What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-09-11 compared with 2019-09-13 · 28 added, 33 removed, 40 unchanged (60% of the section changed)

9 unchanged sentences

See Item 1A “Risk Factors” — Risks Relating to Ownership of Our Common Stock.

We do not intend to pay dividends on our common stock for the foreseeable future.

Stock Performance Graph

1 unchanged sentence

The following stock performance graph illustrates the cumulative total shareholder return on our common stock for the period from July 17, 2015 (the first day of trading for our common stock) to June 30, 2020, as compared to the Russell 2000 Index and the Dow Jones US Recreational Products Index.

The comparison assumes (i) a hypothetical investment of $100 in our common stock and the two above mentioned indices on July 17, 2015 and (ii) the full reinvestment of all dividends.

The comparisons in the graph and table are required by the SEC and are not in tended to be indicative of possible future performance of our common stock.

The comparison assumes (i) a hypothetical investment of $100 in our common stock and the two above mentioned indices on July 17, 2015 and (ii) the full reinvestme nt of all dividends.

The comparisons in the graph are not intended to be indicative of possible future performance of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

5 unchanged sentences

In particular, certain matters may significantly impact comparability between the years presented, including certain of those matters discussed in the footnotes to the table below.

We derived the consolidated statement of operations for the fiscal years ended June 30, 201 9 , June 30, 201 8 and June 30, 201 7 and our consolidated balance sheet data as of June 30, 201 9 and 201 8 from our audited consolidated financial statements and related notes included elsewhere in this Form 10-K.

We derived the consolidated statement of operations for the fiscal years ended June 30, 201 6 and June 30, 201 5 and our consolidated balance sheet da ta as of June 30, 201 7 , June 30, 201 6 and June 30, 201 5 from audited consolidated financial statements, which are not included in this Form 10-K.

We derived the consolidated statement of operations for the fiscal years ended June 30, 2020 , 2019 and 2018 and our consolidated balance sheet data as of June 30, 2020 and 2019 from our audited consolidated financial statements and related notes included elsewhere in this Form 10-K.

We derived the consolidated statement of operations for the fiscal years ended June 30, 201 7 and June 30, 201 6 and our consolidated balance sheet data as of June 30, 2018 , June 30, 201 7 and June 30, 201 6 from audited consolidated financial statements, which are not included in this Form 10-K.

Our historical results are not necessarily indicative of the results that may be expected in the future.

As of and for the Fiscal Years Ended June 30,

(Dollars in thousands, except for shares, per share amounts, and unit volumes)

Consolidated statement of operations :

(Dollars in thousands, except for per share amounts)

Consolidated statements of operations:

COST OF SALES

3 unchanged sentences

Amortization of intangible assets

Goodwill and intangible asset impairment (1)

Total selling, general and administrative expenses

Operating income

Other expense (income):

Interest expense, including related party amounts

Goodwill and other intangible asset impairment (1)

Total operating expenses

OPERATING INCOME (LOSS)

OTHER EXPENSE:

Interest expense

Change in common stock warrant fair value

Income before income tax expense

Income tax expense

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

INCOME TAX EXPENSE (BENEFIT)

NET INCOME (LOSS)

WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF:

Net income per common share :

Net income (loss) per common share:

Cash dividends declared per common share

2 unchanged sentences

Current portion of long-term debt

Long-term debt, net of unamortized debt issuance costs

Long-term debt

Total stockholders’ equity (deficit)

Additional financial and other data (unaudited):

Unit sales volume:

NauticStar (2)

Hydra-Sports (4)

MasterCraft sales

NauticStar sales

Hydra-Sports sales

Consolidated sales

MasterCraft sales

NauticStar sales

Hydra-Sports sales

Consolidated sales

Consolidated unit sales volume

NauticStar (2)

Consolidated net sales

Net sales per unit:

NauticStar (2)

Consolidated net sales per unit

Adjusted EBITDA (3)

1 unchanged sentence

Adjusted EBITDA margin (3)

During fiscal 2019, we recognized goodwill and intangible asset impairment charges of $31.0 million as described in Note 8 Notes to the Consolidated Financial Statements.

The weighted average shares used for computation of basic and diluted earnings per common share gives effect to the 11.139-for-1 stock split consummated on July 22, 2015 in connect ion with the Company’s initial public offering and excludes the 6,071,429 shares sold for periods prior to fiscal year ended June 30, 2016.

During fiscal 2019 and 2018, the Company acquired Crest and NauticStar, respectively, as described in Notes 5 and 16 in Notes to the Consolidated Financial Statements.

On June 30, 2012, the Company sold the trade name, tooling, certain machinery, and finished goods of our Hydra-Sports business to Hydra-Sports Custom Boats, LLC, an unaffiliated third party.

We concurrently entered into an agreement with the purchaser to contract manufacture a specified number of Hydra-Sports models annually at established prices, using certain of the tooling and machinery assets sold to Hydra-Sports Custom Boats, LLC which remained in use by the Company at the Company’s manufacturing facility for the duration of the manufacturing contract.

This manufacturing agreement expired on June 30, 2015 and we did not renew it.

During fiscal 2020, we recognized goodwill and other intangible asset impairment charges in our NauticStar and Crest segments.

During fiscal 2019, we recognized goodwill and other intangible asset impairment charges in our NauticStar segment.

See Note 6 in Notes to Consolidated Financial Statements.

During fiscal 2019 and 2018, the Company acquired Crest and NauticStar, respectively, as described in Note 3 in Notes to Consolidated Financial Statements.

Adjusted EBITDA, Adjusted Net Income and Adjusted EBITDA margin are non-GAAP financial measures.

We define Adjusted EBITDA margin as Adjusted EBITDA expressed as a percentage of net sales.

For definitions of Adjusted EBITDA, Adjusted Net Income and a reconciliation of each to net income, see Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For definitions of our non-GAAP measures and a reconciliation of each to net income, see Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 5. Market for Registrant’s Common Equity