is effective for fiscal years beginning after December 31, 2023, or fiscal 2025 for the Company, and should be adopted retrospectively unless impracticable.

The Company is currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

This update is effective for fiscal years beginning after December 31, 2023.

The Company adopted the guidance in ASU No.

2023-07 for the fiscal year ended June 30, 2025.

(See Note 14).

New Accounting Pronouncements Issued But Not Yet Adopted

Income Taxes — ASU No.

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The Company is currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

Income Statement — ASU No.

2024-03, Reporting Comprehensive Income — Expense Disaggregation Disclosures.

2024-03, as amended by ASU No.

2025-01, requires public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis, including purchases of inventory, employee compensation, depreciation, and intangibles asset amortization for each income statement line item that contains those expenses.

The guidance is effective for annual periods beginning after December 15, 2026, or fiscal 2028 for the Company, and is effective for interim periods within fiscal years beginning after December 15, 2027, or

fiscal 2029 for the Company.

The Company is currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

REVENUE RECOGNITION

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Other revenue

For Year Ended June 30, 2022

Year Ended June 30, 2023

Major Product Categories:

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Other revenue

For fiscal 2024 , the Company’s top ten dealers accounted for approximately 40 % of our net sales and one of our dealers individually accounted for 15.1 %, or approximately $ 55.5 million.

For fiscal 2023, the Company’s top ten dealers accounted for approximately 40 % of our net sales and one of our dealers individually accounted for 14.9 % or approximately $ 98.6 million.

For fiscal 2025 , the Company’s top ten dealers accounted for approximately 34 % of our net sales and none of our dealers individually accounted for more than 10 % of our total net sales.

On a consolidated basis, sales outside of North America accounted for 5.9 %, 4.6 %, and 5.5 % of the Company’s net sales for the years ended June 30, 2024, 2023, and 2022, respectively.

The Company had no significant concentrations of sales to individual dealers or in countries outside of North America during the years ended June 30, 2024, 2023, and 2022.

For fiscal 2024, the Company’s top ten dealers accounted for approximately 31 % of our net sales and none of our dealers individually accounted for more than 10 % of our total net sales.

For fiscal 2023, the Company’s top ten dealers accounted for approximately 35 % of our net sales and none of our dealers individually accounted for more than 10 % of our total net sales.

On a consolidated basis, international sales accounted for 11.4 %, 14.0 %, and 10.8 % of the Company’s net sales for the years ended June 30, 2025, 2024, and 2023, respectively.

The Company had no significant concentrations of sales to individual or international dealers during the years ended June 30, 2025, 2024, and 2023.

Contract Liabilities

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DISCONTINUED OPERATIONS

On September 2, 2022, the Company sold its NauticStar business to certain affiliates of Iconic Marine Group, LLC (“Purchaser”).

Pursuant to the terms of the purchase agreement, substantially all of the assets of NauticStar were sold, including, among other things, all of the issued and outstanding membership interests in its wholly-owned subsidiary NS Transport, LLC, all owned real property, equipment, inventory, intellectual property and accounts receivable, and the Purchaser assumed substantially all of the liabilities of NauticStar, including, among other things, product liability and warranty claims.

In conjunction with the purchase agreement, the Company entered into a joint employer services agreement and a transition services agreement, which provided certain services to the Purchaser for various periods of time after the sale.

Both agreements ended during the second quarter of fiscal 2023.

These agreements did not a have a material impact on expenditures, earnings, nor cash flows during the year ended June 30, 2023.

Further, the Company entered into the Second Amendment to the Credit Agreement as described further in Note 9 related to waivers of restrictions within the Credit Agreement, as amended, on the sale of assets.

During the year ended June 30, 2023, the Company recognized a $ 22.5 million loss on sale.

The final settlement of the purchase price was subject to customary working capital adjustments that had been in arbitration as of June 30, 2023, but were settled in October 2023 without a significant impact to the loss on sale previously recorded.

Under the terms of the settlement, the agreed upon amounts will be paid in installments through July 2025.

The value of the assets and liabilities that were retained at the time of sale, which were primarily related to certain claims, are subject to change.

Certain of these claims have been settled or are expected to settle for higher amounts than previously estimated, with the related activity being recorded as discontinued operations.

On October 18, 2024, the Company completed the Aviara Transaction.

As part of the Aviara Transaction, MarineMax, Inc.

(“MarineMax”) paid for select branding and operational assets, including Aviara’s website, tooling, and inventory.

MarineMax also assumed Aviara’s customer care, warranty liability and administration.

The amounts paid to the Company by MarineMax for ownership of the Aviara brand were offset by MarineMax’s assumption of warranty liability and administration accruals.

Further, on December 23, 2024, the Company completed the Aviara Facility Sale for proceeds, net of closing costs, of $ 26.1 million.

The transactions resulted

in a $ 6.2 million gain on discontinued operations related to the Aviara Facility Sale, partially offset by a $ 4.2 million loss related to the Aviara Transaction.

As discussed in Note 1, the Company has reported results of operations for the Aviara segment as discontinued operations in the consolidated statement of operations and the related assets and liabilities are classified as discontinued operations in our prior-period consolidated balance sheets.

In fiscal 2023, we sold our NauticStar business.

Pursuant to the terms of the purchase agreement, substantially all of the assets were sold and the purchaser assumed substantially all of the liabilities of NauticStar.

The value of the assets and liabilities that were retained at the time of sale, which were primarily related to certain claims, is subject to change.

Certain of these claims, which were reported in Accrued expenses and other current liabilities, have been settled or are expected to settle for higher amounts than previously estimated, with the related activity being recorded as discontinued operations.

The following table summarizes the results of discontinued operations for the following periods:

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Selling, general and administrative

Amortization of other intangible assets

Total operating expenses

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LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

NauticStar Impairment Activity

In the fourth quarter of fiscal year 2022, the NauticStar reporting unit recorded unplanned negative operating results despite ongoing efforts to improve sales volumes and yield more favorable margins, including the engagement of third-party consulting resources.

These results, combined with the outlook for further supply chain disruptions, labor challenges, and higher costs from inflationary pressures, resulted in an impairment trigger in the fourth quarter related to the NauticStar reporting unit’s intangible and other long-lived assets.

Based on our evaluation of projected future cash flows, we concluded that the trade name intangible asset of $ 8.0 million was fully impaired as of June 30, 2022.

We then performed a probability-weighted undiscounted cash flow analysis for the asset group related to the NauticStar reporting unit that considered projected cash flows from continuing to operate the assets through their remaining estimated useful lives, a potential sale, and a potential exit of the business other than through a sale and concluded that the carrying value of the asset group was not recoverable.

The fair value of the finite-lived dealer network intangible asset was estimated using these cash flows, resulting in a full impairment of $ 10.5 million.

The fair value of the fixed assets, which primarily comprised of machinery and equipment, such as tooling, was estimated using liquidation values, resulting in an impairment charge of $ 5.3 million against the asset group’s fixed assets.

As a result of our impairment analyses, we recorded total impairment charges of $ 23.8 million related to the NauticStar reporting unit’s intangible and fixed assets during the year ended June 30, 2022, which are included in Impairments in the results of discontinued operations above.

HELD-TO-MATURITY SECURITIES

We invest a portion of our cash and cash equivalents in short-term investments, which primarily consist of investment grade corporate bonds.

We have the ability and intention to hold these investments until maturity and therefore have classified these investments as held-to-maturity and recorded them at amortized cost and presented them in “Held-to-maturity securities” on our consolidated balance sheets

as of June 30, 2024, and 2023.

The income recognized for these investments is recorded within interest income on the consolidated statements of operations.

The following table summarizes the assets and liabilities associated with discontinued operations:

CURRENT ASSETS:

Accounts receivable, net of allowance

Inventories, net

Total current assets classified as discontinued operations

NON-CURRENT ASSETS:

Property, plant and equipment, net

Other long-term assets

Total non-current assets classified as discontinued operations

CURRENT LIABILITIES:

Accounts payable

Accrued expenses and other current liabilities

Total current liabilities classified as discontinued operations

LONG-TERM LIABILITIES:

Long-term leases

Total long-term liabilities classified as discontinued operations

Fiscal 2024 Impairment Activity

Our Aviara segment experienced a material reduction in expected future orders near the end of the fourth quarter of fiscal 2024.

This reduced outlook for future demand, and related cost inefficiencies of lower production levels, resulted in an impairment trigger related to the Aviara reporting unit.

Accordingly, we performed an undiscounted cash flow analysis for the asset group related to the Aviara reporting unit that considered projected cash flows from continuing to operate the assets through their remaining estimated useful lives, a potential sale, and a potential exit of the business other than through a sale and concluded that the carrying value of the asset group was not recoverable.

The fair value of the fixed assets, which primarily are comprised of land, building, machinery and equipment, was estimated using fair value techniques, resulting in an impairment charge of $ 6.9 million against the asset group’s fixed assets.

Further, in analyzing future cash flows used in the impairment analysis, the Company identified excess inventory not expected to be used in future production.

As a result, the Company recognized a $ 2.4 million write-off to reduce inventory amounts to their net realizable value.

As a result of our impairment analyses, we recorded total impairment charges of $ 9.8 million related to the Aviara reporting unit’s property, plant, equipment, inventory, and other assets.

SHORT-TERM INVESTMENTS

We invest a portion of our cash and cash equivalents in short-term investments, which primarily consist of investment grade corporate bonds and U.S.

treasury bills.

The Company determined the amortized cost of available-for-sale securities as of June 30, 2025 approximate their fair value because of the short-term nature of the investments.

The following tables summarize investments held by the Company as of:

June 30, 2025

Held-to-maturity securities:

Available-for-sale securities:

Fixed income securities:

Corporate bonds

Total held-to-maturity securities

treasury bills

Total available-for-sale securities

June 30, 2024

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Corporate bonds

treasury bills

Total held-to-maturity securities

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Total inventories

During the fourth quarter of fiscal 2024, the Company identified an indication of impairment related to its Aviara segment.

In analyzing future cash flows used in the impairment analysis, the Company identified excess inventory not expected to be used in future production.

As a result, the Company recognized a $ 2.4 million write-off to reduce inventory amounts to their net realizable value.

See Note 6 for further information related to the impairment analysis.

PROPERTY, PLANT, AND EQUIPMENT

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Depreciation expense for the years ended June 30, 2025, 2024, and 2023 was $ 7.8 million, $ 6.6 million, and $ 6.4 million, respectively.

Our Aviara segment experienced a material reduction in expected future orders near the end of the fourth quarter of fiscal 2024.

This reduced outlook for future demand, and related cost inefficiencies of lower production levels, resulted in an impairment trigger related to the Aviara reporting unit.

Accordingly, we then performed an undiscounted cash flow analysis for the asset group related to the Aviara reporting unit that considered projected cash flows from continuing to operate the assets through their remaining estimated useful lives, a potential sale, and a potential exit of the business other than through a sale and concluded that the carrying value of the asset group was not recoverable.

As a result of our impairment analyses, we recorded total impairment charges of $ 9.8 million related to the Aviara reporting unit’s property, plant, equipment, inventory, and other assets.

GOODWILL AND OTHER INTANGIBLE ASSETS

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Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy.

Fiscal 2022 Goodwill Impairment

In fiscal 2022, the Company realigned its reportable segments.

As a result of the change in segments, the Company reallocated the goodwill recorded in the MasterCraft reporting unit to the two separate MasterCraft and Aviara reporting units.

In conjunction with the reallocation of goodwill, the Company tested goodwill at our MasterCraft and Aviara segments and determined the carrying value of the Aviara reporting unit to be in excess of the fair value.

Consequently, a $ 1.1 million impairment charge was recognized for our Aviara reporting unit in fiscal 2022.

Goodwill reallocation and impairment charge for the year ended June 30, 2022, were as follows:

Goodwill, net at June 30, 2021

Goodwill reallocation

Impairment loss

Goodwill, net at June 30, 2022

As of June 30, 2025, our annual impairment test date, the Company performed a qualitative assessment and identified no events or circumstances that indicated that there existed a more likely than not probability of impairment of goodwill within our MasterCraft segment.

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Total other intangible assets

As of June 30, 2024, our annual impairment test date, the Company performed a qualitative assessment on our indefinite-lived intangible assets and identified no events or circumstances that indicated that there existed a more likely than not probability of impairment of trade names within our MasterCraft and Pontoon segments.

Additionally, the Company performed a quantitative assessment on our definite-lived intangible asset that is not fully amortized and concluded the fair value of the dealer network exceeded the carrying value.

Amortization expense related to Other intangible assets, net for the year ended June 30, 2024 was $ 1.8 million and for each of the years ended June 30, 2023 and June 30, 2022 was $ 2.0 million.

The following table presents estimated future amortization expense for the next five fiscal years and thereafter.

As of June 30, 2025 , our annual impairment test date, the Company performed a qualitative assessment on our indefinite-lived intangible assets and identified no events or circumstances that indicated that there existed a more likely than not probability of impairment of

trade names within our MasterCraft and Pontoon segments.

The carrying value of the indefinite-lived intangible assets associated with the MasterCraft and Pontoon segments was $ 16.0 million and $ 10.0 million, respectively, as of June 30, 2025 and 2024.

Additionally, the Company performed an interim impairment evaluation on our Crest brand indefinite and definite-lived intangible assets during the fiscal 2025 fourth quarter, as discussed in Note 1, and concluded both the fair value and undiscounted cash flows exceeded the related carrying values, respectively, resulting in no impairment.

Amortization expense related to Other intangible assets, net for each of the years ended June 30, 2025 and 2024, was $ 1.8 million, and for the year ended June 30, 2023 , was $ 2.0 million.

The following table presents estimated future amortization expense for the next four fiscal years.

Fiscal years ending June 30,

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Long-term debt, net of current portion

On June 28, 2021, the Company entered into a credit agreement with a syndicate of certain financial institutions (the “Credit Agreement”).

The Credit Agreement provides the Company with a $ 160.0 million senior secured credit facility, consisting of a $ 60.0 million term loan (the “Term Loan”) and a $ 100.0 million revolving credit facility (the “Revolving Credit Facility”).

The Credit Agreement refinanced and replaced the Fourth Amended Credit Agreement, which had been in place prior to the Credit Agreement.

The Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt;

incur additional liens and contingent liabilities;

sell or dispose of assets;

merge with or acquire other companies;

liquidate or dissolve;

engage in businesses that are not in a related line of business;

make loans, advances or guarantees;

pay dividends or make other distributions;

engage in transactions with affiliates;

and make investments.

The Company is also required to maintain a minimum fixed charge coverage ratio and a maximum net leverage ratio (the “covenant ratios”).

Adherence to covenant ratios applies to both the Term Loan and availability to draw under the Revolving Credit Facility.

On August 31, 2022, the Company entered into the Second Amendment to the Credit Agreement to obtain the necessary consents and waivers to the restrictions described above in the covenants of the Credit Agreement, as related to the sale of the NauticStar business on September 2, 2022, as discussed in Note 3.

On October 4, 2023, the Company entered into the Third Amendment to the Credit Agreement to exclude certain amounts of stock repurchases during the fiscal year ended June 30, 2024 from the calculation of the minimum fixed charge coverage ratio.

The Credit Agreement, as amended, bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.25 % to 1.00 % or at an adjusted benchmark rate plus an applicable margin ranging from 1.25 % to 2.00 %, in each case based on the Company’s net leverage ratio.

The Company is also required to pay a commitment fee for any unused portion of the revolving credit facility ranging from 0.15 % to 0.30 % based on the Company’s net leverage ratio.

As of June 30, 2024 and 2023 , the effective interest rate on borrowings outstanding was 6.69 % and 6.50 %, respectively.

There were no amounts of long-term debt outstanding as of June 30, 2025.

In fiscal 2021, the Company entered into a credit agreement with a syndicate of certain financial institutions (the “Credit Agreement”).

that provided the Company with a $ 160.0 million senior secured credit facility, consisting of a $ 60.0 million term loan (the “Term Loan”) and a $ 100.0 million revolving credit facility (the “Revolving Credit Facility”).

The Credit Agreement is secured by a first priority security interest in substantially all of the Company’s assets.

Following the Fourth Amendment to the Credit Agreement (“Fourth Amendment”), as described below, all amounts under the Term Loan were repaid and the amended and restated Credit Agreement only provides the Company with the Revolving Credit Facility.

On September 27, 2024, the Company entered into the Fourth Amendment to obtain the necessary consents and waivers to the covenant restrictions related to the Aviara Transaction and the Aviara Facility Sale, as discussed in Note 3.

In addition, the Fourth Amendment provided a waiver to the fixed charge ratio for certain periods.

As a result of the fixed charge ratio waiver, the applicable margin on interest and the commitment fee for any unused portion of the Revolving Credit Facility for certain periods was fixed at the maximum allowable rate (“Fourth Amendment Interest Terms”).

Further, the Company was previously permitted to make restricted payments, including share repurchases under the Company's share repurchase program, in an aggregate amount not to exceed $ 5.0 million through March 31, 2025 (see Note 13).

The Credit Agreement, as amended, bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.25 % to 1.0 0% or at an adjusted term benchmark rate plus an applicable margin ranging from 1.2 5% to 2.00 %, in each case based on the Company’s net leverage ratio, subject to the Fourth Amendment Interest Terms.

The Company is also required to pay a commitment fee for any unused portion of the Revolving Credit Facility ranging from 0.15 % to 0.30 % based on the Company’s net leverage ratio, subject to the Fourth Amendment Interest Terms.

Effective prior to the Company's entry into the Fourth Amendment and after the expiration of the Fourth Amendment Interest Terms, the applicable margin for loans accruing at the prime rate was 0.25 % and the applicable margin for loans accruing interest at the benchmark rate was 1.25 %.

Following the Company’s entry into the Fourth Amendment and during the Company’s fiscal second and fiscal third quarters, in compliance with the Fourth Amendment Interest Terms, the applicable margin for loans accruing interest at the prime rate was 1.00 % and the applicable margin for loans accruing interest at the benchmark rate was 2.00 %.

As of June 30, 2025, the Company had no borrowings outstanding.

As of June 30, 2024, the effective interest rate on borrowings outstanding was 6.69 %.

The Credit Agreement will mature and all remaining amounts outstanding thereunder will be due and payable on June 28, 2026.

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Revolving Credit Facility

As of June 30, 2024, and 2023, the Company had no amounts outstanding on its Revolving Credit Facility and had remaining availability of $ 100.0 million.

Maturities for the Term Loan subsequent to June 30, 2024 are as follows:

Subsequent to June 30, 2024, and prior to the issuance of these audited financials on Form 10-K, the Company was in discussions with its bank group regarding an amendment to the Credit Agreement.

The anticipated amendment entails obtaining the necessary consents and waivers to the restrictions described above in the covenants of the Credit Agreement, as related to the Aviara asset exchange and plans to sell certain facility assets, in addition to a waiver to the covenant ratios for certain future periods as a result of anticipated decreases in earnings.

The Company currently expects to complete the amendment process in the first quarter of fiscal 2025.

The amendment process remains subject to completion of final documentation and credit approval by the bank group and, accordingly, the Company cannot be certain that it will be able to complete the amendment process.

If the Company does not complete the amendment process, the Company has cash and held-to-maturity securities in excess of total debt and thus believes that it will have sufficient liquidity on hand to continue to fund operations and repay the borrowings outstanding under the Credit Agreement.

In conjunction with the Fourth Amendment, the Company drew $ 49.5 million on its Revolving Credit Facility.

Drawn amounts were used to repay outstanding borrowings under the Term Loan.

As of June 30, 2025, all amounts were repaid, and the Company had remaining availability of $ 100.0 million on the Revolving Credit Facility.

The Company’s sources of earnings before income taxes are primarily derived in the U.S.

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Uncertain tax positions

Permanent differences

Change in valuation allowance

Return to provision true-ups and rate changes

Permanent differences

Effective income tax rate

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Unrecognized tax benefits

Accrued compensation

Net operating loss

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Net deferred tax assets

As of June 30, 2024 , the Company has state net operating loss (NOL) carryforwards of $ 23.0 million.

As of June 30, 2025 , the Company has gross state net operating loss (NOL) carryforwards of $ 21.9 million.

Of this amount, $ 0.3 million expire in varying years ranging from June 30, 2038 to June 30, 2039, while the remainder can be carried forward indefinitely.

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Balance at June 30

Of this total, $ 5.9 million and $ 5.4 million as of June 30, 2024 and 2023, respectively, represent the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

Of this total, $ 5.9 million as of June 30, 2025 and 2024, represent the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

The total amount of interest and penalties recorded in the consolidated statements of operations for the years ended June 30, 2025 , 2024, and 2023, was an expense of $ 0.4 million, $ 0.5 million, and $ 0.2 million, respectively.

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As of June 30, 2025, the Company has not made a current provision for U.S.

or additional foreign withholding taxes on investments in foreign subsidiaries that are indefinitely reinvested.

or additional foreign withholding taxes on investments in foreign

subsidiaries that are indefinitely reinvested.

Generally, such amounts become subject to U.S.

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These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, introducing various tax provisions that may affect effective corporate income tax rates and related deferred tax positions.

The Company is currently assessing the potential impact of the OBBBA on its consolidated financial statements.

As the provisions of the OBBBA are scheduled to be enacted in the first quarter of fiscal year 2026, the Company will recognize the effects of any such changes in its income tax provision for the quarter ending September 30, 2025, in accordance with Accounting Standards Codification 740.

No adjustments related to the OBBBA have been recorded as of June 30, 2025.

SHARE-BASED COMPENSATION

The 2015 Incentive Award Plan (“2015 Plan”) provides for the grant of stock options, including incentive stock options, and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, stock payments, restricted stock units, restricted stock awards (“RSAs”), deferred stock, deferred stock units, performance awards, stock appreciation rights, performance stock units (“PSUs”), and cash awards.

As of June 30, 2024 , there were 848,175 shares available for issuance under the 2015 Plan.

The Second Amended and Restated MasterCraft 2015 Incentive Award Plan (“Amended 2015 Plan”) provides for the grant of stock options, including incentive stock options, and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, stock payments, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), deferred stock, deferred stock units, performance awards, stock appreciation rights, performance stock units (“PSUs”), and cash awards.

As of June 30, 2025 , there were 1,014,334 shares available for issuance under the Amended 2015 Plan.

The following table presents the components of share-based compensation expense within continuing operations by award type for the years ended June 30, 2025, 2024, and 2023.

1 unchanged sentence

Performance stock units

Share-based compensation expense (benefit)

Share-based compensation expense

The amount of compensation cost the Company recognizes over the requisite service period is based on the Company’s best estimate of the achievement of the performance conditions and can fluctuate over time.

2 unchanged sentences

Performance stock units

Share-based compensation expense (benefit)

Restricted Stock Awards

All RSAs granted to non-employee directors vest over the remainder of that fiscal year, and all RSAs granted to employees vest over a period of between one to three years .

Generally, non-vested RSAs are forfeited if employment is terminated prior to vesting.

RSAs are granted at a per share fair value equal to the market value of the Company’s common stock on the grant date.

The Company recognizes the cost of non-vested RSAs ratably over the requisite service period.

Share-based compensation expense

Restricted Stock

All RSAs granted to non-employee directors vest over the remainder of that fiscal year, and all RSAs and RSUs granted to employees vest over a period of between one to three years .

Generally, non-vested RSAs and RSUs are forfeited if employment is terminated prior to vesting.

RSAs and RSUs are granted at a per share fair value equal to the market value of the Company’s common stock on the grant date.

The Company recognizes the cost of non-vested RSAs and RSUs ratably over the requisite service period.

The fair value of RSAs vested during the years ended June 30, 2025, 2024, and 2023 was $ 2.7 million, $ 2.9 million, and $ 3.2 million, respectively.

A summary of RSA activity within continuing operations for these years is as follows:

A summary of RSA and RSU activity for these years is as follows:

Number of Restricted Stock Awards Outstanding

Weighted Average Grant Date Fair Value

Total Non-vested Restricted Stock Awards at June 30, 2021

Total Non-vested Restricted Stock Awards at June 30, 2022

Total Non-vested Restricted Stock Awards at June 30, 2023

Total Non-vested Restricted Stock Awards at June 30, 2024

As of June 30, 2024 , there was $ 2.1 million of total unrecognized compensation expense related to non-vested RSAs.

Total Non-vested Restricted Stock Awards and Restricted Stock Units at June 30, 2022

Total Non-vested Restricted Stock Awards and Restricted Stock Units at June 30, 2023

Total Non-vested Restricted Stock Awards and Restricted Stock Units at June 30, 2024

Total Non-vested Restricted Stock Awards and Restricted Stock Units at June 30, 2025

As of June 30, 2025 , there was $ 3.3 million of total unrecognized compensation expense related to non-vested RSAs and RSUs.

The Company expects this expense to be recognized over a weighted average period of 1.6 years.

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The amount of compensation cost the Company recognizes over the requisite service period is based on management’s best estimate of the achievement of the performance criteria.

PSUs awarded in fiscal 2025 have performance criteria set annually over the three-year performance period.

This performance criteria is cumulative and is based upon the respective year’s performance compared to budget, which has not yet been established for years two and three.

Therefore, the compensation expense for these awards will not begin until all the key terms and conditions of these awards are known, which will be year three of the performance period.

The fair value of PSUs vested during the years ended June 30, 2025, 2024, and 2023 was $ 1.0 million, $ 0.7 million, and $ 1.7 million, respectively.

A summary of PSU activity within continuing operations for these years is as follows:

A summary of PSU activity for these years is as follows:

Number of Performance Stock Units

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All outstanding options were exercised as of June 30, 2023.

A summary of NSO activity within continuing operations for these years is as follows:

Outstanding at June 30, 2021

Forfeited or expired

Outstanding at June 30, 2022

Forfeited or expired

Outstanding at June 30, 2023

COMMITMENTS AND CONTINGENCIES

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The factors used in the earnings per share computation are as follows:

Net income from continuing operations

Income from continuing operations

Loss from discontinued operations, net of tax

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Weighted average outstanding shares — diluted

Basic net income (loss) per share

Basic income (loss) per share

Continuing operations

Discontinued operations

Diluted net income (loss) per share

Diluted income (loss) per share

Continuing operations

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SEGMENT INFORMATION

During the fourth quarter of fiscal 2024, the Company changed the name of its “Crest” operating segment to “Pontoon.” The segment name change had no impact on the composition of the Company's segments or on previously reported financial position, results of operations, cash flows or segment operating results.

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the CODM in making decisions on how to allocate resources and assess performance.

For the year ended June 30, 2024 , the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under three operating and reportable segments:

• The MasterCraft segment produces boats at its Vonore, Tennessee facility.

For the year ended June 30, 2025 , the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under two operating and reportable segments:

• The MasterCraft segment, consisting of our MasterCraft brand, produces boats at its Vonore, Tennessee facility.

These are premium recreational performance sport boats primarily used for water skiing, wakeboarding, wake surfing, and general recreational boating.

• The Pontoon segment produces pontoon boats at its Owosso, Michigan facility.

• The Pontoon segment, consisting of our Crest and Balise brands, produces pontoon boats at its Owosso, Michigan facility.

Pontoon boats are primarily used for general recreational boating.

• The Aviara segment produces luxury day boats at its Merritt Island, Florida facility.

Aviara boats are primarily used for general recreational boating.

Each segment distributes its products through its own independent dealer network.

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All material corporate costs are included in the MasterCraft segment.

The Company’s CODM is the Chief Executive Officer.

The CODM uses Adjusted EBITDA, a non-GAAP measure, in the annual budget and forecasting process.

Subsequent to the process, the CODM considers forecast-to-actual variances to assess the performance of and allocate resources to the Company’s segments based on Adjusted EBITDA.

Adjusted EBITDA excludes depreciation and amortization, share based compensation, senior leadership transition and organizational realignment costs, and business development consulting costs.

Selected financial information for the Company’s reportable segments was as follows:

For the Year Ended June 30, 2025

Operating income (loss)

Cost of sales

Operating expenses (1)

Depreciation and amortization

Adjustment items (2)

Adjusted EBITDA

Interest Expense

Interest Income

Depreciation and amortization

Share-based compensation

Senior leadership transition and organizational realignment costs

Income before taxes

Purchases of property, plant and equipment

For the Year Ended June 30, 2024

Operating income (loss)

Cost of sales

Operating expenses (1)

Depreciation and amortization

Adjustment items (2)

Adjusted EBITDA

Interest Expense

Interest Income

Depreciation and amortization

Share-based compensation

Senior leadership transition and organizational realignment costs

Income before taxes

Purchases of property, plant and equipment

For the Year Ended June 30, 2023

Operating income (loss)

Cost of sales

Operating expenses (1)

Depreciation and amortization

Adjustment items (2)

Adjusted EBITDA

Interest Expense

Interest Income

Depreciation and amortization

Share-based compensation

Business development consulting costs

Income before taxes

Purchases of property, plant and equipment

(1) Operating expenses include selling and marketing expenses, general and administrative expenses, and amortization of other intangible assets.

(2) Adjustment items include share-based compensation, senior leadership transition and organizational realignment costs, and business development consulting costs.

The following table presents total assets for the Company’s reportable segments as of June 30, 2025 and 2024.

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June 30, 2024

SUBSEQUENT EVENT

On August 8, 2024, the Company announced that it had entered into an asset exchange agreement, pursuant to which it will transfer rights to its Aviara brand of luxury dayboats and certain related assets to a subsidiary of MarineMax (the “Aviara Transaction”).

The Aviara Transaction is subject to customary closing conditions, and is expected to close in the first quarter of fiscal 2025.

Following consummation of the Aviara Transaction, we intend to close the Merritt Island facility and offer the property for open market sale.

The Company intends to classify Aviara as discontinued operations beginning in the first quarter of fiscal 2025.

Assets associated with discontinued operations

QUARTERLY FINANCIAL REPORTING (UNAUDITED)

The Company maintains its financial records on the basis of a fiscal year ending on June 30, with the fiscal quarters equaling thirteen weeks.

The following tables set forth summary quarterly information for the years ended June 30, 2025 and 2024, and reflects the retrospective presentation of discontinued operations as discussed in Note 3.

Due to the effects of rounding, the quarterly results presented may not sum to the fiscal year results presented.

Fiscal Quarter Ended

Fiscal Year Ended

September 29,

Operating income

Income from continuing operations

Income (loss) from discontinued operations

Net income (loss)

Basic income (loss) per common share

Continuing operations

Discontinued operations

Diluted income (loss) per common share

Continuing operations

Discontinued operations

Net income (loss)

Weighted average shares used for computation of:

Basic earnings per common share

Diluted earnings per common share

Fiscal Quarter Ended

Fiscal Year Ended

Operating income

Income from continuing operations

Loss from discontinued operations

Net income (loss)

Basic income (loss) per common share

Continuing operations

Discontinued operations

Diluted income (loss) per common share

Continuing operations

Discontinued operations

Net income (loss)

Weighted average shares used for computation of:

Basic earnings per common share

Diluted earnings per common share

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 9A. Controls and Procedures