1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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.
+Added: We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-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.
−Removed: 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.
+Added: Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2021.
Management’s Report on Internal Control over Financial Reporting
−Removed: 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.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-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.
4 unchanged sentences
Based on such assessment our management has concluded that, as of June 30, 2021, our internal control over financial reporting is effective based on those criteria.
−Removed: This annual report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting.
−Removed: 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.
+Added: The effectiveness of our internal control over financial reporting as of June 30, 2021, has been audited by our independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report which is included in Item 15 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
−Removed: 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.
+Added: There have been no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-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.
OTHER INFORMATION
12 unchanged sentences
Financial Statements
−Removed: Reports of Independent Registered Public Accounting Firm s
+Added: Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
6 unchanged sentences
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:
−Removed: Membership Interest Purchase Agreement, dated October 2, 2017 among MCBC Holdings, Inc., Nautic Star, LLC and each of the other parties thereto
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
14 unchanged sentences
Non-Employee Director Compensation Policy
−Removed: Employment Agreement between MasterCraft Boat Company, LLC and Terry McNew, effective as of July 1, 2018
Employment Agreement between MasterCraft Boat Company, LLC and Timothy M.
7 unchanged sentences
3 to the Fourth Amended and Restated Credit and Guaranty Agreement
−Removed: Letter Agreement, dated October 30, 2019
Offer Letter, dated December 2, 2019
1 unchanged sentence
Form of PSU Award Agreement
+Added: Agreement for Purchase and Sale of Merritt Island Facility
+Added: Amendment No.
+Added: 4 and Joinder to Fourth Amended and Restated Credit and Guaranty Agreement
+Added: Credit Agreement, dated as of June 28, 2021, among MasterCraft Boat Holdings, Inc., the Lenders Party Thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger and FIFTH THIRD BANK and BMO HARRIS BANK, N.A., as Co-Syndication Agents
List of subsidiaries of MasterCraft Boat Holdings, Inc.
5 unchanged sentences
Section 1350 Certification of Chief Financial Officer
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: InlineXBRL Taxonomy Extension Presentation Linkbase Document
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Indicates management contract or compensatory plan.
24 unchanged sentences
September 2, 2021
+Added: /s/ JENNIFER DEASON
+Added: Jennifer Deason
+Added: September 2, 2021
/s/ ROCH LAMBERT
4 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of MasterCraft Boat Holdings, Inc.
−Removed: 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").
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheets of MasterCraft Boat Holdings, Inc.
+Added: and subsidiaries (the "Company") as of June 30, 2021 and 2020, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended June 30, 2021, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 2, 2021 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
−Removed: 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.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: We are a public accounting firm registered with the 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.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: 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 financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: 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.
−Removed: Accordingly, we express no such opinion.
−Removed: 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.
+Added: Our audits 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.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Product Warranties — Refer to Notes 1 and 7 to the financial statements
+Added: Critical Audit Matter Description
+Added: The Company offers warranties on the sale of certain of its products for periods of between one and five years.
+Added: Estimated costs that may be incurred under these warranties are accrued at the time the product revenue is recognized.
+Added: These estimated costs are based upon the number of units sold, historical and anticipated rates of warranty claims, and the cost per claim.
+Added: We identified the accrued warranty liability for the MasterCraft brand as a critical audit matter because of the significant judgments made by management to estimate the anticipated rates of warranty claims and cost per claim related to product warranties at the time the product revenue is recognized.
+Added: This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of the rates and costs of future warranty claims.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the accrued warranty liability for the MasterCraft brand included the following, among others:
+Added: We evaluated the design and operating effectiveness of controls over management’s estimation of the accrued warranty liability, including those over historical product warranty claim data and projected future product warranty claims.
+Added: We evaluated the accuracy and completeness of the historical product warranty claims as an input to management’s accrued warranty liability calculation.
+Added: We evaluated management’s ability to accurately estimate the accrued warranty liability by comparing the accrued warranty liability in the prior year to the actual product warranty claims paid in the current year.
+Added: We assessed management’s methodology and tested the valuation of the accrued warranty liability by developing an independent expectation for the accrual based on the historical amounts recorded as a percentage of sales and compared our expectation to the amounts recorded by management.
+Added: We further evaluated the completeness of the accrued warranty liability through inquiries of operational and executive management regarding knowledge of known product warranty claims or product issues and evaluated whether they were appropriately considered in the determination of the accrued warranty liability.
/s/ Deloitte & Touche LLP
3 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+Added: To the stockholders and the Board of Directors of MasterCraft Boat Holdings, Inc.
+Added: Opinion on Internal Control over Financial Reporting
+Added: We have audited the internal control over financial reporting of MasterCraft Boat Holdings, Inc.
+Added: and subsidiaries (the “Company”) as of June 30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2021, of the Company and our report dated September 2, 2021, expressed an unqualified opinion on those financial statements.
+Added: Basis for Opinion
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Definition and Limitations of Internal Control over Financial Reporting
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, 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.
+Added: /s/ Deloitte & Touche LLP
+Added: Nashville, Tennessee
+Added: September 2, 2021
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
2 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of MasterCraft Boat Holdings, Inc.
−Removed: 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”).
−Removed: 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.
+Added: We have audited the consolidated balance sheet of MasterCraft Boat Holdings, Inc.
+Added: and subsidiaries (the “Company”) as of June 30, 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: 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 the year 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.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s consolidated 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.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: 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 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.
−Removed: 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.
+Added: 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.
−Removed: 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.
+Added: Our audit 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.
−Removed: 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.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit 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.
+Added: We believe that our audit provides a reasonable basis for our opinion.
/s/ BDO USA, LLP
8 unchanged sentences
Cash and cash equivalents
−Removed: Accounts receivable, net of allowances of $247 and $281, respectively
+Added: Accounts receivable, net of allowance of $ 115 and $ 247 , respectively
Income tax receivable
43 unchanged sentences
Interest expense
+Added: Loss on extinguishment of debt
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
11 unchanged sentences
Balance at June 30, 2018
+Added: Adoption of accounting standard
Share-based compensation activity
Balance at June 30, 2019
−Removed: Adoption of accounting standards
Share-based compensation activity
+Added: Net income (loss)
Balance at June 30, 2020
Share-based compensation activity (Note 10)
−Removed: Net income (loss)
Balance at June 30, 2021
14 unchanged sentences
Goodwill and other intangible asset impairment
+Added: Loss on extinguishment of debt
Changes in certain operating assets and liabilities
15 unchanged sentences
Principal payments on revolving credit facility
−Removed: Proceeds from insurance premium financing
−Removed: Principal payments on insurance premium financing
−Removed: Net cash provided (used) by financing activities
+Added: Net cash (used in) provided by financing activities
NET CHANGE IN CASH AND CASH EQUIVALENTS
16 unchanged sentences
MasterCraft Parts, Ltd.;
−Removed: and MasterCraft International Sales Administration, Inc.
−Removed: (collectively “MasterCraft”);
−Removed: Nautic Star, LLC and NS Transport, LLC (collectively “NauticStar”);
−Removed: and Crest Marine, LLC (“Crest”).
+Added: MasterCraft International Sales Administration, Inc.;
+Added: Aviara Boats, LLC;
+Added: Nautic Star, LLC;
+Added: NS Transport, LLC;
+Added: and Crest Marine, LLC.
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.”
−Removed: 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.
−Removed: The Company views its operations in three operating segments based on its operations and management structures:
−Removed: MasterCraft, NauticStar, and Crest (see Note 13).
−Removed: Basis of Presentation – The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
+Added: Basis of Presentation and Principles of Consolidation — The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries from the dates of their acquisitions.
−Removed: 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.
−Removed: 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.
−Removed: 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).
+Added: Holdings has no independent operations and no material assets, other than its wholly owned equity interests in its subsidiaries, as of June 30, 2021 and 2020, and no material liabilities.
+Added: As of June 30, 2021 and 2020, Holdings had no material contingencies, long-term obligations, or guarantees other than a guarantee of its subsidiaries’ long-term debt (see Note 8).
Use of Estimates — The preparation of the Company’s consolidated financial statements in conformity with U.S.
1 unchanged sentence
The Company bases these estimates on historical results and various other assumptions believed to be reasonable.
−Removed: 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.
+Added: The Company’s most significant financial statement estimates include impairment of goodwill and indefinite-lived intangible assets, warranty liability, unrecognized tax positions, inventory repurchase contingent obligations, and impairment of long-lived assets and intangible assets subject to amortization.
Actual results could differ from those estimates.
2 unchanged sentences
The Company recognizes revenue when obligations under the terms of a contract are satisfied and control over promised goods is transferred to a customer.
−Removed: For the majority of sales, this occurs when the product is released to the carrier responsible for transporting it to a customer.
+Added: For substantially all 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.
9 unchanged sentences
Rebates that apply to boats already in dealer inventory are referred to as retail rebates.
−Removed: 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
−Removed: behavior, and assumptions concerning market conditions.
−Removed: 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.
+Added: 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 behavior, and assumptions concerning market conditions.
+Added: The Company also utilizes various 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 .
−Removed: 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.
+Added: The Company has elected to account for shipping and handling costs associated with
+Added: 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
−Removed: A contract liability is created when customers prepay for goods prior to the Company transferring those goods to the customer.
+Added: A contract liability is created when customers prepay for goods prior to the Company transferring control of those goods to the customer.
The contract liability is reduced once control of the goods is transferred to the customer.
13 unchanged sentences
The Company normally does not charge interest on its accounts receivable .
−Removed: 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.
−Removed: The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to bad debt recovery.
+Added: The Company carries its accounts receivable at face value, net of an allowance for doubtful accounts, which the company records on a regular basis based upon known bad debt risks and past loss history, customer payment practices and economic conditions.
+Added: Actual collection experience may differ from the current estimate of net receivables.
+Added: A change to the allowance for doubtful accounts may be required if a future event or other change in circumstances results in a change in the estimate of the ultimate collectability of a specific account.
Amounts recorded as bad debt expense, write-offs, and recoveries were not material for the years ended June 30, 2021, 2020, and 2019.
10 unchanged sentences
During the years ended June 30, 2021, 2020, and 2019 the Company purchased all engines for its MasterCraft performance sport boats under a supply agreement with a single vendor.
−Removed: 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.
+Added: Total purchases from this vendor were $ 40.6 million, $ 27.6 million, and $ 39.3 million for the years ended June 30, 2021, 2020, and 2019, respectively.
During the years ended June 30, 2021, 2020, and 2019, the Company purchased a majority of engines for its NauticStar boats under a supply agreement with one vendor.
−Removed: Total purchases from this vendor were $15.2 million , $23.7 million, and $19.7 m illion for the years ended June 30, 2020 .
+Added: Total purchases from this vendor were $ 14.8 million, $ 15.2 million, and $ 23.7 million for the years ended June 30, 2021.
2020, and 2019, respectively.
−Removed: 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.
−Removed: Total purchases from this vendor were $15.5 million and $20.4 million for the years ended June 30, 2020 and 2019, respectively .
+Added: During the years ended June 30, 2021, 2020, and 2019, the Company purchased a majority of the
+Added: engines for its Crest boats under a supply agreement with a single vendor.
+Added: Total purchases from this vendor were $ 23.6 million , $ 15.5 million , and $ 20.4 million for the years ended June 30, 202 1, 20 20 , 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.
11 unchanged sentences
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.
−Removed: All of the Company’s goodwill and other intangible assets relate to our MasterCraft, NauticStar, or Crest reporting units (see Note 13).
+Added: The Company has three reporting units, MasterCraft, NauticStar, and Crest, which each relate to an operating segment as described in Note 13.
+Added: All of the Company’s goodwill assets relate to the MasterCraft reporting unit and all of the Company’s other intangible assets relate to each of the three reporting units.
Goodwill results from the excess of purchase price over the net identifiable assets of businesses acquired.
−Removed: 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.
+Added: The Company reviews goodwill for impairment annually, at its fiscal year-end annual impairment testing date, 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.
9 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: As a result, the Company recognized associated i mpairment charges during each of those fiscal years (see Note 6) .
+Added: The key judgements in these calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and operating margins, as well as the perceived risk associated with those forecasts in determining the Discount Rate, along with selecting representative market multiples.
The Company recognized no impairments related to goodwill for the year ended June 30, 2021.
+Added: 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.
+Added: As a result, the Company recognized associated impairment charges during each of those fiscal years (see Note 6).
Other Intangible Assets
6 unchanged sentences
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.
−Removed: The key uncertainties in these fair value calculations, as applicable, are:
+Added: The key judgements 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.
2 unchanged sentences
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.
−Removed: The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount.
+Added: As part of the annual test, the Company may perform a qualitative, rather than quantitative, assessment to determine whether each trade name intangible asset is “more likely than not” impaired.
+Added: In performing this qualitative analysis, the Company considers various factors, including macroeconomic events, industry and market events and cost related events.
+Added: If the “more likely than not” criteria is not met, 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.
−Removed: 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.
−Removed: 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, 2021.
+Added: 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 reporting units were impaired.
+Added: As a result, the Company recognized associated impairment charges during each of those fiscal years (see Note 6).
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.
2 unchanged sentences
The Company incurred no such impairments during the years ended June 30, 2021, 2020, and 2019.
+Added: Product Warranties — The Company offers warranties on the sale of certain products for periods of between one and five years .
+Added: These warranties require us or our dealers to repair or replace defective products during the warranty period at no cost to the consumer.
+Added: 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.
+Added: Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim.
+Added: 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.
+Added: We also adjust our liability for specific warranty matters when they become known, and the exposure can be estimated.
+Added: Future warranty claims may differ from our estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods.
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.
10 unchanged sentences
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.
−Removed: This assessment relies on
−Removed: estimates and assumptions and may involve a ser ies of judgments about future events.
+Added: This assessment relies on estimates and assumptions and may involve a series 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;
−Removed: such changes to tax liabilities will have an impact on tax expense in the period t hat such a determination is made.
−Removed: 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 .
−Removed: Product Warranties — The Company offers warranties on the sale of certain products for periods of between one and five years.
−Removed: These warranties require us or our dealers to repair or replace defective products during the warranty period at no cost to the consumer.
−Removed: 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.
−Removed: Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim.
−Removed: 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.
+Added: such changes to tax liabilities will have an impact on tax expense in the period that such a determination is made.
Research and Development — Research and development expenditures are expensed as incurred.
1 unchanged sentence
Self-Insurance — The Company is self-insured for certain losses relating to product liability claims and employee medical claims.
−Removed: The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels under these plans.
+Added: The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels for these matters.
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.
1 unchanged sentence
For the years ended June 30, 2021, 2020, and 2019 the Company incurred deferred financing costs of $ 0.6 million, $ 0.3 million, and $ 0.7 million, respectively.
−Removed: 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.
+Added: For the years ended June 30, 2021, 2020, and 2019, the Company recorded related amortization expense of $ 0.6 million for each year.
+Added: Additionally, for the year ended June 30, 2021, the Company recognized a loss on early extinguishment of debt of $ 0.7 million related to the debt refinancing in fiscal 2021 (Note 8).
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.
−Removed: Share-based compensation costs are included in Selling, general and administrative expense in the consolidated statements of Operations.
+Added: Share-based compensation costs are included in Selling and marketing and 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.
+Added: Leases — The Company leases various equipment under operating lease arrangements.
+Added: The Company determines if an arrangement is a lease at lease inception.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The operating lease ROU asset also includes any initial direct costs and lease payments made prior to lease commencement and excludes lease incentives incurred.
+Added: 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.
+Added: Operating lease expense is recognized on a straight-line basis over the lease term.
+Added: 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.
+Added: See Note 11 for information regarding the Company’s leases.
Advertising — Advertising costs are expensed when the advertising first takes place.
1 unchanged sentence
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.
−Removed: 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.
−Removed: There are three levels of inputs that m ay be used to measure fair values:
+Added: Fair value is the exchange price that would be received 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.
+Added: There are three levels of inputs that may 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.
10 unchanged sentences
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.
−Removed: Diluted earnings per common share include the effect of dilutive stock options and restricted share awards, unless inclusion would not be dilutive.
+Added: Diluted earnings per common share include the effect of dilutive stock options, restricted stock awards, and performance stock units 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 $ 1.7 million, $ 1.2 million, and $ 1.2 million for the years ended June 30, 2021, 2020, and 2019, respectively.
−Removed: 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).
−Removed: 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”).
−Removed: We are subject to risks and uncertainties as a result of the COVID-19 Pandemic.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: and other markets where the Company operates.
−Removed: 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.
−Removed: Policymakers around the world have responded with fiscal and monetary policy actions to support the economy.
−Removed: The magnitude and overall effectiveness of these actions remains uncertain.
−Removed: 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.
−Removed: As a result of this action, the Company temporarily laid off nearly all of its hourly workforce.
−Removed: We resumed operations at all our manufacturing facilities by mid-May 2020.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: 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.
−Removed: On July 1, 2019, the Company adopted ASC 842 and all related amendments.
−Removed: The Company elected the optional transition method provided by the FASB in ASU 2018-11, Leases (Topic 842):
−Removed: Targeted Improvements , and as a result, has not restated its consolidated financial statements for prior periods presented.
−Removed: 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.
−Removed: In addition, the Company elected not to record on the consolidated balance sheet any lease with a term of twelve months or less.
−Removed: ASC 842 did not have a material impact on the Company's consolidated statements of operations.
−Removed: 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:
−Removed: Balance as of
−Removed: Balance as of
−Removed: June 30, 2019
−Removed: Due to ASC 842
−Removed: Other long-term assets
−Removed: Current liabilities
−Removed: Accrued expenses and other current liabilities
−Removed: Long-term liabilities
−Removed: Other long-term liabilities
−Removed: The Company leases various equipment under operating lease arrangements.
−Removed: The Company determines if an arrangement is a lease at lease inception.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The operating lease ROU asset also includes any initial direct costs and lease payments made prior to lease commencement and excludes lease incentives incurred.
−Removed: 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.
−Removed: Operating lease expense is recognized on a straight-line basis over the lease term.
−Removed: 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.
−Removed: See Note 11 for information regarding the Company’s leases.
−Removed: Share-Based Compensation — In June 2018, the Financial Accounting Standards Board issued ASU 2018-07 , Compensation—Stock Compensation (Topic 718):
−Removed: Improvements to Nonemployee Share-Based Payment Accounting .
−Removed: 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.
−Removed: ASU 2018-07 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018.
−Removed: The Company adopted this guidance for its fiscal year beginning July 1, 2019.
−Removed: The adoption of this standard did not have a material impact on the consolidated financial statements.
−Removed: 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):
1 unchanged sentence
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.
−Removed: The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.
−Removed: The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.
−Removed: 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.
−Removed: The Company will adopt this guidance for its fiscal year beginning July 1, 2020.
−Removed: 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.
+Added: The Company adopted this guidance for its fiscal year beginning July 1, 2020 .
+Added: The adoption of this standard did not have a material impact on the consolidated financial statements.
+Added: Current Expected Credit Loss — In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which updated the ASC to use an impairment model that is based on expected losses rather than incurred losses.
+Added: The Company adopted this guidance for its fiscal year beginning July 1, 2020 .
+Added: The adoption of this standard did not have an impact on the consolidated financial statements.
+Added: New Accounting Pronouncements Issued But Not Yet Adopted
+Added: Income Taxes — In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes .
+Added: ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to general principles in Income Taxes (Topic 740).
+Added: It also clarifies and amends existing guidance to improve consistent application.
+Added: The guidance is effective for fiscal years beginning after December 15, 2020.
+Added: We are currently evaluating the impact of the new guidance on our consolidated financial statements.
+Added: Reference Rate Reform — In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
+Added: ASU 2020-04 provides optional expedients and exceptions for applying U.S.
+Added: GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.
+Added: An entity may apply ASU 2020-04 as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 through December 31, 2022.
+Added: The Company expects that the adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.
REVENUE RECOGNITION
−Removed: The following table presents the Company’s revenue by major product category for each reportable segment.
+Added: The following tables present the Company’s net sales by major product category for each reportable segment.
Year Ended June 30, 2021
+Added: Major Product Categories:
+Added: Boats and trailers
+Added: Other revenue
Year Ended June 30, 2020
2 unchanged sentences
Other revenue
+Added: Year Ended June 30, 2019
+Added: Major Product Categories:
+Added: Boats and trailers
+Added: Other revenue
(a) Crest was acquired on October 1, 2018
2 unchanged sentences
Contract Liabilities
−Removed: As of June 30, 2019, the Company had $0.8 million of contract liabilities associated with customer deposits.
+Added: As of June 30, 2021, the Company had $ 1.8 million of contract liabilities associated with customer deposits reported in Accrued expenses and other current liabilities on the consolidated balance sheet that are expected to be recognized as revenue during the year ended June 30, 2022.
+Added: As of June 30, 2020, total contract liabilities were $ 0.6 million.
During the year ended June 30, 2021, all of this amount was recognized as revenue.
−Removed: 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.
−Removed: See Note 1 for a description of the Company’s significant revenue recognition policies.
+Added: See Note 1 for a description of the Company’s significant revenue recognition policies and Note 13 for a description of the Company’s segments.
Fiscal 2019 Acquisition
11 unchanged sentences
(a) The goodwill and other intangible assets recorded for the Crest acquisition are deductible for tax purposes.
+Added: See Note 6 for additional information.
Estimated Useful
13 unchanged sentences
See Note 11 for additional information regarding the purchase.
−Removed: 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.
+Added: Crest purchases fiberglass component parts from a supplier whose minority owner had been the same member of the Crest management team that had 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.
2 unchanged sentences
Pro Forma Financial Information
−Removed: 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.
−Removed: 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.
+Added: The following unaudited pro forma consolidated results of operations for the fiscal year ended June 30, 2019 assumes that the acquisition of Crest occurred as of July 1, 2018.
+Added: 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 period.
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.
−Removed: 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:
−Removed: Fiscal Years Ended
+Added: The unaudited pro forma financial information is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2019, or the results that may occur in the future:
+Added: Fiscal Year Ended
Basic earnings per share
7 unchanged sentences
Total inventories
+Added: During 2021, the Company increased overall production levels, as well as increased safety stock as of June 30, 2021 to manage increased supply chain risks.
PROPERTY, PLANT, AND EQUIPMENT
10 unchanged sentences
Depreciation expense for the years ended June 30, 2021, 2020, and 2019 was $ 7.7 million, $ 6.6 million, and $ 4.3 million, respectively.
−Removed: Subsequent Event
−Removed: 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.
−Removed: boat manufacturing facility, (the “Property”) for $14.0 million (the “Purchase Agreement”).
−Removed: The Company plans to use the Property to expand its boat building capacity.
−Removed: The Purchase Agreement is subject to customary closing conditions and closing is expected to occur in October 2020.
−Removed: The Company expects to use liquidity sources existing as of June 30, 2020 to fund this purchase.
+Added: Merritt Island Facility
+Added: During October 2020, we completed the purchase of certain real property located in Merritt Island, Florida, including a boat manufacturing facility, for a purchase price of $ 14.2 million (the “Merritt Island Facility”).
+Added: We expanded our overall boat building capacity by moving all Aviara production to the Merritt Island Facility.
+Added: Additionally, removing Aviara production from our Vonore, Tennessee facility provided for an immediate increase in capacity and production for our MasterCraft brand.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and Other Intangible Asset Impairment
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy.
+Added: In March 2020, the World Health Organization announced that the outbreak of the novel coronavirus had become a worldwide pandemic.
+Added: The resulting 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.
+Added: 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.
+Added: The impairment charges recorded within each segment are detailed below and are included in Goodwill and other intangible asset impairment on the consolidated statement of operations.
+Added: 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.
+Added: During our fiscal 2019 annual assessment of intangible assets including goodwill, the Company recorded impairment charges of $ 31.0 million within the NauticStar segment.
+Added: 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.
+Added: As of June 30, 2021, our annual impairment test date, the Company performed a qualitative assessment and identified no events or circumstances that indicated that there existed a more likely than not probability of impairment of goodwill within our MasterCraft segment or other intangible assets within each of our segments.
Goodwill and other intangible asset impairment charges for the years ended June 30, 2020 and 2019 were as follows:
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.
−Removed: The carrying amounts of goodwill as of June 30, 2020 and 2019, attributable to each of the Company’s reportable segments, were as follows:
−Removed: Accumulated Impairment Losses
+Added: The carrying amounts of goodwill as of both June 30, 2021 and 2020, attributable to each of the Company’s reportable segments, were as follows:
Accumulated Impairment Losses
9 unchanged sentences
Total other intangible assets
−Removed: 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.
+Added: Amortization expense related to Other intangible assets, net for years ended June 30, 2021, 2020 and 2019 was $ 3.9 million, $ 3.9 million, and $ 3.5 million, respectively.
The following table presents estimated future amortization expense for the next five fiscal years and thereafter.
6 unchanged sentences
Compensation and related accruals
−Removed: Floor plan interest
−Removed: Inventory repurchase contingent obligation
+Added: Contract liabilities
Self-insurance
−Removed: Debt interest
+Added: Inventory repurchase contingent obligation
Total accrued expenses and other current liabilities
−Removed: A ccrued warranty liability activity was as follows :
+Added: Accrued warranty liability activity was as follows:
For the Years Ended June 30,
Balance at the beginning of the period
−Removed: Additions for Crest acquisition
Payments made
1 unchanged sentence
Balance at the end of the period
−Removed: Insurance Premium Financing
−Removed: 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.
−Removed: Beginning on April 1, 2020, the financing agreement is payable in eleven monthly installments of principal and interest of approximately $0.1 million.
−Removed: The agreement bears interest at 3.6%.
−Removed: 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.
LONG-TERM DEBT
7 unchanged sentences
Previously Existing Credit Facility
−Removed: 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”).
−Removed: The Third Amended Credit Agreement replaced and paid off the Company’s Prior Credit Agreement, dated May 27, 2016.
−Removed: 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.
−Removed: A portion of the proceeds from the Third Amended Credit Agreement were used for the Company’s acquisition of NauticStar.
−Removed: 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.
−Removed: Current Credit Facility
−Removed: 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.
−Removed: 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”).
−Removed: Proceeds from the $80.0 million term loan were used to fund the Crest acquisition.
−Removed: The Fourth Amended Credit Agreement is secured by substantially all the assets of the Company.
−Removed: 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.
−Removed: The Term Loans will mature and all remaining amounts outstanding thereunder will be due and payable on October 1, 2023.
−Removed: Amendment to Fourth Amended Credit Agreement
+Added: 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”).
+Added: The Fourth Amended Credit Agreement provided the Company with a $ 190.0 million senior secured credit facility, consisting of a $ 75.0 million term loan, an $ 80.0 million term loan, and a $ 35.0 million revolving credit facility.
+Added: Proceeds from the $ 80.0 million term loan were used to fund the Crest acquisition (see Note 3).
On May 7, 2020, the Company entered into Amendment No.
1 unchanged sentence
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.
−Removed: 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:
+Added: Under the Amendment, the total net leverage ratio covenant and fixed charge coverage ratio covenant of the Fourth Amended Credit Agreement were 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”).
−Removed: 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.
+Added: The Package of Financial Covenants were in place through the quarter ended March 31, 2021, at which time the total net leverage ratio covenant and fixed charge coverage ratio covenant were reinstated and the Package of Financial Covenants sunsetted, 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.
+Added: On October 26, 2020, the Company entered into Amendment No.
+Added: 4 and Joinder to the Fourth Amended Credit Agreement (the “Amendment No.
+Added: In conjunction with the new Merritt Island Facility purchase (see Note 5), the assets were organized in a new wholly-owned subsidiary of the Company.
+Added: The changes effected by Amendment No.
+Added: 4 added this new subsidiary as a borrower under the Fourth Amended Credit Agreement.
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 1.50 % to 3.25 %, in each case based on the Company’s total net leverage ratio.
+Added: Current Credit Facility
+Added: On June 28, 2021, the Company entered into a credit agreement with a syndicate of certain financial institutions (the “Credit Agreement”).
+Added: The Credit Agreement provides the Company with a $ 160.0 million senior secured credit facility, consisting of a $ 60.0 million term loan (the “Term Loan”) and a $ 100.0 million revolving credit facility (the “Revolving Credit Facility”).
+Added: The Credit Agreement refinanced and replaced the Fourth Amended Credit Agreement.
+Added: The Credit Agreement is secured by a first priority security interest in substantially all of the Company’s assets.
+Added: The Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt;
+Added: incur additional liens and contingent liabilities;
+Added: sell or dispose of assets;
+Added: merge with or acquire other companies;
+Added: liquidate or dissolve;
+Added: engage in businesses that are not in a related line of business;
+Added: make loans, advances or guarantees;
+Added: pay dividends or make other distributions;
+Added: engage in transactions with affiliates;
+Added: and make investments.
+Added: The Company is also required to maintain a minimum fixed charge coverage ratio and a maximum net leverage ratio.
+Added: The Credit Agreement bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.25 % to 1.00 % or at an adjusted LIBOR rate plus an applicable margin ranging from 1.25 % to 2.00 %, in each case based on the Company’s net leverage ratio.
+Added: The Company is also required to pay a commitment fee for any unused portion of the revolving credit facility ranging from 0.15 % to 0.30 % based on the Company’s net leverage ratio.
+Added: The Credit Agreement will mature and all remaining amounts outstanding thereunder will be due and payable on June 28, 2026.
+Added: As of June 30, 2021, the Company was in compliance with its financial covenants under the Credit Agreement.
+Added: As a result of entering into the Credit Agreement, the Company recognized a $ 0.7 million loss on early extinguishment of debt.
+Added: The remaining $ 0.5 million of unamortized deferred financing costs, plus additional capitalized amounts of $ 0.6 million are being amortized over the term of the Credit Agreement.
As of June 30, 2021 and 2020, the effective interest rate on borrowings outstanding was 1.38 % and 3.75 %, respectively.
Revolving Credit Facility
−Removed: 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.
−Removed: 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.
−Removed: All amounts outstanding under the Revolving Credit Facility mature in October 2023.
−Removed: As of June 30, 2020, the Company was in compliance with its financial covenants under the Amendment to the Fourth Amended Credit Agreement.
−Removed: Maturities for the Term Loans and Revolving Credit Facility subsequent to June 30, 2020 are as follows:
+Added: On March 19, 2020, the Company drew $ 35.0 million on its revolving credit facility under the Fourth Amended Credit Agreement 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.
+Added: As of June 30, 2020, the Company had $ 10.0 million of borrowings outstanding under its revolving credit facility.
+Added: The Company subsequently repaid all outstanding amounts during the three months ended October 4, 2020.
+Added: During October 2020, the Company borrowed $ 20.0 million under the revolving credit facility to fund the purchase of the Merritt Island Facility.
+Added: The Company subsequently repaid all outstanding amounts as of April 4, 2021.
+Added: In conjunction with the Credit Agreement entered into on June 28, 2021, the Company drew $ 33.7 million on its Revolving Credit Facility.
+Added: Drawn amounts were used to repay a same amount of outstanding borrowings under the term loans under the Fourth Amended Credit Agreement.
+Added: As of June 30, 2021, the Company had $ 33.7 million of borrowings outstanding on its Revolving Credit Facility and had remaining availability of $ 66.3 million.
+Added: Maturities for the Term Loan and Revolving Credit Facility subsequent to June 30, 2021 are as follows:
Earnings before income taxes by jurisdiction were all in the U.S.
4 unchanged sentences
Total current tax expense
−Removed: Deferred tax (benefit) expense:
−Removed: Total deferred tax (benefit) expense
−Removed: Income tax (benefit) expense
+Added: Deferred tax expense (benefit):
+Added: Total deferred tax expense (benefit)
+Added: Income tax expense (benefit)
The difference between the statutory and the effective federal tax rate for the periods below is attributable to the following:
1 unchanged sentence
State taxes (net of federal income tax benefit and valuation allowance)
−Removed: Revalue of deferred taxes for change in federal tax rate
Change in valuation allowance
11 unchanged sentences
State net operating loss
−Removed: Foreign net operating loss
−Removed: Valuation allowance
+Added: Accrued compensation
Total deferred tax assets
+Added: Valuation allowance
+Added: Total deferred tax assets, net of the valuation allowance
Deferred tax liabilities:
5 unchanged sentences
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.
−Removed: 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.
+Added: In addition to impacting the previous 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.
−Removed: The Tax Cuts and Jobs Act (“Tax Reform Act”), which became effective December 22, 2017, overhauled U.S.
−Removed: corporate income tax law by lowering the U.S.
−Removed: 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.
−Removed: 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.
+Added: As of June 30, 2021, the Company has state net operating loss (NOL) carryforwards of $ 10.5 million.
+Added: Of this amount, $ 3.4 million expire in varying years ranging from June 30, 2024 to June 30, 2036, while the remainder can be carried forward indefinitely.
+Added: The Company has foreign NOL carryforwards of $ 0.2 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.
9 unchanged sentences
Of this total, $ 2.7 million and $ 2.1 million as of June 30, 2021 and 2020, respectively, represent the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.
−Removed: 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.
−Removed: 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.
+Added: The total amount of interest and penalties recorded in the consolidated statements of operations for the years ended June 30, 2021, 2020, and, 2019 was a benefit of $ 0.2 million and an expense of $ 0.3 million and $ 0.1 million, respectively.
+Added: The amounts accrued for interest and penalties at June 30, 2021 and 2020 were $ 0.5 million and $ 0.7 million, respectively, and is presented in unrecognized tax positions 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.
6 unchanged sentences
federal income tax, as well as various other state income taxes and foreign income taxes.
−Removed: The Company is no longer subject to examination by taxing authorities for years before June 30, 2017.
+Added: The federal income tax returns for the years ended June 30, 2018 through 2020 are subject to examination by the Internal Revenue Service.
+Added: For state purposes, the statutes of limitation vary by jurisdiction.
+Added: With few exceptions, the Company is no longer subject to examination by taxing authorities for years before June 30, 2018.
The Company expects the total amount of unrecognized benefits to increase by approximately $ 1.8 million in the next twelve months.
10 unchanged sentences
Share-based compensation expense
+Added: The amount of compensation cost the Company recognizes over the requisite service period is based on the Company’s best estimate of the achievement of the performance conditions and can fluctuate over time.
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.
−Removed: Additionally, based upon current economic trends, the probability of attaining the performance criteria of the PSUs has been lowered.
−Removed: 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.
−Removed: The amount of compensation expense is adjusted on a cumulative basis;
−Removed: 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.
4 unchanged sentences
Restricted Stock Awards
−Removed: 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.
−Removed: Generally, non-vested RSAs are forfeited if employment
−Removed: is terminated prior to vesting.
+Added: 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 .
+Added: Generally, non-vested RSAs are forfeited if employment is terminated prior to vesting.
RSAs are granted at a per share fair value equal to the market value of the Company’s common stock on the grant date.
−Removed: The Company recognizes the cost of no n-vested RSAs ratably over the requisite service period.
+Added: The Company recognizes the cost of non-vested RSAs ratably over the requisite service period.
The total grant date fair value of RSAs vested during the years ended June 30, 2021, 2020, and 2019 was $ 1.6 million , $ 1.0 million and $ 0.7 million, respectively.
17 unchanged sentences
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.
−Removed: The fair value of PSUs vested during the year ended June 30, 2020 and 2019 was $0.2 million and $0.4 million.
−Removed: No PSUs vested during the years ended June 30, 2018.
+Added: The fair value of PSUs vested during the year ended June 30, 2021, 2020 and 2019 was $ 0.4 million, $ 0.2 million, and $ 0.4 million, respectively.
A summary of PSU activity for the years ending June 30, 2021, 2020 and 2019, is as follows:
26 unchanged sentences
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: 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.
+Added: Upon adoption of ASC 842, Lease Accounting, 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.
5 unchanged sentences
The Company funded the purchase by utilizing cash from operations.
−Removed: 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.
−Removed: 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.
−Removed: For the year ended June 30, 2020, total operating cash flows related to operating leases were $0.5 million.
−Removed: 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.
−Removed: 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:
+Added: The lease-related balances as of June 30, 2021 and 2020, and activity and costs during the periods presented, other than the activity related to the Crest manufacturing facility discussed above, are not material.
Repurchase Obligations
1 unchanged sentence
See Note 1 for more information regarding the terms and accounting policies related to this obligation.
−Removed: The maximum obligation of the Company under such floor plan agreements totaled approximately $131.4 million as of June 30, 2020.
+Added: The maximum obligation of the Company under such floor plan agreements totaled approximately $ 67.0 million and $ 131.4 million as of June 30, 2021 and June 30, 2020, respectively.
We incurred no material impact from repurchase events during the years ended June 30, 2021, 2020, and 2019.
5 unchanged sentences
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.
+Added: We incurred no penalties related to purchase commitments during the years ended June 30, 2021, 2020, and 2019.
Legal Proceedings
The Company is involved in certain claims and legal actions arising in the ordinary course of business.
−Removed: 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 .
+Added: 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 condition, results of operations or cash flows.
+Added: Stock Repurchase Plan
+Added: On June 24, 2021, the board of directors authorized a stock repurchase plan that allows for the repurchase of up to $ 50.0 million of our common stock during the three-year period ending June 24, 2024 .
+Added: The timing and amount of any stock repurchases will be determined by management at its discretion based on ongoing assessments of the capital needs of the business, the market price of our common stock and general market conditions.
+Added: Stock repurchases under the program may be made through a variety of methods, which may include open market purchases, accelerated share repurchases, tender offers, privately negotiated transactions or otherwise The repurchase plan may be reviewed, modified, suspended or terminated by our board of directors at any time as it deems necessary in its sole discretion.
+Added: We did not repurchase any common stock during fiscal 2021.
EARNINGS PER SHARE
7 unchanged sentences
Diluted net income (loss) per share
+Added: For the year ended June 30, 2021, an immaterial number of shares were excluded from the computation of diluted earning per share as the effect would have been anti-dilutive.
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.
−Removed: 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.
+Added: For the year ended June 30, 2019, an immaterial number of shares were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.
SEGMENT INFORMATION
−Removed: The Company designs, manufactures, and markets recreational performance sport boats, luxury day boats, and outboard boats under three operating and reportable segments:
−Removed: MasterCraft, NauticStar, and Crest.
−Removed: The Company’s segments are defined by the Company’s operational and reporting structures.
−Removed: The MasterCraft segment produces boats under two product brands, MasterCraft and Aviara, at its Vonore, Tennessee facility.
−Removed: MasterCraft boats are premium recreational performance sport boats primarily used for water skiing, wakeboarding, wake surfing, and general recreational boating.
+Added: Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance.
+Added: Through June 30, 2021, the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under three operating and reportable segments:
+Added: The MasterCraft segment produces boats under two product brands, MasterCraft and Aviara.
+Added: MasterCraft boats are produced at the Company’s Vonore, Tennessee facility.
+Added: These 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.
+Added: The Company has transitioned Aviara production from the Vonore facility to the Merritt Island, Florida facility as of the end of March 2021, allowing for increased production capacity for our MasterCraft branded products.
The NauticStar segment produces boats at its Amory, Mississippi facility.
2 unchanged sentences
Crest’s boats are primarily used for general recreational boating.
−Removed: Each segment distributes its products through its own dealer network.
−Removed: The Company’s chief operating decision maker (“CODM”) regularly reviews the operating performance of each segment including measures of performance based on operating income.
−Removed: Each segment has its own management structure which is responsible for the operations of the segment and which is directly accountable to the CODM.
+Added: Each segment distributes its products through its own independent dealer network.
+Added: Each segment also has its own management structure which is responsible for the operations of the segment and is directly accountable to the CODM for the operating performance of the segment, which is regularly assessed by the CODM who allocates resources based on that performance, including using measures of performance based operating income.
The Company files a consolidated income tax return and does not allocate income taxes and other corporate-level expenses, including interest, to operating segments.
4 unchanged sentences
Depreciation and amortization
−Removed: Goodwill and other intangible asset impairment
Purchases of property, plant and equipment
5 unchanged sentences
For the Year Ended June 30, 2019
−Removed: NauticStar (b)
Operating income (loss)
Depreciation and amortization
+Added: Goodwill and other intangible asset impairment
Purchases of property, plant and equipment
(a) Crest was acquired on October 1, 2018.
−Removed: (b) NauticStar was acquired on October 2, 2017.
The following table presents total assets for the Company’s reportable segments as of June 30, 2021, and 2020.
5 unchanged sentences
Fiscal Year Ended
−Removed: September 29,
−Removed: Goodwill and other intangible asset impairment (a)
−Removed: Operating income (loss)
−Removed: Net income (loss)
−Removed: Basic earnings (loss) per common share
−Removed: Diluted earnings (loss) per common share
+Added: Operating income
+Added: Basic earnings per common share
+Added: Diluted earnings per common share
Weighted average shares used for computation of:
13 unchanged sentences
(a) Goodwill and other intangible asset impairment charges are discussed in Note 6 .
−Removed: (b) Crest was acquired on October 1, 2018.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.