MasterCraft Boat Holdings, Inc. 10-K

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 chief executive officer and chief financial officer, of the effectiveness of our disclosure 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 at a reasonable assurance level as of June 30, 2020. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013) . Based on such assessment our management has concluded that, as of June 30, 2020, our internal control over financial reporting is effective based on those criteria. This annual report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management's assessment of the effectiveness of internal controls over financial reporting was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit emerging growth companies, which we are, to provide only management's assessment in this annual report. 45 Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item 10 will be included in 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 PARTY 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. The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference. 46 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. a. Documents included in this report: 1. Financial Statements Reports of Independent Registered Public Accounting Firm s F-1 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders' Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 1. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in our financial statements and related notes. 2. Exhibits The following documents are filed as a part of this annual report on Form 10-K or are incorporated by reference to previous filings, if so indicated: Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Membership Interest Purchase Agreement, dated October 2, 2017 among MCBC Holdings, Inc., Nautic Star, LLC and each of the other parties thereto 8-K 001 ‑ 37502 2.1 10/2/17 2.2 Membership Interest Purchase Agreement, dated September 10, 2018 among MCBC Holdings, Inc., all of the Members of Crest Marine, LLC and Patrick Fenton, as Representative for the Members of Crest Marine, LLC 8-K 001-37502 2.1 10/1/18 3.1 Amended and Restated Certificate of Incorporation of MCBC Holdings, Inc. 10-K 001-37502 3.1 9/18/15 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc. 10-Q 001-37502 3.2 11/9/18 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc. 8-K 001-37502 3.1 10/25/19 3.4 Fourth Amended and Restated By-laws of MasterCraft Boat Holdings, Inc. 8-K 001-37502 3.2 10/25/19 4.1 Common stock certificate of MasterCraft Boat Holdings, Inc. S-1/A 333-203815 4.1 7/15/15 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 * 10.1† MCBC Holdings, Inc. 2010 Equity Incentive Plan S-1/A 333-203815 10.2 6/25/15 10.2† MCBC Holdings, Inc. 2015 Incentive Award Plan S-1/A 333-203815 10.4 7/15/15 10.3† Form of Restricted Stock Award Agreement and Grant Notice under 2015 Incentive Award Plan (employee) S-1/A 333-203815 10.10 7/1/15 47 10.4† Form of Stock Option Agreement and Grant Notice under 2015 Incentive Award Plan (employee) S-1/A 333-203815 10.12 7/7/15 10.5† Form of Restricted Stock Award Grant Notice under 2015 Incentive Award Plan (director) S-1/A 333-203815 10.13 7/7/15 10.6† Senior Executive Incentive Bonus Plan 10-K 001-37502 10.8 9/18/15 10.7† Non-Employee Director Compensation Policy 10-K 001-37502 10.7 9/13/19 10.8† Employment Agreement between MasterCraft Boat Company, LLC and Terry McNew, effective as of July 1, 2018 8-K 001-37502 10.1 7/2/18 10.9† Employment Agreement between MasterCraft Boat Company, LLC and Timothy M. Oxley, effective as of July 1, 201 8 8-K 001-37502 10.2 7/2/18 10.10† Employment Agreement Between Crest Marine, LLC and Patrick May 10-K 001-37502 10.10 9/13/19 10.11† Form of Indemnification Agreement for directors and officers S-1/A 333-203815 10.9 7/7/15 10.12† Form of Performance Stock Unit Award Agreement under 2015 Incentive Award Plan 8-K 001-37502 10.1 8/26/16 10.13 Fourth Amended and Restated Credit and Guaranty Agreement, dated October 1, 2018, by and among MasterCraft Boat Holdings, Inc. as a guarantor, MasterCraft Boat Company, LLC, MasterCraft Services, LLC, MasterCraft International Sales Administration, Inc., Nautic Star, LLC, NS Transport, LLC, and Crest Marine LLC as borrowers, Fifth Third Bank as the agent and letter of credit issuer, and the lenders party thereto 8-K 001-37502 10.1 10/1/18 10.14 Amendment No. 3 to the Fourth Amended and Restated Credit and Guaranty Agreement 10-Q 001-37502 10.1 5/8/20 10.15† Letter Agreement, dated October 30, 2019 8-K 001-37502 10.1 10/30/19 10.16† Offer Letter, dated December 2, 2019 8-K 001-37502 10.1 12/3/19 10.17† Offer Letter, dated July 16, 2020 8-K 001-37502 10.1 8/3/20 10.18† Form of PSU Award Agreement 8-K 001-37502 10.1 7/22/20 21.1 List of subsidiaries of MasterCraft Boat Holdings, Inc . * 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm * 23.2 Consent of BDO USA, LLP, independent registered public accounting firm * 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer * 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ** 32.2 Section 1350 Certification of Chief Financial Officer ** 101.INS XBRL Instance Document * 101.SCH XBRL Taxonomy Extension Schema Document * 48 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB XBRL Taxonomy Extension Label Linkbase Document * 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * † Indicates management contract or compensatory plan. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY. Not Applicable. 49 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) 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. Date: September 11, 2020 MASTERCRAFT BOAT HOLDINGS, INC. By: /s/ FREDERICK A. BRIGHTBILL Chief Executive Officer (Principal Executive Officer) and Chairman of the Board 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/ FREDERICK A. BRIGHTBILL Chief Executive Officer (Principal Executive Officer) and Chairman of the Board Frederick A. Brightbill September 11, 2020 /s/ TIMOTHY M. OXLEY Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Secretary Timothy M. Oxley September 11, 2020 /s/ W. PATRICK BATTLE Director W. Patrick Battle September 11, 2020 /s/ JACLYN BAUMGARTEN Director Jaclyn Baumgarten September 11, 2020 /s/ DONALD C. CAMPION Director Donald C. Campion September 11, 2020 /s/ TJ CHUNG Director TJ Chung September 11, 2020 /s/ ROCH LAMBERT Director Roch Lambert September 11, 2020 /s/ PETER G. LEEMPUTTE Director Peter G. Leemputte September 11, 2020 50 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of MasterCraft Boat Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of MasterCraft Boat Holdings, Inc. and subsidiaries (the "Company") as of June 30, 2020, the related consolidated statements of operations, stockholders' equity, and cash flows, for the year ended June 30, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020, and the results of its operations and its cash flows for the year ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Nashville, Tennessee September 11, 2020 We have served as the Company's auditor since 2019. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders MasterCraft Boat Holdings, Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of MasterCraft Boat Holdings, Inc. and subsidiaries (the “Company”) as of June 30, 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2019, and the results of their operations and their cash flows for each of the two years in the period ended June 30, 2019, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP Atlanta, Georgia September 13, 2019 F-2 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of June 30 (Dollar amounts in thousands, except per share data) 2020 2019 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 16,319 $ 5,826 Accounts receivable, net of allowances of $247 and $281, respectively 6,145 12,463 Income tax receivable 4,924 951 Inventories, net (Note 4) 25,636 30,660 Prepaid expenses and other current assets 3,719 4,464 Total current assets 56,743 54,364 Property, plant and equipment, net (Note 5) 40,481 33,636 Goodwill (Note 6) 29,593 74,030 Other intangible assets, net (Note 6) 63,849 79,799 Deferred income taxes (Note 9) 16,080 6,240 Deferred debt issuance costs, net 425 451 Other long-term assets 752 253 Total assets $ 207,923 $ 248,773 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 10,510 $ 17,974 Income tax payable — 426 Accrued expenses and other current liabilities (Note 7) 35,985 41,421 Current portion of long-term debt, net of unamortized debt issuance costs (Note 8) 8,932 8,725 Total current liabilities 55,427 68,546 Long term debt, net of unamortized debt issuance costs (Note 8) 99,666 105,016 Unrecognized tax positions (Note 9) 3,683 2,895 Other long-term liabilities 277 — Total liabilities 159,053 176,457 COMMITMENTS AND CONTINGENCIES (Note 11) STOCKHOLDERS' EQUITY: Common stock, $.01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 18,871,637 shares at June 30, 2020 and 18,764,037 shares at June 30, 2019 189 188 Additional paid-in capital 116,182 115,582 Accumulated deficit (67,501 ) (43,454 ) Total stockholders' equity 48,870 72,316 Total liabilities and stockholders' equity $ 207,923 $ 248,773 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-3 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended June 30 2020 2019 2018 (Dollar amounts in thousands, except per share data) NET SALES $ 363,073 $ 466,381 $ 332,725 COST OF SALES 287,717 353,254 242,361 GROSS PROFIT 75,356 113,127 90,364 OPERATING EXPENSES: Selling and marketing 15,981 17,670 13,011 General and administrative 25,557 27,706 19,773 Amortization of other intangible assets 3,948 3,492 1,597 Goodwill and other intangible asset impairment 56,437 31,000 — Total operating expenses 101,923 79,868 34,381 OPERATING INCOME (LOSS) (26,567 ) 33,259 55,983 OTHER EXPENSE: Interest expense 5,045 6,513 3,474 INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) (31,612 ) 26,746 52,509 INCOME TAX EXPENSE (BENEFIT) (7,565 ) 5,392 12,856 NET INCOME (LOSS) $ (24,047 ) $ 21,354 $ 39,653 EARNINGS (LOSS) PER SHARE: Basic $ (1.28 ) $ 1.14 $ 2.13 Diluted $ (1.28 ) $ 1.14 $ 2.12 WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF: Basic earnings (loss) per share 18,734,482 18,653,892 18,619,793 Diluted earnings (loss) per share 18,734,482 18,768,207 18,714,531 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-4 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Additional Common Stock Paid-in Accumulated (Dollar amounts in thousands, except share data) Shares Amount Capital Deficit Total Balance at June 30, 2017 18,637,445 $ 186 $ 112,945 $ (101,370 ) $ 11,761 Share-based compensation activity 44,893 1 1,107 — 1,108 Net income — — — 39,653 39,653 Balance at June 30, 2018 18,682,338 187 114,052 (61,717 ) 52,522 Adoption of accounting standards — — — (3,091 ) (3,091 ) Share-based compensation activity 81,699 1 1,530 — 1,531 Net income — — — 21,354 21,354 Balance at June 30, 2019 18,764,037 188 115,582 (43,454 ) 72,316 Share-based compensation activity (Note 10) 107,600 1 600 — 601 Net income (loss) — — — (24,047 ) (24,047 ) Balance at June 30, 2020 18,871,637 $ 189 $ 116,182 $ (67,501 ) $ 48,870 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-5 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended June 30 (Dollar amounts in thousands) 2020 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (24,047 ) $ 21,354 $ 39,653 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 10,527 7,787 5,086 Share-based compensation 1,061 1,678 1,186 Deferred income taxes (9,840 ) (6,734 ) 557 Unrecognized tax benefits 788 913 (1,199 ) Amortization of debt issuance costs 572 553 496 Goodwill and other intangible asset impairment 56,437 31,000 — Changes in certain operating assets and liabilities Accounts receivable 6,291 (1,835 ) (211 ) Inventories 4,752 (449 ) (2,754 ) Prepaid expenses and other current assets 695 (1,464 ) (763 ) Income tax receivable (3,973 ) (951 ) — Accounts payable (6,874 ) (2,995 ) 2,847 Accrued expenses and other current liabilities (5,527 ) 6,609 4,720 Other, net (664 ) 420 (221 ) Net cash provided by operating activities 30,198 55,886 49,397 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for acquisitions, net of cash acquired — (81,729 ) (80,511 ) Purchases of property, plant and equipment (14,241 ) (14,064 ) (5,305 ) Proceeds from disposal of property, plant and equipment 23 7 96 Net cash used in investing activities (14,218 ) (95,786 ) (85,720 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt — 80,000 80,832 Principal payments on long-term debt (15,357 ) (41,306 ) (39,320 ) Borrowings on revolving credit facility 35,000 — — Principal payments on revolving credit facility (25,000 ) — — Proceeds from insurance premium financing 1,130 — — Principal payments on insurance premium financing (468 ) — — Other, net (792 ) (877 ) (1,318 ) Net cash provided (used) by financing activities (5,487 ) 37,817 40,194 NET CHANGE IN CASH AND CASH EQUIVALENTS 10,493 (2,083 ) 3,871 CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD 5,826 7,909 4,038 CASH AND CASH EQUIVALENTS — END OF PERIOD $ 16,319 $ 5,826 $ 7,909 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash payments for interest $ 4,841 $ 5,526 $ 2,976 Cash payments for income taxes 6,146 12,437 13,549 SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES: Capital expenditures in accounts payable and accrued expenses 318 908 733 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-6 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unless otherwise noted, dollars in thousands, except per share data and per unit data) 1. SIGNIFICANT ACCOUNTING POLICIES Organization – MasterCraft Boat Holdings, Inc. (“Holdings”) was formed on January 28, 2000, as a Delaware holding company and operates primarily through its wholly owned subsidiaries, MasterCraft Boat Company, LLC; MasterCraft Services, LLC; MasterCraft Parts, Ltd.; and MasterCraft International Sales Administration, Inc. (collectively “MasterCraft”); Nautic Star, LLC and NS Transport, LLC (collectively “NauticStar”); and Crest Marine, LLC (“Crest”). The Company acquired NauticStar on October 2, 2017 and Crest on October 1, 2018. Holdings and its subsidiaries collectively are referred to herein as the “Company.” Segment Information — Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations in three operating segments based on its operations and management structures: MasterCraft, NauticStar, and Crest (see Note 13). Basis of Presentation – The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries from the dates of their acquisitions. Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant 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 of MasterCraft, NauticStar, and Crest, which totaled $163.0 million as of June 30, 2020 and 2019, and no material liabilities. As of June 30, 2020, Holdings had no material contingencies, long-term obligations, or guarantees other than a guarantee of the Company’s subsidiaries’ long-term debt (see Note 8). Use of Estimates — The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures. The Company bases these estimates on historical results and various other assumptions believed to be reasonable. The Company’s most significant financial statement estimates include warranty liability, dealer incentives liability, fair value of share-based compensation, inventory repurchase contingent obligation, unrecognized tax positions, impairment of long-lived assets and intangible assets subject to amortization, impairment of goodwill and indefinite-lived intangible assets, and potential litigation claims and settlements. Actual results could differ from those estimates. Reclassifications — Certain historical amounts have been reclassified in the accompanying consolidated financial statements to conform to the current presentation. Revenue Recognition — The Company’s revenue is derived primarily from the sale of boats and trailers, marine parts, and accessories to its independent dealers. The Company recognizes revenue when obligations under the terms of a contract are satisfied and control over promised goods is transferred to a customer. For the majority of sales, this occurs when the product is released to the carrier responsible for transporting it to a customer. The Company typically receives payment within 5 business days of shipment. Revenue is measured as the amount of consideration it expects to receive in exchange for a product. The Company offers dealer incentives that include wholesale rebates, retail rebates and promotions, floor plan reimbursement or cash discounts, and other allowances that are recorded as reductions of revenues in Net sales in the consolidated statements of operations. The consideration recognized represents the amount specified in a contract with a customer, net of estimated incentives the Company reasonably expects to pay. The estimated liability and reduction in revenue for dealer incentives is recorded at the time of sale. Subsequent adjustments to incentive estimates are possible because actual results may differ from these estimates if conditions dictate the need to enhance or reduce sales promotion and incentive programs or if dealer achievement or other items vary from historical trends. Accrued dealer incentives are included in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Rebates and Discounts Dealers earn wholesale rebates based on purchase volume commitments and achievement of certain performance metrics. The Company estimates the amount of wholesale rebates based on historical achievement, forecasted volume, and assumptions regarding dealer behavior. Rebates that apply to boats already in dealer inventory are referred to as retail rebates. The Company estimates the amount of retail rebates based on historical data for specific boat models adjusted for forecasted sales volume, product mix, dealer and consumer F-7 behavior, and assumptions concerning market conditions. The Company also utilizes va rious programs whereby it offers cash discounts or agrees to reimburse its dealers for certain floor plan interest costs incurred by dealers for limited periods of time, generally ranging up to nine months. Shipping and Handling Costs Shipping and handling costs includes those costs incurred to transport product to customers and internal handling costs, which relate to activities to prepare goods for shipment . The Company has elected to account for shipping and handling costs associated with outbound freight after control over a product has transferred to a customer as a fulfillment cost. The Company includes shipping and handling costs, including costs billed to customers, in Cost of sales in the consolidated statements of operations. Contract Liabilities A contract liability is created when customers prepay for goods prior to the Company transferring those goods to the customer. The contract liability is reduced once control of the goods is transferred to the customer. The difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the point at which it receives pre-payment from the customer. Other Revenue Recognition Matters Dealers generally have no right to return unsold boats. Occasionally, the Company may accept returns in limited circumstances and at the Company’s discretion under its warranty policy. 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 Company accounts for these arrangements as guarantees and recognizes a liability based on the estimated fair value of the repurchase obligation. The estimated fair value takes into account our estimate of the loss we will incur upon resale of any repurchases. The Company accrues the estimated fair value of this obligation based on the age of inventory currently under floor plan financing and estimated credit quality of dealers holding the inventory. Inputs used to estimate this fair value include significant unobservable inputs that reflect the Company’s assumptions about the inputs that market participants would use and, therefore, this liability is classified within Level 3 of the fair value hierarchy. The Company has excluded sales and other taxes assessed by a governmental authority in connection with revenue-producing activities from the determination of the transaction price for all contracts. The Company has not adjusted Net sales for the effects of a significant financing component because the period between the transfer of the promised goods and the customer's payment is expected to be one year or less. Accounts Receivable — Accounts receivable represents amounts billed to customers under credit terms customary in its industry. The Company normally does not charge interest on its accounts receivable. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to bad debt recovery. Amounts recorded as bad debt expense, write-offs, and recoveries were not material for the years ended June 30, 2020, 2019, and 2018. Cash and Cash Equivalents — The Company considers all highly-liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company’s cash deposits may at times exceed federally insured amounts. The Company had no cash equivalents at June 30, 2020 and 2019. Concentrations of Credit and Business Risk — Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of trade receivables. Credit risk on trade receivables is mitigated as a result of the Company’s use of trade letters of credit, dealer floor plan financing arrangements, and the geographically diversified nature of the Company’s customer base. Supplier Concentrations The Company is dependent on the ability of its suppliers to provide products on a timely basis and on favorable pricing terms. The loss of certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse effect on the Company. Business risk insurance is in place to mitigate the business risk associated with sole suppliers for sudden disruptions such as those caused by natural disasters. F-8 The Company is dependent on third-party equipment manufacturers, distributors, and dealers for certain parts and materials utilized in the manufacturing process. During the years ended June 30, 2020 , 2019 , and 2018 the Company purchased all engines for its MasterCraft performance sport boats under a supply agreement with a single vendor. Total purchases to this vendor were $27.6 million , $39.3 million, and $34.7 million for the years ended June 30, 2020 , 2019 , and 2 018 , respectively. During the years ended June 30, 2020 and 2019 , the Company purchased a majority of engines for its NauticStar boats under a supply agreement with one vendor. Total purchases from this vendor were $15.2 million , $23.7 million, and $19.7 m illion for the years ended June 30, 2020 . 2019 , and 2018 , respectively . During the years ended June 30, 2020 and 2019 , the Company purchased a majority of the engines for its Crest boats under a supply agreement with a single vendor. Total purchases from this vendor were $15.5 million and $20.4 million for the years ended June 30, 2020 and 2019, respectively . Inventories — Inventories are valued at the lower of cost or net realizable value and are shown net of an inventory allowance in the consolidated balance sheet. Inventory cost includes material, labor, and manufacturing overhead and is determined based on the first-in, first-out (FIFO) method. Provisions are made as necessary to reduce inventory amounts to their net realizable value or to provide for obsolete inventory. Property, Plant, and Equipment — Property, plant, and equipment are recorded at historical cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives. Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements that increase the asset’s useful life are capitalized. Ranges of asset lives used for depreciation purposes are: Buildings and improvements 7 - 40 years Machinery and equipment 3 - 7 years Furniture and fixtures 3 - 7 years Goodwill and Other Intangible Assets — The Company does not amortize goodwill and other purchased intangible assets with indefinite lives. The Company’s intangible assets with finite lives consist primarily of dealer networks and are carried at their estimated fair values at the time of acquisition, less accumulated amortization. Amortization is recognized on a straight-line basis over the estimated useful lives of the respective assets (see Note 6). 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. All of the Company’s goodwill and other intangible assets relate to our MasterCraft, NauticStar, or Crest reporting units (see Note 13). Goodwill Goodwill results from the excess of purchase price over the net identifiable assets of businesses acquired. The Company reviews goodwill for impairment annually, at fiscal yearend, and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value. As part of the annual test, the Company may perform a qualitative, rather than quantitative, assessment to determine whether the fair values of its reporting units are “more likely than not” to be greater than their carrying values. In performing this qualitative analysis, the Company considers various factors, including the effect of market or industry changes and the reporting units' actual results compared to projected results. If the fair value of a reporting unit does not meet the "more likely than not" criteria discussed above, the impairment test for goodwill is a quantitative test. This test involves comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying value, goodwill is not considered impaired. If the carrying amount exceeds the fair value then the goodwill is considered impaired and an impairment loss is recognized in an amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the carrying amount of the goodwill allocated to that reporting unit. The Company calculates the fair value of its reporting units by considering both the income approach and market approach. The income approach calculates the fair value of the reporting unit using a discounted cash flow method. 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. 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 uncertainties 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. F-9 During the years ended June 30, 2020 and 2019, the Company performed quantitative impairment tests for all three reporting units and determined that goodwill attributable to the NauticStar and Crest reporting units was impaired. As a result, the Company recognized associated i mpairment charges during each of those fiscal years (see Note 6) . The Company recognized no impairments related to goodwill for the year ended June 30, 2018. Other Intangible Assets The Company's primary intangible assets other than goodwill are dealer networks and trade names acquired in business combinations. These intangible assets are initially valued using a methodology commensurate with the intended use of the asset. The dealer networks were valued using an income approach, which requires an estimate or forecast of the expected future cash flows from the dealer network through the application of the multi-period excess earnings approach. The fair value of trade names is measured using a relief-from-royalty approach, a variation of the income approach, which requires an estimate or forecast of the expected future cash flows. This method assumes the value of the trade name is the discounted cash flows of the amount that would be paid to third parties had the Company not owned the trade name and instead licensed the trade name from another company. The basis for future sales projections for these methods are based on internal revenue forecasts by reporting unit, which the Company believes represent reasonable market participant assumptions. The future cash flows are discounted using an applicable Discount Rate as well as any potential risk premium to reflect the inherent risk of holding a standalone intangible asset. The key uncertainties in these fair value calculations, as applicable, are: assumptions used in developing internal revenue growth and dealer expense forecasts, assumed dealer attrition rates, the selection of an appropriate royalty rate, as well as the perceived risk associated with those forecasts in determining the Discount Rate. The costs of amortizable intangible assets, including dealer networks, are recognized over their expected useful lives, approximately ten years for the dealer networks, using the straight-line method. 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. Intangible assets not subject to amortization 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 impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. During the years ended June 30, 2020 and 2019, the Company performed quantitative impairment tests for intangible assets and determined that trade names attributable to the NauticStar and Crest were impaired. As a result, the Company recognized associated impairment charges during each of those fiscal years (see Note 6). The Company recognized no impairments related to other intangible assets for the year ended June 30, 2018. 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. The Company performs its review by comparing the book value of the assets to the estimated future undiscounted cash flows associated with the assets. 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 incurred no such impairments during the years ended June 30, 2020, 2019, and 2018. Income Taxes — Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. The Company records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. The realization of these assets is dependent on generating future taxable income. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. In determining the amount of current and deferred tax the Company takes into account the impact of uncertain tax positions and whether additional taxes, interest and penalties may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on F-10 estimates and assumptions and may involve a ser ies of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will have an impact on tax expense in the period t hat such a determination is made. The income tax effects of the differences we identify are classified as deferred tax assets and liabilities in our c onsolidated b alance s heets . Product Warranties — The Company offers warranties on the sale of certain products for periods of between one and five years. 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. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of the recorded warranty liabilities and adjust the amounts as actual claims are determined or as changes in the obligations become reasonably estimable. Research and Development — Research and development expenditures are expensed as incurred. Research and development expense for the years ended June 30, 2020, 2019, and 2018 was $5.2 million, $5.6 million, and $4.9 million, respectively, and is included in Operating expenses in the consolidated statements of operations. Self-Insurance — The Company is self-insured for certain losses relating to product liability claims and employee medical claims. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels under these plans. Losses are accrued based on the Company’s estimates of the aggregate liability for self-insured claims incurred using certain actuarial assumptions followed in the insurance industry and the Company’s historical experience. Deferred Debt Issuance Costs — Certain costs incurred to obtain financing are capitalized and amortized over the term of the related debt using the effective interest method. For the years ended June 30, 2020, 2019, and 2018 the Company incurred deferred financing costs of $0.3 million, $0.7 million, and $1.2 million, respectively. For the years ended June 30, 2020, 2019, and 2018 the Company recorded related amortization expense of $0.6 million, $0.6 million, and $0.5 million, respectively. Share-Based Compensation — The Company records amounts for all share-based compensation, including grants of restricted stock awards, performance stock units, and nonqualified stock options over the vesting period in the consolidated statements of operations based on their fair values at the date of the grant. Forfeitures of share-based compensation, if any, are recognized as they occur. Share-based compensation costs are included in Selling, general and administrative expense in the consolidated statements of Operations. See Note 10 – Share-Based Compensation for a description of the Company's accounting for share-based compensation plans. Advertising — Advertising costs are expensed when the advertising first takes place. Advertising expense recognized during the years ended June 30, 2020, 2019, and 2018, was $7.0 million, $9.3 million, and $6.8 million, respectively, and is included in Selling and marketing expenses in the consolidated statements of operations. F-11 Fair Value Measurements — The Company measures certain of its financial assets and liabilities at fair value and utilizes the established framework for measuring fair value and disclosing information about fair value measurements. Fair value is the exchange price that would be r eceived for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that m ay be used to measure fair values: Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the inputs that market participants would use in pricing an asset or liability. When measuring fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. 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 11). 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. 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. Earnings Per Common Share — Basic earnings per common share reflects reported earnings divided by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share include the effect of dilutive stock options and restricted share awards, unless inclusion would not be dilutive. 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 plans was $1.2 million, $1.2 million, and $0.8 million for the years ended June 30, 2020, 2019, and 2018, respectively. Comparability between the years ended June 30, 2019 and 2018 was impacted, primarily, by the acquisition of Crest and NauticStar during the years ended June 30, 2019 and 2018, respectively (See Note 3). COVID-19 Pandemic — The outbreak of a novel coronavirus throughout the world, including the United States, during early calendar year 2020 has caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people (“COVID-19 Pandemic”). We are subject to risks and uncertainties as a result of the COVID-19 Pandemic. The extent of the impact of the COVID-19 Pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the COVID-19 Pandemic is rapidly evolving in many countries, including the United States and other markets where the Company operates. It is expected that many of the Company's consumers, dealers, and suppliers could be impacted by these closings and restrictions which could materially and adversely affect demand for our products, our ability to obtain or deliver inventory, and our ability to collect accounts receivables as our dealers and financing counterparties face higher liquidity and solvency risk. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 Pandemic, and it has caused economic downturns or recessions in the U.S. and other markets where the Company operates. Such economic disruption could have a material adverse effect on our business as retail demand for our products could decline which would in-turn reduce wholesale demand from our dealers. Policymakers around the world have responded with fiscal and monetary policy actions to support the economy. The magnitude and overall effectiveness of these actions remains uncertain. To balance wholesale production with the then anticipated impacts to retail demand caused by the economic impacts of the COVID-19 Pandemic, we reduced production in February 2020 and, in late March 2020, temporarily suspended manufacturing operations at all of our facilities to protect the health of our employees and comply with governmental mandates. As a result of this action, the Company temporarily laid off nearly all of its hourly workforce. We resumed operations at all our manufacturing facilities by mid-May 2020. Our facilities resumed operations with new temperature screening, social distancing, personal protective equipment, and cleaning protocols to protect our employees and mitigate risk of further business interruption. The Company continues to evaluate and monitor the health and safety of its employees and will adhere to federal and local government mandates and guidelines. F-12 The severity of the impact of the COVID-19 Pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration, spread, severity, and impact of the pandemic, the remedial actions and stimulus measures adopted by local and federal govern ments, the effects of the pandemic on the Company's consumers , dealers , suppliers and workforce , and to the extent normal economic and operating conditions can resume, all of which are uncertain and cannot be predicted. The Company's future results of oper ations, cash flows, and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain or workforce disruptions and uncertain demand, additional goodwill and other intangible asset impairment charges (see Note 6), and the impact of any initiatives that the Company may undertake to address financial and operational challenges faced by it and its consumers , dealers, and suppliers. As of the date of issuance of these consolidated finan cial statements, the extent to which the COVID-19 Pandemic may materially impact the Company's financial condition, liquidity, or results of operations is uncertain. New Accounting Pronouncements Issued And Adopted Leases — In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases, (“ASC 842”) which, among other things, requires lessees to recognize assets and liabilities on the balance sheet for all operating leases. On July 1, 2019, the Company adopted ASC 842 and all related amendments. The Company elected the optional transition method provided by the FASB in ASU 2018-11, Leases (Topic 842): Targeted Improvements , and as a result, has not restated its consolidated financial statements for prior periods presented. The Company has elected the package of practical expedients upon transition which allowed the Company to retain the lease classification for any leases that existed prior to adoption, to not reassess whether any contracts entered into prior to adoption are leases, and to not reassess initial direct costs for any leases that existed prior to adoption. In addition, the Company elected not to record on the consolidated balance sheet any lease with a term of twelve months or less. ASC 842 did not have a material impact on the Company's consolidated statements of operations. The cumulative effect of the changes made to the Company's consolidated balance sheet as of July 1, 2019 for the adoption of ASC 842 was as follows: Balance as of Adjustments Balance as of June 30, 2019 Due to ASC 842 July 1, 2019 Assets Other long-term assets $ 253 $ 3,931 $ 4,184 Current liabilities Accrued expenses and other current liabilities 41,421 547 41,968 Long-term liabilities Other long-term liabilities — 3,384 3,384 The Company leases various equipment under operating lease arrangements. The Company determines if an arrangement is a lease at lease inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Because the rates implicit in the Company's lease contracts are not readily determinable, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The operating lease ROU asset also includes any initial direct costs and lease payments made prior to lease commencement and excludes lease incentives incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company may enter into lease agreements that contain both lease and non-lease components, which it has elected to account for as a single lease component for all asset classes. See Note 11 for information regarding the Company’s leases. Share-Based Compensation — In June 2018, the Financial Accounting Standards Board issued ASU 2018-07 , Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . This guidance provides clarity and reduces complexity when applying the guidance in Topic 718, Compensation—Stock Compensation to the term or condition of share-based payments to nonemployees. ASU 2018-07 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018. The Company adopted this guidance for its fiscal year beginning July 1, 2019. The adoption of this standard did not have a material impact on the consolidated financial statements. F-13 New Accounting Pronouncements Issued But Not Yet Adopted Fair Value Measurements — In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement . This guidance modifies the disclosure requirements on fair value measurements in Topic 820 by removing disclosures regarding transfers between Level 1 and Level 2 of the fair value hierarchy, by modifying the measurement uncertainty disclosure, and by requiring additional disclosures for Level 3 fair value measurements, among others. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements. Current Expected Credit Loss — In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which updated the ASC to use an impairment model that is based on expected losses rather than incurred losses. The Company will adopt this guidance for its fiscal year beginning July 1, 2020. Our evaluation of this guidance is substantially complete, and the adoption of this standard is not expected to have a material impact on the consolidated financial statements. 2. REVENUE RECOGNITION The following table presents the Company’s revenue by major product category for each reportable segment. Year Ended June 30, 2020 Year Ended June 30, 2019 MasterCraft NauticStar Crest (a) Total MasterCraft NauticStar Crest (a) Total Major Product Categories: Boats and trailers $ 236,108 $ 54,473 $ 60,888 $ 351,469 $ 301,010 $ 77,896 $ 75,742 $ 454,648 Parts 9,731 448 591 10,770 9,471 85 498 10,054 Other revenue 616 9 209 834 1,349 14 316 1,679 Total $ 246,455 $ 54,930 $ 61,688 $ 363,073 $ 311,830 $ 77,995 $ 76,556 $ 466,381 (a) Crest was acquired on October 1, 2018. Sales outside of North America accounted for 4.8%, 5.2%, and 7.5% of the Company’s net sales for the years ended June 30, 2020, 2019, and 2018, 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, 2020, 2019, and 2018. Contract Liabilities As of June 30, 2019, the Company had $0.8 million of contract liabilities associated with customer deposits. During the year ended June 30, 2020, all of this amount was recognized as revenue. As of June 30, 2020, total contract liabilities were $0.6 million, were reported in Accrued expenses and other current liabilities on the consolidated balance sheet and are expected to be recognized as revenue during the year ended June 30, 2021. See Note 1 for a description of the Company’s significant revenue recognition policies. 3. ACQUISITIONS Fiscal 2019 Acquisition On October 1, 2018, the Company completed its acquisition of Crest for $81.7 million. Crest, a manufacturer of pontoons, expands the Company’s product portfolio. Proceeds from the $80.0 term loan (see Note 8) were used to fund this acquisition. The following table is a summary of the assets acquired, liabilities assumed, and net cash consideration paid for Crest during fiscal 2019: F-14 Fair Value Accounts receivable $ 5,215 Inventories 9,853 Other current assets 179 Property, plant and equipment 1,840 Identifiable intangible assets (a) 35,245 Current liabilities (6,841 ) Fair value of assets acquired and liabilities assumed 45,491 Goodwill (a) 36,238 Net cash consideration paid $ 81,729 (a) The goodwill and other intangible assets recorded for the Crest acquisition are deductible for tax purposes. Fair Value Estimated Useful Life (in years) Definite-lived intangible assets: Dealer network $ 18,000 10 Software 245 5 Indefinite-lived intangible asset: Trade name 17,000 Total identifiable intangible assets $ 35,245 Related Party Transactions In connection with the operations of Crest, the Company made rental payments to Crest Marine Real Estate LLC (“Real Estate”) for a manufacturing facility, storage and office building (the “Crest Facility”). One of the minority owners of Real Estate is a member of the Crest management team. The lease was to expire on September 30, 2028, and was subject to four consecutive, five-year renewal periods. The lease terms included an option for the Company to purchase the Crest Facility for an amount equal to its fair market value, as determined by appraisals and negotiation between the Company and Real Estate (the “Purchase Option”). The annual rent under the lease was $0.3 million for the first five years of the lease term, and was to increase to $0.4 million for the remaining five years. Additionally, at the beginning of each of the optional renewal terms the rent was to be adjusted based on the change in the Consumer Price Index. In accordance with the Purchase Option, on October 24, 2019 the Company purchased the Crest Facility for $4.1 million. See Note 11 for additional information regarding the purchase. Crest purchases fiberglass component parts from a supplier whose minority owner was the same member of the Crest management team that has a minority ownership interest in Real Estate. On January 31, 2020 this minority ownership interest was divested and this supplier ceased being a related party. During the period beginning July 1, 2019 and ending January 31, 2020, the Company purchased $1.8 million of products from the supplier. During the year ended June 30, 2019, the Company purchased $2.8 million of products from the supplier. Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2019 and 2018, assumes that the acquisition of NauticStar (acquired on October 2, 2017) and Crest (acquired on October 1, 2018) occurred as of the beginning of the earliest period presented in the consolidated financial statements. The unaudited pro forma financial information combines historical results of MasterCraft, NauticStar, and Crest with adjustments for depreciation and amortization attributable to fair value estimates on acquired tangible and intangible assets for the respective periods. Non-recurring pro forma adjustments associated with the fair value step up of inventory were included in the reported pro forma cost of sales and earnings. The unaudited pro forma financial information is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2018, or the results that may occur in the future: Fiscal Years Ended 2019 2018 Net sales $ 487,374 $ 423,630 Net income $ 21,619 $ 38,269 Basic earnings per share $ 1.16 $ 2.06 Diluted earnings per share $ 1.15 $ 2.04 F-15 4. INVENTORIES Inventories consisted of the following: As of June 30, 2020 2019 Raw materials and supplies $ 18,318 $ 20,034 Work in process 3,866 4,571 Finished goods 4,876 7,207 Obsolescence reserve (1,424 ) (1,152 ) Total inventories $ 25,636 $ 30,660 5. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, net consisted of the following: As of June 30, 2020 2019 Land and improvements $ 3,030 $ 1,901 Buildings and improvements 22,366 15,652 Machinery and equipment 38,262 29,804 Furniture and fixtures 2,229 1,719 Construction in progress 1,312 4,866 Total property, plant, and equipment 67,199 53,942 Less accumulated depreciation (26,718 ) (20,306 ) Property, plant, and equipment, net $ 40,481 $ 33,636 Depreciation expense for the years ended June 30, 2020, 2019, and 2018 was $6.6 million, $4.3 million, and $3.5 million, respectively. Subsequent Event On August 13, 2020, the Company entered into an agreement to purchase certain real and personal property located in Merritt Island, Florida, including a 140,000 sq. ft. boat manufacturing facility, (the “Property”) for $14.0 million (the “Purchase Agreement”). The Company plans to use the Property to expand its boat building capacity. The Purchase Agreement is subject to customary closing conditions and closing is expected to occur in October 2020. The Company expects to use liquidity sources existing as of June 30, 2020 to fund this purchase. F-16 6 . GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and Other Intangible Asset Impairment The current economic environment, including the significant share price and market volatility, as well as disruptions to supply chains resulting from the COVID-19 Pandemic, triggered an interim impairment analysis for the Company’s intangible assets including goodwill. As a result of this analysis, the Company recorded impairment charges totaling $56.4 million during the three months ended March 29, 2020 related to the NauticStar and Crest segments. As of June 30, 2020, 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 and other intangible assets. The impairment charges recorded for each segment are detailed below and are included in Goodwill and other intangible asset impairment on the consolidated statement of operations. The impairment recorded in fiscal 2020 was principally a result of a decline, in the fiscal third quarter, in market conditions, including our share price, and the then current outlook for sales and operating performance relative to the Company’s acquisition plans and impairment test performed as of June 30, 2019. During our fiscal 2019 annual assessment of intangible assets including goodwill, the Company recorded impairment charges of $31.0 million related to the NauticStar segment. The impairment was principally a result of a decline, in the fiscal fourth quarter, in the outlook for sales and operating performance relative to our acquisition plan. See Note 1 for a discussion of the methods used to determine the fair value of goodwill and other intangible assets. In assessing the need for goodwill and intangible impairment, management utilizes a number of estimates, including operating results, business plans, economic projections, anticipated future cash flows, transactions and marketplace data. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. Goodwill and other intangible asset impairment charges for the years ended June 30, 2020 and 2019 were as follows: 2020 2019 NauticStar Crest Consolidated NauticStar Consolidated Goodwill $ 8,199 $ 36,238 $ 44,437 $ 28,000 $ 28,000 Trade name 5,000 7,000 12,000 3,000 3,000 Total $ 13,199 $ 43,238 $ 56,437 $ 31,000 $ 31,000 While the extent and duration of the economic impact from the COVID-19 pandemic remain unclear, changes in assumptions and estimates may affect the fair value of goodwill and other intangible assets and could result in additional impairment charges in future periods. Goodwill The carrying amounts of goodwill as of June 30, 2020 and 2019, attributable to each of the Company’s reportable segments, were as follows: 2020 2019 Gross Amount Accumulated Impairment Losses Total Gross Amount Accumulated Impairment Losses Total MasterCraft $ 29,593 $ - $ 29,593 $ 29,593 $ - $ 29,593 NauticStar 36,199 (36,199 ) - 36,199 (28,000 ) 8,199 Crest 36,238 (36,238 ) - 36,238 - 36,238 Total $ 102,030 $ (72,437 ) $ 29,593 $ 102,030 $ (28,000 ) $ 74,030 F-17 Other Intangible Assets The following table presents the carrying amount of Other intangible assets, net as of June 30, 2020 and 2019. 2020 2019 Gross Amount Accumulated Amortization / Impairment Other intangible assets, net Gross Amount Accumulated Amortization / Impairment Other intangible assets, net Amortized intangible assets Dealer networks $ 39,500 $ (9,810 ) $ 29,690 $ 39,500 $ (5,909 ) $ 33,591 Software 245 (86 ) 159 245 (37 ) 208 39,745 (9,896 ) 29,849 39,745 (5,946 ) 33,799 Unamortized intangible assets Trade names 49,000 (15,000 ) 34,000 49,000 (3,000 ) 46,000 Total other intangible assets $ 88,745 $ (24,896 ) $ 63,849 $ 88,745 $ (8,946 ) $ 79,799 Amortization expense related to Other intangible assets, net for years ended June 30, 2020, 2019 and 2018 was $3.9, $3.5, and $1.6 million, respectively. The following table presents estimated future amortization expense for the next five fiscal years and thereafter. Fiscal years ending June 30, 2021 $ 3,950 2022 3,950 2023 3,950 2024 3,806 2025 3,793 and thereafter 10,400 Total $ 29,849 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: As of June 30, 2020 2019 Warranty $ 20,004 $ 17,205 Dealer incentives 8,448 12,623 Compensation and related accruals 1,488 3,494 Floor plan interest 732 2,060 Inventory repurchase contingent obligation 1,132 1,936 Self-insurance 704 606 Debt interest — 405 Other 3,477 3,092 Total accrued expenses and other current liabilities $ 35,985 $ 41,421 F-18 A ccrued warranty liability activity was as follows : For the Years Ended June 30, 2020 2019 Balance at the beginning of the period $ 17,205 $ 13,077 Provisions 7,039 8,056 Additions for Crest acquisition — 990 Payments made (7,634 ) (7,198 ) Aggregate changes for preexisting warranties 3,394 2,280 Balance at the end of the period $ 20,004 $ 17,205 Insurance Premium Financing On March 27, 2020, the Company executed an insurance premium financing agreement of $1.1 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on April 1, 2020, the financing agreement is payable in eleven monthly installments of principal and interest of approximately $0.1 million. The agreement bears interest at 3.6%. The balance of the insurance premium financing as of June 30, 2020 was $0.7 million and is recorded in Accrued expenses and other current liabilities. 8. LONG-TERM DEBT Long-term debt outstanding was as follows: As of June 30, 2020 2019 Revolving credit facility $ 10,000 $ — Term loans 99,993 115,349 Debt issuance costs on term loans (1,395 ) (1,608 ) Total debt 108,598 113,741 Less current portion of long-term debt 9,420 9,167 Less current portion of debt issuance costs on term loans (488 ) (442 ) Long-term debt, net of current portion $ 99,666 $ 105,016 Previously Existing Credit Facility On October 2, 2017, the Company entered into a Third Amended and Restated Credit and Guaranty Agreement with a syndicate of certain financial institutions (the “Third Amended Credit Agreement”). The Third Amended Credit Agreement replaced and paid off the Company’s Prior Credit Agreement, dated May 27, 2016. The Third Amended Credit Agreement provided the Company with a $145.0 million senior secured credit facility, consisting of a $115.0 million term loan and a $30.0 million revolving credit facility. A portion of the proceeds from the Third Amended Credit Agreement were used for the Company’s acquisition of NauticStar. The Third Amended Credit Agreement bore interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.75% to 1.75% or at an adjusted LIBOR plus an applicable margin ranging from 1.75% to 2.75%, in each case based on the Company’s Total Net Leverage Ratio. Current Credit Facility On October 1, 2018, the Company entered into a Fourth Amended and Restated Credit and Guaranty Agreement with a syndicate of certain financial institutions (the “Fourth Amended Credit Agreement”), which replaced the credit facility discussed above. The Fourth Amended Credit Agreement provides the Company with a $190.0 million senior secured credit facility, consisting of a $75.0 million term loan, and an $80.0 million term loan (together, the “Term Loans”), and a $35.0 million revolving credit facility (the “Revolving Credit Facility”). Proceeds from the $80.0 million term loan were used to fund the Crest acquisition. The Fourth Amended Credit Agreement is secured by substantially all the assets of the Company. Holdings is a guarantor on the Fourth Amended Credit Agreement and the Fourth Amended Credit Agreement contains covenants that restrict the ability of Holdings’ subsidiaries to make distributions to Holdings. The Term Loans will mature and all remaining amounts outstanding thereunder will be due and payable on October 1, 2023. F-19 Amendment to Fourth Amended Credit Agreement On May 7, 2020, the Company entered into Amendment No. 3 to the Fourth Amended Credit Agreement (the “Amendment”). The changes effected by the Amendment include, among others, the temporary removal and replacement of the Company’s financial covenants, the addition of a 50 basis point floor on LIBOR, modifications to the range of applicable LIBOR and prime interest rate margins, and a revision of the Total Net Leverage Ratio calculation. Under the Amendment, the Total Net Leverage Ratio covenant and Fixed Charge Coverage Ratio covenant of the Fourth Amended Credit Agreement are temporarily replaced with three separate covenants: (i) an Interest Coverage Ratio, (ii) a Minimum Liquidity threshold, and (iii) a Maximum Unfinanced Capital Expenditures limitation (the “Package of Financial Covenants”). The Package of Financial Covenants are in place through the quarter ended March 31, 2021, at which time the Total Net Leverage Ratio covenant and Fixed Charge Coverage Ratio covenant will be reinstated and the Package of Financial Covenants will sunset, and with the minimum liquidity covenant being tested on the last day of each fiscal month through May 31, 2021. In addition, the Total Net Leverage Ratio calculation was temporarily revised to include all unrestricted cash balances, without limitation, until June 30, 2021. Pursuant to the Amendment, the Company’s debt bore interest at LIBOR, subject to a 50 basis point floor, plus 3.25% through June 30, 2020. Beginning on July 1, 2020, the applicable margin, at the Company’s option, is at either the prime rate plus an applicable margin ranging from 0.5% to 2.25% or at an adjusted LIBOR rate plus an applicable margin ranging from 1.5% to 3.25%, in each case based on the Company’s Total Net Leverage Ratio. As of June 30, 2020 and 2019, the effective interest rate on borrowings outstanding was 3.75% and 4.48%, respectively. Revolving Credit Facility On March 19, 2020, the Company drew $35.0 million on its Revolving Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 Pandemic. As of June 30, 2020, the Company had $10.0 million of borrowings outstanding on its Revolving Credit Facility and the availability under the Revolving Credit Facility was $25.0 million. All amounts outstanding under the Revolving Credit Facility mature in October 2023. As of June 30, 2020, the Company was in compliance with its financial covenants under the Amendment to the Fourth Amended Credit Agreement. Maturities for the Term Loans and Revolving Credit Facility subsequent to June 30, 2020 are as follows: 2021 $ 9,420 2022 11,775 2023 12,560 2024 76,238 Total $ 109,993 F-20 9 . INCOME TAXES Earnings before income taxes by jurisdiction were all in the U.S. except for income of approximately $0.1 million during each of the years ended June 30, 2020, 2019 and 2018. For the years ended June 30, the components of the provision for income taxes are as follows: 2020 2019 2018 Current income tax expense: Federal $ 2,096 $ 10,405 $ 12,140 State 666 1,892 276 Benefit of current year tax credits (554 ) (171 ) (117 ) Total current tax expense $ 2,208 $ 12,126 $ 12,299 Deferred tax (benefit) expense: Federal $ (8,887 ) $ (5,837 ) $ 525 State (886 ) (897 ) 32 Total deferred tax (benefit) expense (9,773 ) (6,734 ) 557 Income tax (benefit) expense $ (7,565 ) $ 5,392 $ 12,856 The difference between the statutory and the effective federal tax rate for the periods below is attributable to the following: 2020 2019 2018 Statutory income tax rate 21.00 % 21.00 % 28.06 % State taxes (net of federal income tax benefit and valuation allowance) 1.67 % 2.48 % 2.32 % Tax credits 4.49 % (3.39 %) (0.44 %) Revalue of deferred taxes for change in federal tax rate — — (1.23 %) Change in valuation allowance — (0.57 %) — Permanent differences (0.74 %) (2.54 %) (2.41 %) Uncertain tax positions (2.49 %) 3.10 % (1.73 %) Other — 0.08 % (0.09 %) Effective income tax rate 23.93 % 20.16 % 24.48 % F-21 As of June 30, 2020, and 2019 , a summary of the significant components of the Company’s deferred tax assets and liabilities was as follows: 2020 2019 Deferred tax assets: Goodwill and other intangible asset basis difference $ 13,776 $ 2,306 Warranty reserves 4,616 3,848 Accrued selling 850 1,354 Unrecognized tax benefits 566 520 Stock compensation 402 704 Repurchase agreements 261 427 State net operating loss 14 144 Foreign net operating loss 63 79 Credits 65 48 Other 570 — Valuation allowance (65 ) (81 ) Total deferred tax assets 21,118 9,349 Deferred tax liabilities: Depreciation (4,839 ) (3,037 ) Other (199 ) (72 ) Total deferred tax liabilities (5,038 ) (3,109 ) Net deferred tax assets $ 16,080 $ 6,240 On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) (the “CARES Act”). Among the changes to the U.S. federal income tax rules, the CARES Act included a revision to depreciation rules enacted as part of the Tax Cuts and Jobs Act of 2017. In addition to impacting the current fiscal year, the CARES Act results in the ability to retroactively apply these regulations to certain assets placed in service during the years ended June 30, 2018 and 2019. The Company has evaluated the impacts of the aforementioned provisions and incorporated the necessary changes to tax depreciation methods. We have not identified any material effect on results of operations, financial condition, or cash flows. The Tax Cuts and Jobs Act (“Tax Reform Act”), which became effective December 22, 2017, overhauled U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21% (blended rate in year one for fiscal year filers), implementing a territorial tax system, imposing a one time “deemed repatriation” tax on all untaxed offshore earnings, and adding/modifying/deleting several major tax deductions significant to the Company. As of June 30, 2020, the Company has state net operating loss (NOL) carryforwards of $0.3 million that expire in varying years ranging from June 30, 2024 to June 30, 2029, and foreign NOL carryforwards of $0.3 million that can be carried forward indefinitely. However, the Company determined that it is more likely than not that the benefit from certain state and foreign NOL carryforwards will not be realized. In recognition of this risk, the Company has provided a partial valuation allowance on the deferred tax assets relating to these state and foreign NOL carryforwards. Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding accrued amounts for interest and penalties, is as follows: 2020 2019 Balance at July 1 $ 2,504 $ 1,711 Additions based on tax positions related to the current year 110 889 Additions for tax positions of prior years 713 473 Reductions for tax positions of prior years (164 ) (25 ) Settlements of tax positions from prior years (170 ) (544 ) Balance at June 30 $ 2,993 $ 2,504 F-22 Of this total, $ 2.1 million and $ 1.9 million as of June 30, 2020 and 2019 , respectively , 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 e nded June 30, 2020 , and 2019 was a n expense of $ 0.3 million and $ 0.1 million , respectively. The amounts accrued for interest and penalties at June 30, 2020 and 2019 were $ 0.7 million and $ 0.4 million respectively and is presented in unrecognized tax positi ons on the accompanying consolidated balance sheets. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of June 30, 2020, the Company has not made a provision for U.S. or additional foreign withholding taxes on investments in foreign subsidiaries that are indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. The Company and its subsidiaries are subject to U.S. federal income tax, as well as various other state income taxes and foreign income taxes. The Company is no longer subject to examination by taxing authorities for years before June 30, 2017. The Company expects the total amount of unrecognized benefits to increase by approximately $0.2 million in the next twelve months. The Company records unrecognized tax benefits as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. 10. 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, 2020, there were 1,485,683 shares available for issuance under the 2015 Plan. The following table presents the components of share-based compensation expense by award type for the years ended June 30, 2020, 2019 and 2018. 2020 2019 2018 Restricted stock awards $ 1,285 $ 913 $ 616 Performance stock units (233 ) 563 355 Stock options 9 201 215 Share-based compensation expense $ 1,061 $ 1,677 $ 1,186 Adjustment to Share-Based Compensation In conjunction with the resignation of an executive officer in October 2019, approximately $0.5 million of share-based compensation expense recognized in prior periods was reversed during fiscal 2020 for RSAs and PSUs that were forfeited. Additionally, based upon current economic trends, the probability of attaining the performance criteria of the PSUs has been lowered. 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. The amount of compensation expense is adjusted on a cumulative basis; therefore, this adjustment lowered the amount of share-based compensation expense recognized during the year ended June 30, 2020. The following table presents the income tax benefit related to share-based compensation expense recognized by award type. 2020 2019 2018 Restricted stock awards $ 290 $ 217 $ 190 Performance stock units (53 ) 134 110 Stock options 2 48 66 Share-based compensation expense $ 239 $ 399 $ 366 Restricted Stock Awards Beginning in the year ended June 30, 2018, 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 F-23 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 no n-vested RSAs ratably over the requisite service period. The total grant date fair value of RSAs vested during the years ended June 30, 2020, 2019, and 2018 was $1.0 million , $0.7 million and $0.4 million, respectively. A summary of RSA activity for the years ended June 30, 2020, 2019 and 2018, is as follows: Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Total Non-vested Restricted Stock Awards at June 30, 2017 26,417 $ 12.22 Granted 47,651 19.88 Vested (25,870 ) 16.79 Forfeited (4,888 ) 15.89 Total Non-vested Restricted Stock Awards at June 30, 2018 43,310 17.28 Granted 51,995 26.79 Vested (33,093 ) 21.54 Forfeited (8,408 ) 23.08 Total Non-vested Restricted Stock Awards at June 30, 2019 53,804 22.94 Granted 138,457 17.41 Vested (50,570 ) 20.09 Forfeited (34,797 ) 20.24 Total Non-vested Restricted Stock Awards at June 30, 2020 106,894 18.01 As of June 30, 2020, there was $1.2 million of total unrecognized compensation expense related to non-vested RSAs. The Company expects this expense to be recognized over a weighted average period of 1.71 years. Performance Stock Units During the years ended June 30, 2020, 2019, and 2018, the Company granted performance shares to certain employees. The awards will be earned based on the Company’s achievement of certain performance criteria over a three-year performance period. The performance period for the awards commence on July 1 of the fiscal year in which they were granted and continue for a three-year period, ending on June 30 of the applicable year. The probability of achieving the performance criteria is assessed quarterly. Following the determination of the Company’s achievement with respect to the performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a total shareholder return (“TSR”) modifier. The grant date fair value is determined based on both the assessment of the probability of the Company’s achieving the performance criteria and an estimate of the expected TSR modifier. The TSR modifier estimate is determined by using a Monte Carlo Simulation model, which considers the likelihood of all possible outcomes of long-term market performance. 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. The fair value of PSUs vested during the year ended June 30, 2020 and 2019 was $0.2 million and $0.4 million. No PSUs vested during the years ended June 30, 2018. F-24 A summary of PSU activity for the years ending June 30, 2020 , 2019 and 2018 , is as follows: Number of Performance Stock Units Weighted Average Grant Date Fair Value Total Non-vested Performance Stock Units at June 30, 2017 40,612 $ 11.85 Granted 26,416 19.62 Forfeited (7,700 ) 14.42 Total Non-vested Performance Stock Units at June 30, 2018 59,328 14.98 Granted 35,122 25.70 Vested (32,373 ) 11.85 Forfeited (11,456 ) 19.73 Total Non-vested Performance Stock Units at June 30, 2019 50,621 23.34 Granted 72,048 18.18 Vested (8,383 ) 19.40 Forfeited (46,882 ) 20.82 Total Non-vested Performance Stock Units at June 30, 2020 67,404 20.02 As of June 30, 2020, there was $0.2 million of total unrecognized compensation expense related to non-vested PSUs. The Company expects this expense to be recognized over a weighted average period of 2.0 years. Nonqualified Stock Options In July 2015, the Company granted 137,786 NSOs to certain employees. As of July 2019, all outstanding options were fully vested and exercisable. The fair value of NSOs vested during each of the years ended June 30, 2020, 2019, and 2018 was $0.2 million. A summary of NSO activity for the years ending June 30, 2020, 2019, and 2018 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (Yrs.) Value Outstanding at June 30, 2017 116,328 $ 10.70 8.1 $ 1,030 Granted - Exercised (10,905 ) 10.70 Forfeited or expired (12,298 ) 10.70 Outstanding at June 30, 2018 93,125 10.70 7.1 1,700 Granted - Exercised (10,563 ) 10.70 Forfeited or expired (1,703 ) 10.70 Outstanding at June 30, 2019 80,859 10.70 6.1 719 Granted - Exercised (48,467 ) 10.70 Forfeited or expired - - Outstanding at June 30, 2020 32,392 10.70 5.1 270 Fully vested and exercisable at June 30, 2020 32,392 10.70 5.1 270 F-25 1 1 . COMMITMENTS AND CONTINGENCIES Operating Leases The Company has lease agreements for certain personal and real property. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. Our lease agreements do not include any significant renewal options. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of ASC 842 on July 1, 2019, the Company’s most significant lease was for the Crest manufacturing facility, which was classified as an operating lease. This lease included a purchase option for the Company to acquire the premises. During the three months ended September 29, 2019, the decision was made to exercise the purchase option which resulted in $2.8 million of operating lease assets and liabilities being reclassified to finance lease assets and liabilities on the September 29, 2019 condensed consolidated balance sheet. In addition, the decision to exercise the purchase option resulted in the remeasurement of the related lease balances which added $1.3 million of additional finance lease assets and finance lease liabilities to the September 29, 2019 condensed consolidated balance sheet. In accordance with the purchase option, on October 24, 2019 the Company completed the purchase of the Crest manufacturing facility for $4.1 million. Upon completion of this purchase, the Company recognized approximately $4.1 million in Property, plant and equipment, net and derecognized approximately $4.1 million of both Finance lease assets and Accrued expenses and other current liabilities. The purchase price of the Crest Facility was determined by appraisal and negotiation between the Company and the seller, whose minority ownership included a member of the Crest management team. The Company funded the purchase by utilizing cash from operations. Total lease cost, including immaterial amounts of variable and short-term lease cost, for the year ended June 30, 2020 was $0.5 million and was primarily recognized in Cost of sales. As of June 30, 2020, the total weighted-average discount rate and remaining lease term for the Company's operating leases were 4.73% and 2.26 years, respectively. For the year ended June 30, 2020, total operating cash flows related to operating leases were $0.5 million. As of June 30, 2020, future payments due under the Company’s operating leases total $0.5 million and are immaterial in each of the next five years. Prior to the adoption of ASC 842, future minimum rental payments under all non-cancelable operating leases with remaining lease terms in excess of one year at June 30, 2019, were as follows: 2020 $ 703 2021 690 2022 628 2023 402 2024 402 Thereafter 1,806 Total $ 4,631 Repurchase Obligations Under certain conditions, the Company is obligated to repurchase new inventory repossessed from dealerships by financial institutions that provide credit to the Company’s dealers. See Note 1 for more information regarding the terms and accounting policies related to this obligation. The maximum obligation of the Company under such floor plan agreements totaled approximately $131.4 million as of June 30, 2020. We incurred no material impact from repurchase events during the years ended June 30, 2020, 2019, and 2018. The Company recorded a repurchase liability of $1.1 million and $1.9 million as of June 30, 2020 and 2019, respectively. Purchase Commitments The Company is engaged in an exclusive contract with a single vendor to provide engines for its MasterCraft performance sport boats. This contract makes this vendor the only supplier to MasterCraft for in-board engines and expires June 30, 2023. The Company is obligated to purchase a minimum number of engines for each model year under this contract. The Company could also be required to pay a penalty to this vendor in order to maintain exclusivity if annual purchases under the agreement fail to meet a certain volume threshold. Legal Proceedings F-26 The Company is involved in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial con dition , results of operations or cash flows . 12. EARNINGS PER SHARE The factors used in the earnings per share computation are as follows: 2020 2019 2018 Net income (loss) $ (24,047 ) $ 21,354 $ 39,653 Weighted average shares — basic 18,734,482 18,653,892 18,619,793 Dilutive effect of assumed exercises of stock options — 45,799 38,835 Dilutive effect of assumed restricted share awards/units — 68,516 55,904 Weighted average outstanding shares — diluted 18,734,482 18,768,207 18,714,531 Basic net income (loss) per share $ (1.28 ) $ 1.14 $ 2.13 Diluted net income (loss) per share $ (1.28 ) $ 1.14 $ 2.12 For the year ended June 30, 2020, the dilutive effect of approximately 45,000 outstanding RSAs, PSUs and NSOs have been excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive because of the net loss for the year ended June 30, 2020. For the years ended June 30, 2019 and 2018, an immaterial number of shares were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive. 13. SEGMENT INFORMATION The Company designs, manufactures, and markets recreational performance sport boats, luxury day boats, and outboard boats under three operating and reportable segments: MasterCraft, NauticStar, and Crest. The Company’s segments are defined by the Company’s operational and reporting structures. • The MasterCraft segment produces boats under two product brands, MasterCraft and Aviara, at its Vonore, Tennessee facility. MasterCraft boats are premium recreational performance sport boats primarily used for water skiing, wakeboarding, wake surfing, and general recreational boating. Aviara boats are luxury day boats primarily used for general recreational boating. Production of Aviara boats began during the year ended June 30, 2019 and the Company began selling these boats in July 2019. • The NauticStar segment produces boats at its Amory, Mississippi facility. NauticStar’s boats are primarily used for saltwater fishing and general recreational boating. • The Crest segment produces pontoon boats at its Owosso, Michigan facility. Crest’s boats are primarily used for general recreational boating. Each segment distributes its products through its own dealer network. The Company’s chief operating decision maker (“CODM”) regularly reviews the operating performance of each segment including measures of performance based on operating income. Each segment has its own management structure which is responsible for the operations of the segment and which is directly accountable to the CODM. The Company files a consolidated income tax return and does not allocate income taxes and other corporate-level expenses, including interest, to operating segments. All material corporate costs are allocated to the MasterCraft segment. Selected financial information for the Company’s reportable segments was as follows: For the Year Ended June 30, 2020 MasterCraft NauticStar Crest (a) Consolidated Net sales $ 246,455 $ 54,930 $ 61,688 $ 363,073 Operating income (loss) 33,229 (17,681 ) (42,115 ) (26,567 ) Depreciation and amortization 4,679 3,454 2,394 10,527 Goodwill and other intangible asset impairment — 13,199 43,238 56,437 Purchases of property, plant and equipment 6,193 2,804 5,244 14,241 F-27 For the Year Ended June 30, 2019 MasterCraft NauticStar Crest (a) Consolidated Net sales $ 311,830 $ 77,995 $ 76,556 $ 466,381 Operating income (loss) 53,989 (27,785 ) 7,055 33,259 Depreciation and amortization 3,481 2,684 1,622 7,787 Goodwill and other intangible asset impairment — 31,000 — 31,000 Purchases of property, plant and equipment 11,730 2,069 265 14,064 For the Year Ended June 30, 2018 MasterCraft NauticStar (b) Crest Consolidated Net sales $ 266,319 $ 66,406 $ — $ 332,725 Operating income (loss) 49,363 6,620 — 55,983 Depreciation and amortization 3,283 1,803 — 5,086 Purchases of property, plant and equipment 4,234 1,071 — 5,305 (a) Crest was acquired on October 1, 2018. (b) NauticStar was acquired on October 2, 2017. The following table presents total assets for the Company’s reportable segments as of June 30, 2020, and 2019. 2020 2019 Assets: MasterCraft $ 294,139 $ 273,046 NauticStar 36,720 52,761 Crest 40,077 85,979 Eliminations (163,013 ) (163,013 ) Total assets $ 207,923 $ 248,773 14. 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 financial information for the years ended June 30, 2020 and 2019. Due to effects of rounding, the quarterly results presented may not sum to the fiscal year results presented. Fiscal Quarter Ended Fiscal Year Ended June 30, March 29, December 29, September 29, June 30, 2020 2020 2019 2019 2020 Net sales $ 51,094 $ 102,562 $ 99,628 $ 109,789 $ 363,073 Gross profit 7,407 21,274 21,142 25,533 75,356 Goodwill and other intangible asset impairment (a) — 56,437 — — 56,437 Operating income (loss) (2,422 ) (47,177 ) 10,335 12,697 (26,567 ) Net income (loss) $ (2,836 ) $ (36,713 ) $ 6,879 $ 8,623 $ (24,047 ) Basic earnings (loss) per common share $ (0.15 ) $ (1.96 ) $ 0.37 $ 0.46 $ (1.28 ) Diluted earnings (loss) per common share $ (0.15 ) $ (1.96 ) $ 0.37 $ 0.46 $ (1.28 ) Weighted average shares used for computation of: Basic earnings per common share 18,743,915 18,739,480 18,730,688 18,723,845 18,734,482 Diluted earnings per common share 18,743,915 18,739,480 18,770,783 18,770,756 18,734,482 F-28 Fiscal Quarter Ended Fiscal Year Ended June 30, March 31, December 30, September 30, June 30, 2019 2019 2018 (b) 2018 2019 Net sales $ 122,809 $ 128,390 $ 121,541 $ 93,641 $ 466,381 Gross profit 31,493 31,357 27,074 23,203 113,127 Goodwill and other intangible asset impairment (a) 31,000 — — — 31,000 Operating income (loss) (11,538 ) 18,464 14,722 11,611 33,259 Net income (loss) $ (10,062 ) $ 12,763 $ 10,188 $ 8,465 $ 21,354 Basic earnings (loss) per common share $ (0.54 ) $ 0.68 $ 0.55 $ 0.45 $ 1.14 Diluted earnings (loss) per common share $ (0.54 ) $ 0.68 $ 0.54 $ 0.45 $ 1.14 Weighted average shares used for computation of: Basic earnings per common share 18,658,701 18,657,719 18,653,111 18,646,039 18,653,892 Diluted earnings per common share 18,658,701 18,756,605 18,772,322 18,768,764 18,768,207 (a) Goodwill and other intangible asset impairment charges are discussed in Note 6 . (b) Crest was acquired on October 1, 2018. F-29