MasterCraft Boat Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) 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. 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. 33 Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013) . Based on such assessment our management has concluded that, as of June 30, 2021, our internal control over financial reporting is effective based on those criteria. 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 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. ITEM 9B. OTHER INFORMATION None. 34 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item 10 will be included in the Proxy Statement and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 will be included in the Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference. 35 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. a. Documents included in this report: 1. Financial Statements Reports of Independent Registered Public Accounting Firms F-1 Consolidated Balance Sheets F-5 Consolidated Statements of Operations F-6 Consolidated Statements of Stockholders' Equity F-7 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in our financial statements and related notes. 3. Exhibits The following documents are filed as a part of this annual report on Form 10-K or are incorporated by reference to previous filings, if so indicated: Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Membership Interest Purchase Agreement, dated September 10, 2018 among MCBC Holdings, Inc., all of the Members of Crest Marine, LLC and Patrick Fenton, as Representative for the Members of Crest Marine, LLC 8-K 001-37502 2.1 10/1/18 3.1 Amended and Restated Certificate of Incorporation of MCBC Holdings, Inc. 10-K 001-37502 3.1 9/18/15 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc. 10-Q 001-37502 3.2 11/9/18 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc. 8-K 001-37502 3.1 10/25/19 3.4 Fourth Amended and Restated By-laws of MasterCraft Boat Holdings, Inc. 8-K 001-37502 3.2 10/25/19 4.1 Common stock certificate of MasterCraft Boat Holdings, Inc. S-1/A 333-203815 4.1 7/15/15 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 * 10.1† MCBC Holdings, Inc. 2010 Equity Incentive Plan S-1/A 333-203815 10.2 6/25/15 10.2† MCBC Holdings, Inc. 2015 Incentive Award Plan S-1/A 333-203815 10.4 7/15/15 10.3† Form of Restricted Stock Award Agreement and Grant Notice under 2015 Incentive Award Plan (employee) S-1/A 333-203815 10.10 7/1/15 10.4† Form of Stock Option Agreement and Grant Notice under 2015 Incentive Award Plan (employee) S-1/A 333-203815 10.12 7/7/15 36 10.5† Form of Restricted Stock Award Grant Notice under 2015 Incentive Award Plan (director) S-1/A 333-203815 10.13 7/7/15 10.6† Senior Executive Incentive Bonus Plan 10-K 001-37502 10.8 9/18/15 10.7† Non-Employee Director Compensation Policy 10-K 001-37502 10.7 9/13/19 10.8† Employment Agreement between MasterCraft Boat Company, LLC and Timothy M. Oxley, effective as of July 1, 201 8 8-K 001-37502 10.2 7/2/18 10.9† Employment Agreement Between Crest Marine, LLC and Patrick May 10-K 001-37502 10.10 9/13/19 10.10† Form of Indemnification Agreement for directors and officers S-1/A 333-203815 10.9 7/7/15 10.11† Form of Performance Stock Unit Award Agreement under 2015 Incentive Award Plan 8-K 001-37502 10.1 8/26/16 10.12 Fourth Amended and Restated Credit and Guaranty Agreement, dated October 1, 2018, by and among MasterCraft Boat Holdings, Inc. as a guarantor, MasterCraft Boat Company, LLC, MasterCraft Services, LLC, MasterCraft International Sales Administration, Inc., Nautic Star, LLC, NS Transport, LLC, and Crest Marine LLC as borrowers, Fifth Third Bank as the agent and letter of credit issuer, and the lenders party thereto 8-K 001-37502 10.1 10/1/18 10.13 Amendment No. 3 to the Fourth Amended and Restated Credit and Guaranty Agreement 10-Q 001-37502 10.1 5/8/20 10.14† Offer Letter, dated December 2, 2019 8-K 001-37502 10.1 12/3/19 10.15† Offer Letter, dated July 16, 2020 8-K 001-37502 10.1 8/3/20 10.16† Form of PSU Award Agreement 8-K 001-37502 10.1 7/22/20 10.17 Agreement for Purchase and Sale of Merritt Island Facility 10-Q 001-37502 10.1 11/12/20 10.18 Amendment No. 4 and Joinder to Fourth Amended and Restated Credit and Guaranty Agreement 10-Q 001-37502 10.1 2/10/21 10.19 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 8-K 001-37502 10.1 6/28/2021 21.1 List of subsidiaries of MasterCraft Boat Holdings, Inc. * 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm * 23.2 Consent of BDO USA, LLP, independent registered public accounting firm * 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer * 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ** 37 32.2 Section 1350 Certification of Chief Financial Officer ** 101.INS Inline XBRL Instance Document * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE InlineXBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * † Indicates management contract or compensatory plan. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY. Not Applicable. 38 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: September 2, 2021 MASTERCRAFT BOAT HOLDINGS, INC. By: /s/ FREDERICK A. BRIGHTBILL Chief Executive Officer (Principal Executive Officer) and Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ FREDERICK A. BRIGHTBILL Chief Executive Officer (Principal Executive Officer) and Chairman of the Board Frederick A. Brightbill September 2, 2021 /s/ TIMOTHY M. OXLEY Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Secretary Timothy M. Oxley September 2, 2021 /s/ W. PATRICK BATTLE Director W. Patrick Battle September 2, 2021 /s/ JACLYN BAUMGARTEN Director Jaclyn Baumgarten September 2, 2021 /s/ DONALD C. CAMPION Director Donald C. Campion September 2, 2021 /s/ TJ CHUNG Director TJ Chung September 2, 2021 /s/ JENNIFER DEASON Director Jennifer Deason September 2, 2021 /s/ ROCH LAMBERT Director Roch Lambert September 2, 2021 /s/ PETER G. LEEMPUTTE Director Peter G. Leemputte September 2, 2021 39 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of MasterCraft Boat Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of MasterCraft Boat Holdings, Inc. 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"). 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. 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. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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. 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. 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. 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. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Product Warranties — Refer to Notes 1 and 7 to the financial statements Critical Audit Matter Description The Company offers warranties on the sale of certain of its products for periods of between one and five years. Estimated costs that may be incurred under these warranties are accrued at the time the product revenue is recognized. These estimated costs are based upon the number of units sold, historical and anticipated rates of warranty claims, and the cost per claim. We identified the accrued warranty liability 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. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of the rates and costs of future warranty claims. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the accrued warranty liability for the MasterCraft brand included the following, among others: • We evaluated the design and operating effectiveness of controls over management’s estimation of the accrued warranty liability, including those over historical product warranty claim data and projected future product warranty claims. F-1 • We evaluated the accuracy and completeness of the historical product warranty claims as an input to management’s accrued warranty liability calculation. • 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. • 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. • 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 Nashville, Tennessee September 2, 2021 We have served as the Company's auditor since 2019. F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of MasterCraft Boat Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of MasterCraft Boat Holdings, Inc. 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). 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. 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. Basis for Opinion 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. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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. 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 effective internal control over financial reporting was maintained in all material respects. 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. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting 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. 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; (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; 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ Deloitte & Touche LLP Nashville, Tennessee September 2, 2021 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders MasterCraft Boat Holdings, Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the consolidated balance sheet of MasterCraft Boat Holdings, Inc. and subsidiaries (the “Company”) as of June 30, 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2019, and the results of their operations and their cash flows for 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. 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. 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. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our 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. We believe that our audit provides a reasonable basis for our opinion. /s/ BDO USA, LLP Atlanta, Georgia September 13, 2019 F-4 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of June 30 (Dollar amounts in thousands, except per share data) 2021 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 39,252 $ 16,319 Accounts receivable, net of allowance of $ 115 and $ 247 , respectively 12,080 6,145 Income tax receivable 355 4,924 Inventories, net (Note 4) 53,481 25,636 Prepaid expenses and other current assets 5,059 3,719 Total current assets 110,227 56,743 Property, plant and equipment, net (Note 5) 60,495 40,481 Goodwill (Note 6) 29,593 29,593 Other intangible assets, net (Note 6) 59,899 63,849 Deferred income taxes (Note 9) 15,130 16,080 Deferred debt issuance costs, net 507 425 Other long-term assets 609 752 Total assets $ 276,460 $ 207,923 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 23,861 $ 10,510 Income tax payable 726 — Accrued expenses and other current liabilities (Note 7) 46,836 35,985 Current portion of long-term debt, net of unamortized debt issuance costs (Note 8) 2,866 8,932 Total current liabilities 74,289 55,427 Long term debt, net of unamortized debt issuance costs (Note 8) 90,277 99,666 Unrecognized tax positions (Note 9) 3,830 3,683 Other long-term liabilities 276 277 Total liabilities 168,672 159,053 COMMITMENTS AND CONTINGENCIES (Note 11) STOCKHOLDERS' EQUITY: Common stock, $ .01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 18,956,719 shares at June 30, 2021 and 18,871,637 shares at June 30, 2020 189 189 Additional paid-in capital 118,930 116,182 Accumulated deficit ( 11,331 ) ( 67,501 ) Total stockholders' equity 107,788 48,870 Total liabilities and stockholders' equity $ 276,460 $ 207,923 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-5 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended June 30 2021 2020 2019 (Dollar amounts in thousands, except per share data) NET SALES $ 525,808 $ 363,073 $ 466,381 COST OF SALES 395,837 287,717 353,254 GROSS PROFIT 129,971 75,356 113,127 OPERATING EXPENSES: Selling and marketing 13,021 15,981 17,670 General and administrative 37,049 25,557 27,706 Amortization of other intangible assets 3,948 3,948 3,492 Goodwill and other intangible asset impairment — 56,437 31,000 Total operating expenses 54,018 101,923 79,868 OPERATING INCOME (LOSS) 75,953 ( 26,567 ) 33,259 OTHER EXPENSE: Interest expense 3,392 5,045 6,513 Loss on extinguishment of debt 733 — — INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) 71,828 ( 31,612 ) 26,746 INCOME TAX EXPENSE (BENEFIT) 15,658 ( 7,565 ) 5,392 NET INCOME (LOSS) $ 56,170 $ ( 24,047 ) $ 21,354 EARNINGS (LOSS) PER SHARE: Basic $ 2.99 $ ( 1.28 ) $ 1.14 Diluted $ 2.96 $ ( 1.28 ) $ 1.14 WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF: Basic earnings (loss) per share 18,805,464 18,734,482 18,653,892 Diluted earnings (loss) per share 18,951,521 18,734,482 18,768,207 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-6 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Additional Common Stock Paid-in Accumulated (Dollar amounts in thousands, except share data) Shares Amount Capital Deficit Total Balance at June 30, 2018 18,682,338 $ 187 $ 114,052 $ ( 61,717 ) $ 52,522 Adoption of accounting standard — — — ( 3,091 ) ( 3,091 ) Share-based compensation activity 81,699 1 1,530 — 1,531 Net income — — — 21,354 21,354 Balance at June 30, 2019 18,764,037 188 115,582 ( 43,454 ) 72,316 Share-based compensation activity 107,600 1 600 — 601 Net income (loss) — — — ( 24,047 ) ( 24,047 ) Balance at June 30, 2020 18,871,637 189 116,182 ( 67,501 ) 48,870 Share-based compensation activity (Note 10) 85,082 — 2,748 — 2,748 Net income — — — 56,170 56,170 Balance at June 30, 2021 18,956,719 $ 189 $ 118,930 $ ( 11,331 ) $ 107,788 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-7 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended June 30 (Dollar amounts in thousands) 2021 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 56,170 $ ( 24,047 ) $ 21,354 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 11,630 10,527 7,787 Share-based compensation 2,984 1,061 1,678 Deferred income taxes 839 ( 9,840 ) ( 6,734 ) Unrecognized tax benefits 147 788 913 Amortization of debt issuance costs 570 572 553 Goodwill and other intangible asset impairment — 56,437 31,000 Loss on extinguishment of debt 733 — — Changes in certain operating assets and liabilities Accounts receivable ( 5,919 ) 6,291 ( 1,835 ) Inventories ( 28,561 ) 4,752 ( 449 ) Prepaid expenses and other current assets ( 1,340 ) 695 ( 1,464 ) Income tax receivable 5,406 ( 3,973 ) ( 951 ) Accounts payable 13,404 ( 6,874 ) ( 2,995 ) Accrued expenses and other current liabilities 12,191 ( 5,527 ) 6,609 Other, net 284 ( 664 ) 420 Net cash provided by operating activities 68,538 30,198 55,886 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for acquisitions, net of cash acquired — — ( 81,729 ) Purchases of property, plant and equipment ( 27,862 ) ( 14,241 ) ( 14,064 ) Proceeds from disposal of property, plant and equipment 30 23 7 Net cash used in investing activities ( 27,832 ) ( 14,218 ) ( 95,786 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 60,000 — 80,000 Principal payments on long-term debt ( 99,993 ) ( 15,357 ) ( 41,306 ) Borrowings on revolving credit facility 56,228 35,000 — Principal payments on revolving credit facility ( 32,500 ) ( 25,000 ) — Other, net ( 1,508 ) ( 130 ) ( 877 ) Net cash (used in) provided by financing activities ( 17,773 ) ( 5,487 ) 37,817 NET CHANGE IN CASH AND CASH EQUIVALENTS 22,933 10,493 ( 2,083 ) CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD 16,319 5,826 7,909 CASH AND CASH EQUIVALENTS — END OF PERIOD $ 39,252 $ 16,319 $ 5,826 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash payments for interest $ 2,852 $ 4,841 $ 5,526 Cash payments for income taxes 9,170 6,146 12,437 SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES: Capital expenditures in accounts payable and accrued expenses 265 318 908 The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements. F-8 MASTERCRAFT BOAT HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unless otherwise noted, dollars in thousands, except per share data and per unit data) 1. SIGNIFICANT ACCOUNTING POLICIES Organization – MasterCraft Boat Holdings, Inc. (“Holdings”) was formed on January 28, 2000, as a Delaware holding company and operates primarily through its wholly owned subsidiaries, MasterCraft Boat Company, LLC; MasterCraft Services, LLC; MasterCraft Parts, Ltd.; MasterCraft International Sales Administration, Inc.; Aviara Boats, LLC; Nautic Star, LLC; NS Transport, LLC; 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.” 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. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries from the dates of their acquisitions. All significant intercompany accounts and transactions have been eliminated in consolidation. Holdings has no independent operations and no material assets, other than its wholly owned equity interests in its subsidiaries, as of June 30, 2021 and 2020, and no material liabilities. 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. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures. The Company bases these estimates on historical results and various other assumptions believed to be reasonable. The Company’s most significant financial statement estimates include 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. Reclassifications — Certain historical amounts have been reclassified in the accompanying consolidated financial statements to conform to the current presentation. Revenue Recognition — The Company’s revenue is derived primarily from the sale of boats and trailers, marine parts, and accessories to its independent dealers. The Company recognizes revenue when obligations under the terms of a contract are satisfied and control over promised goods is transferred to a customer. For 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. Revenue is measured as the amount of consideration it expects to receive in exchange for a product. The Company offers dealer incentives that include wholesale rebates, retail rebates and promotions, floor plan reimbursement or cash discounts, and other allowances that are recorded as reductions of revenues in Net sales in the consolidated statements of operations. The consideration recognized represents the amount specified in a contract with a customer, net of estimated incentives the Company reasonably expects to pay. The estimated liability and reduction in revenue for dealer incentives is recorded at the time of sale. Subsequent adjustments to incentive estimates are possible because actual results may differ from these estimates if conditions dictate the need to enhance or reduce sales promotion and incentive programs or if dealer achievement or other items vary from historical trends. Accrued dealer incentives are included in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Rebates and Discounts Dealers earn wholesale rebates based on purchase volume commitments and achievement of certain performance metrics. The Company estimates the amount of wholesale rebates based on historical achievement, forecasted volume, and assumptions regarding dealer behavior. Rebates that apply to boats already in dealer inventory are referred to as retail rebates. The Company estimates the amount of retail rebates based on historical data for specific boat models adjusted for forecasted sales volume, product mix, dealer and consumer behavior, and assumptions concerning market conditions. 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 . The Company has elected to account for shipping and handling costs associated with F-9 outbound freight after control over a product has transferred to a customer as a fulfillment cost. The Company includes shipping and handling costs , including costs billed to customers , in Cost of sales in the consolidated statements of operations. Contract Liabilities A contract liability is created when customers prepay for goods prior to the Company transferring control of those goods to the customer. The contract liability is reduced once control of the goods is transferred to the customer. The difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the point at which it receives pre-payment from the customer. Other Revenue Recognition Matters Dealers generally have no right to return unsold boats. Occasionally, the Company may accept returns in limited circumstances and at the Company’s discretion under its warranty policy. The Company may be obligated, in the event of default by a dealer, to accept returns of unsold boats under its repurchase commitment to floor financing providers, who are able to obtain such boats through foreclosure. The repurchase commitment is on an individual unit basis with a term from the date it is financed by the lending institution through the payment date by the dealer, generally not exceeding 30 months. The Company accounts for these arrangements as guarantees and recognizes a liability based on the estimated fair value of the repurchase obligation. The estimated fair value takes into account our estimate of the loss we will incur upon resale of any repurchases. The Company accrues the estimated fair value of this obligation based on the age of inventory currently under floor plan financing and estimated credit quality of dealers holding the inventory. Inputs used to estimate this fair value include significant unobservable inputs that reflect the Company’s assumptions about the inputs that market participants would use and, therefore, this liability is classified within Level 3 of the fair value hierarchy. The Company has excluded sales and other taxes assessed by a governmental authority in connection with revenue-producing activities from the determination of the transaction price for all contracts. The Company has not adjusted Net sales for the effects of a significant financing component because the period between the transfer of the promised goods and the customer's payment is expected to be one year or less. Accounts Receivable — Accounts receivable represents amounts billed to customers under credit terms customary in its industry. The Company normally does not charge interest on its accounts receivable . The Company 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. Actual collection experience may differ from the current estimate of net receivables. 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. Cash and Cash Equivalents — The Company considers all highly-liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company’s cash deposits may at times exceed federally insured amounts. The Company had no cash equivalents at June 30, 2021 and 2020. Concentrations of Credit and Business Risk — Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of trade receivables. Credit risk on trade receivables is mitigated as a result of the Company’s use of trade letters of credit, dealer floor plan financing arrangements, and the geographically diversified nature of the Company’s customer base. Supplier Concentrations The Company is dependent on the ability of its suppliers to provide products on a timely basis and on favorable pricing terms. The loss of certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse effect on the Company. Business risk insurance is in place to mitigate the business risk associated with sole suppliers for sudden disruptions such as those caused by natural disasters. The Company is dependent on third-party equipment manufacturers, distributors, and dealers for certain parts and materials utilized in the manufacturing process. During the years ended June 30, 2021, 2020, and 2019 the Company purchased all engines for its MasterCraft performance sport boats under a supply agreement with a single vendor. 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. 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. During the years ended June 30, 2021, 2020, and 2019, the Company purchased a majority of the F-10 engines for its Crest boats under a supply agreement with a single vendor. 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. Inventory cost includes material, labor, and manufacturing overhead and is determined based on the first-in, first-out (FIFO) method. Provisions are made as necessary to reduce inventory amounts to their net realizable value or to provide for obsolete inventory. Property, Plant, and Equipment — Property, plant, and equipment are recorded at historical cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives. Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements that increase the asset’s useful life are capitalized. Ranges of asset lives used for depreciation purposes are: Buildings and improvements 7 - 40 years Machinery and equipment 3 - 7 years Furniture and fixtures 3 - 7 years Goodwill and Other Intangible Assets — The Company does not amortize goodwill and other purchased intangible assets with indefinite lives. The Company’s intangible assets with finite lives consist primarily of dealer networks and are carried at their estimated fair values at the time of acquisition, less accumulated amortization. Amortization is recognized on a straight-line basis over the estimated useful lives of the respective assets (see Note 6). Intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate long-lived assets described below. The Company has three reporting units, MasterCraft, NauticStar, and Crest, which each relate to an operating segment as described in Note 13. 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 Goodwill results from the excess of purchase price over the net identifiable assets of businesses acquired. 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. In performing this qualitative analysis, the Company considers various factors, including the effect of market or industry changes and the reporting units' actual results compared to projected results. If the fair value of a reporting unit does not meet the "more likely than not" criteria discussed above, the impairment test for goodwill is a quantitative test. This test involves comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying value, goodwill is not considered impaired. If the carrying amount exceeds the fair value then the goodwill is considered impaired and an impairment loss is recognized in an amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the carrying amount of the goodwill allocated to that reporting unit. The Company calculates the fair value of its reporting units by considering both the income approach and market approach. The income approach calculates the fair value of the reporting unit using a discounted cash flow method. Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions, are discounted using a weighted average cost of capital (“Discount Rate”) developed for each reporting unit. The Discount Rate is developed using observable market inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance. Fair value under the market approach is determined for each unit by applying market multiples for comparable public companies to the unit’s financial results. The key 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. During the years ended June 30, 2020 and 2019, the Company performed quantitative impairment tests for all three reporting units and determined that goodwill attributable to the NauticStar and Crest reporting units was impaired. As a result, the Company recognized associated impairment charges during each of those fiscal years (see Note 6). F-11 Other Intangible Assets The Company's primary intangible assets other than goodwill are dealer networks and trade names acquired in business combinations. These intangible assets are initially valued using a methodology commensurate with the intended use of the asset. The dealer networks were valued using an income approach, which requires an estimate or forecast of the expected future cash flows from the dealer network through the application of the multi-period excess earnings approach. The fair value of trade names is measured using a relief-from-royalty approach, a variation of the income approach, which requires an estimate or forecast of the expected future cash flows. This method assumes the value of the trade name is the discounted cash flows of the amount that would be paid to third parties had the Company not owned the trade name and instead licensed the trade name from another company. The basis for future sales projections for these methods are based on internal revenue forecasts by reporting unit, which the Company believes represent reasonable market participant assumptions. The future cash flows are discounted using an applicable Discount Rate as well as any potential risk premium to reflect the inherent risk of holding a standalone intangible asset. The key 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. The costs of amortizable intangible assets, including dealer networks, are recognized over their expected useful lives, approximately ten years for the dealer networks, using the straight-line method. Intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate long-lived assets described below. Intangible assets not subject to amortization are assessed for impairment at least annually and whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. 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. In performing this qualitative analysis, the Company considers various factors, including macroeconomic events, industry and market events and cost related events. 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. The Company recognized no impairments related to other intangible assets for the year ended June 30, 2021. 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. 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. The Company performs its review by comparing the book value of the assets to the estimated future undiscounted cash flows associated with the assets. If any impairment in the carrying value of its long-lived assets is indicated, the assets would be adjusted to an estimate of fair value. The Company incurred no such impairments during the years ended June 30, 2021, 2020, and 2019. Product Warranties — The Company offers warranties on the sale of certain products for periods of between one and five years . These warranties require us or our dealers to repair or replace defective products during the warranty period at no cost to the consumer. We estimate the costs that may be incurred under our basic limited warranty and record as a liability the amount of such costs at the time the product revenue is recognized. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of the recorded warranty liabilities and adjust the amounts as actual claims are determined or as changes in the obligations become reasonably estimable. We also adjust our liability for specific warranty matters when they become known, and the exposure can be estimated. 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. The Company records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. The realization of these assets is dependent on generating future taxable income. F-12 A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. In determining the amount of current and deferred tax the Company takes into account the impact of uncertain tax positions and whether additional taxes, interest and penalties may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on 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; 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. Research and development expense for the years ended June 30, 2021, 2020, and 2019 was $ 6.8 million, $ 5.2 million, and $ 5.6 million, respectively, and is included in Operating expenses in the consolidated statements of operations. Self-Insurance — The Company is self-insured for certain losses relating to product liability claims and employee medical claims. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels 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. Deferred Debt Issuance Costs — Certain costs incurred to obtain financing are capitalized and amortized over the term of the related debt using the effective interest method. For the years ended June 30, 2021, 2020, and 2019 the Company incurred deferred financing costs of $ 0.6 million, $ 0.3 million, and $ 0.7 million, respectively. For the years ended June 30, 2021, 2020, and 2019, the Company recorded related amortization expense of $ 0.6 million for each year. 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. 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. Leases — The Company leases various equipment under operating lease arrangements. The Company determines if an arrangement is a lease at lease inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Because the rates implicit in the Company's lease contracts are not readily determinable, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The operating lease ROU asset also includes any initial direct costs and lease payments made prior to lease commencement and excludes lease incentives incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company may enter into lease agreements that contain both lease and non-lease components, which it has elected to account for as a single lease component for all asset classes. See Note 11 for information regarding the Company’s leases. Advertising — Advertising costs are expensed when the advertising first takes place. Advertising expense recognized during the years ended June 30, 2021, 2020, and 2019, was $ 4.8 million, $ 7.0 million, and $ 9.3 million, respectively, and is included in Selling and marketing expenses in the consolidated statements of operations. F-13 Fair Value Measurements — The Company measures certain of its financial assets and liabilities at fair value and utilizes the established framework for measuring fair value and disclosing information about fair value measurements. Fair value is the exchange price that would be 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. 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. Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the inputs that market participants would use in pricing an asset or liability. When measuring fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. The Company’s most significant financial asset or liability measured at fair value on a recurring basis is its inventory repurchase contingent obligation (see “Revenue Recognition - Other Revenue Recognition Matters” and Note 11). Fair Value of Financial Instruments — The carrying amounts of the Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable and other liabilities, approximate their estimated fair values due to the relative short-term nature of the amounts. The carrying amount of debt approximates fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing. Earnings Per Common Share — Basic earnings per common share reflects reported earnings divided by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share include the effect of dilutive stock options, 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. New Accounting Pronouncements Issued And Adopted Fair Value Measurements — In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement . This guidance modifies the disclosure requirements on fair value measurements in Topic 820 by removing disclosures regarding transfers between Level 1 and Level 2 of the fair value hierarchy, by modifying the measurement uncertainty disclosure, and by requiring additional disclosures for Level 3 fair value measurements, among others. The Company adopted this guidance for its fiscal year beginning July 1, 2020 . The adoption of this standard did not have a material impact on the consolidated financial statements. 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. The Company adopted this guidance for its fiscal year beginning July 1, 2020 . The adoption of this standard did not have an impact on the consolidated financial statements. F-14 New Accounting Pronouncements Issued But Not Yet Adopted Income Taxes — In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to general principles in Income Taxes (Topic 740). It also clarifies and amends existing guidance to improve consistent application. The guidance is effective for fiscal years beginning after December 15, 2020. We are currently evaluating the impact of the new guidance on our consolidated financial statements. Reference Rate Reform — In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying U.S. 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. 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. 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. 2. REVENUE RECOGNITION The following tables present the Company’s net sales by major product category for each reportable segment. Year Ended June 30, 2021 MasterCraft NauticStar Crest Total Major Product Categories: Boats and trailers $ 349,247 $ 59,354 $ 101,208 $ 509,809 Parts 12,934 477 1,091 14,502 Other revenue 1,093 15 389 1,497 Total $ 363,274 $ 59,846 $ 102,688 $ 525,808 Year Ended June 30, 2020 MasterCraft NauticStar Crest Total Major Product Categories: Boats and trailers $ 236,108 $ 54,473 $ 60,888 $ 351,469 Parts 9,731 448 591 10,770 Other revenue 616 9 209 834 Total $ 246,455 $ 54,930 $ 61,688 $ 363,073 Year Ended June 30, 2019 MasterCraft NauticStar Crest (a) Total Major Product Categories: Boats and trailers $ 301,010 $ 77,896 $ 75,742 $ 454,648 Parts 9,471 85 498 10,054 Other revenue 1,349 14 316 1,679 Total $ 311,830 $ 77,995 $ 76,556 $ 466,381 (a) Crest was acquired on October 1, 2018 Sales outside of North America accounted for 4.5 %, 4.8 %, and 5.2 % of the Company’s net sales for the years ended June 30, 2021, 2020, and 2019, respectively. The Company had no significant concentrations of sales to individual dealers or in countries outside of North America during the years ended June 30, 2021, 2020, and 2019. Contract Liabilities 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. 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. F-15 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. 3. ACQUISITIONS Fiscal 2019 Acquisition On October 1, 2018, the Company completed its acquisition of Crest for $ 81.7 million. Crest, a manufacturer of pontoons, expands the Company’s product portfolio. Proceeds from the $ 80.0 term loan (see Note 8) were used to fund this acquisition. The following table is a summary of the assets acquired, liabilities assumed, and net cash consideration paid for Crest during fiscal 2019: Fair Value Accounts receivable $ 5,215 Inventories 9,853 Other current assets 179 Property, plant and equipment 1,840 Identifiable intangible assets (a) 35,245 Current liabilities ( 6,841 ) Fair value of assets acquired and liabilities assumed 45,491 Goodwill (a) 36,238 Net cash consideration paid $ 81,729 (a) The goodwill and other intangible assets recorded for the Crest acquisition are deductible for tax purposes. See Note 6 for additional information. Fair Value Estimated Useful Life (in years) Definite-lived intangible assets: Dealer network $ 18,000 10 Software 245 5 Indefinite-lived intangible asset: Trade name 17,000 Total identifiable intangible assets $ 35,245 Related Party Transactions In connection with the operations of Crest, the Company made rental payments to Crest Marine Real Estate LLC (“Real Estate”) for a manufacturing facility, storage and office building (the “Crest Facility”). One of the minority owners of Real Estate is a member of the Crest management team. The lease was to expire on September 30, 2028 , and was subject to four consecutive, five-year renewal periods. The lease terms included an option for the Company to purchase the Crest Facility for an amount equal to its fair market value, as determined by appraisals and negotiation between the Company and Real Estate (the “Purchase Option”). The annual rent under the lease was $ 0.3 million for the first five years of the lease term, and was to increase to $ 0.4 million for the remaining five years. Additionally, at the beginning of each of the optional renewal terms the rent was to be adjusted based on the change in the Consumer Price Index. In accordance with the Purchase Option, on October 24, 2019 the Company purchased the Crest Facility for $ 4.1 million. See Note 11 for additional information regarding the purchase. Crest purchases fiberglass component parts from a supplier whose minority owner 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. During the period beginning July 1, 2019 and ending January 31, 2020, the Company purchased $ 1.8 million of products from the supplier. During the year ended June 30, 2019, the Company purchased $ 2.8 million of products from the supplier. F-16 Pro Forma Financial Information 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. 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. 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: Fiscal Year Ended 2019 Net sales $ 487,374 Net income $ 21,619 Basic earnings per share $ 1.16 Diluted earnings per share $ 1.15 4. INVENTORIES Inventories consisted of the following: As of June 30, 2021 2020 Raw materials and supplies $ 37,089 $ 18,318 Work in process 10,171 3,866 Finished goods 8,362 4,876 Obsolescence reserve ( 2,141 ) ( 1,424 ) Total inventories $ 53,481 $ 25,636 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. 5. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, net consisted of the following: As of June 30, 2021 2020 Land and improvements $ 5,955 $ 3,030 Buildings and improvements 35,890 22,366 Machinery and equipment 42,526 38,262 Furniture and fixtures 3,126 2,229 Construction in progress 5,737 1,312 Total property, plant, and equipment 93,234 67,199 Less accumulated depreciation ( 32,739 ) ( 26,718 ) Property, plant, and equipment, net $ 60,495 $ 40,481 F-17 Depreciation expense for the years ended June 30, 2021, 2020, and 2019 was $ 7.7 million, $ 6.6 million, and $ 4.3 million, respectively. Merritt Island Facility 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”). We expanded our overall boat building capacity by moving all Aviara production to the Merritt Island Facility. Additionally, removing Aviara production from our Vonore, Tennessee facility provided for an immediate increase in capacity and production for our MasterCraft brand. 6. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and Other Intangible Asset Impairment See Note 1 for a discussion of the methods used to determine the fair value of goodwill and other intangible assets. In assessing the need for goodwill and intangible impairment, management utilizes a number of estimates, including operating results, business plans, economic projections, anticipated future cash flows, transactions and marketplace data. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. In March 2020, the World Health Organization announced that the outbreak of the novel coronavirus had become a worldwide pandemic. 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. 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. 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. The impairment recorded in fiscal 2020 was principally a result of a decline, in the fiscal third quarter, in market conditions, including our share price, and the then current outlook for sales and operating performance relative to the Company’s acquisition plans and impairment test performed as of June 30, 2019. During our fiscal 2019 annual assessment of intangible assets including goodwill, the Company recorded impairment charges of $ 31.0 million within the NauticStar segment. The impairment was principally a result of a decline, in the fiscal fourth quarter, in the outlook for sales and operating performance relative to our acquisition plan. 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: 2020 2019 NauticStar Crest Consolidated NauticStar Consolidated Goodwill $ 8,199 $ 36,238 $ 44,437 $ 28,000 $ 28,000 Trade name 5,000 7,000 12,000 3,000 3,000 Total $ 13,199 $ 43,238 $ 56,437 $ 31,000 $ 31,000 While the extent and duration of the economic impact from the COVID-19 pandemic remain unclear, changes in assumptions and estimates may affect the fair value of goodwill and other intangible assets and could result in additional impairment charges in future periods. Goodwill The carrying amounts of goodwill as of both June 30, 2021 and 2020, attributable to each of the Company’s reportable segments, were as follows: F-18 Gross Amount Accumulated Impairment Losses Total MasterCraft $ 29,593 $ - $ 29,593 NauticStar 36,199 ( 36,199 ) - Crest 36,238 ( 36,238 ) - Total $ 102,030 $ ( 72,437 ) $ 29,593 Other Intangible Assets The following table presents the carrying amount of Other intangible assets, net as of June 30, 2021 and 2020. 2021 2020 Gross Amount Accumulated Amortization / Impairment Other intangible assets, net Gross Amount Accumulated Amortization / Impairment Other intangible assets, net Amortized intangible assets Dealer networks $ 39,500 $ ( 13,711 ) $ 25,789 $ 39,500 $ ( 9,810 ) $ 29,690 Software 245 ( 135 ) 110 245 ( 86 ) 159 39,745 ( 13,846 ) 25,899 39,745 ( 9,896 ) 29,849 Unamortized intangible assets Trade names 49,000 ( 15,000 ) 34,000 49,000 ( 15,000 ) 34,000 Total other intangible assets $ 88,745 $ ( 28,846 ) $ 59,899 $ 88,745 $ ( 24,896 ) $ 63,849 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. Fiscal years ending June 30, 2022 $ 3,950 2023 3,950 2024 3,806 2025 3,793 2026 3,793 and thereafter 6,607 Total $ 25,899 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: As of June 30, 2021 2020 Warranty $ 22,329 $ 20,004 Dealer incentives 10,634 9,180 Compensation and related accruals 6,046 1,488 Contract liabilities 1,848 559 Self-insurance 865 704 Inventory repurchase contingent obligation 471 1,132 Other 4,643 2,918 Total accrued expenses and other current liabilities $ 46,836 $ 35,985 F-19 Accrued warranty liability activity was as follows: For the Years Ended June 30, 2021 2020 Balance at the beginning of the period $ 20,004 $ 17,205 Provisions 9,846 7,039 Payments made ( 9,116 ) ( 7,634 ) Aggregate changes for preexisting warranties 1,595 3,394 Balance at the end of the period $ 22,329 $ 20,004 8. LONG-TERM DEBT Long-term debt outstanding was as follows: As of June 30, 2021 2020 Revolving credit facility $ 33,728 $ 10,000 Term loans 60,000 99,993 Debt issuance costs on term loans ( 585 ) ( 1,395 ) Total debt 93,143 108,598 Less current portion of long-term debt 3,000 9,420 Less current portion of debt issuance costs on term loans ( 134 ) ( 488 ) Long-term debt, net of current portion $ 90,277 $ 99,666 Previously Existing Credit Facility On October 1, 2018, the Company entered into a Fourth Amended and Restated Credit and Guaranty Agreement with a syndicate of certain financial institutions (the “Fourth Amended Credit Agreement”). 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. 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. 3 to the Fourth Amended Credit Agreement (the “Amendment”). The changes effected by the Amendment include, among others, the temporary removal and replacement of the Company’s financial covenants, the addition of a 50 basis point floor on LIBOR, modifications to the range of applicable LIBOR and prime interest rate margins, and a revision of the total net leverage ratio calculation. Under the Amendment, the total net leverage ratio covenant and fixed charge coverage ratio covenant of the Fourth Amended Credit Agreement 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”). 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. On October 26, 2020, the Company entered into Amendment No. 4 and Joinder to the Fourth Amended Credit Agreement (the “Amendment No. 4”). 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. The changes effected by Amendment No. 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. F-20 Current Credit Facility On June 28, 2021, the Company entered into a credit agreement with a syndicate of certain financial institutions (the “Credit Agreement”). The Credit Agreement provides the Company with a $ 160.0 million senior secured credit facility, consisting of a $ 60.0 million term loan (the “Term Loan”) and a $ 100.0 million revolving credit facility (the “Revolving Credit Facility”). The Credit Agreement refinanced and replaced the Fourth Amended Credit Agreement. The Credit Agreement is secured by a first priority security interest in substantially all of the Company’s assets. The Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve; engage in businesses that are not in a related line of business; make loans, advances or guarantees; pay dividends or make other distributions; engage in transactions with affiliates; and make investments. The Company is also required to maintain a minimum fixed charge coverage ratio and a maximum net leverage ratio. The 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. 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. The Credit Agreement will mature and all remaining amounts outstanding thereunder will be due and payable on June 28, 2026. As of June 30, 2021, the Company was in compliance with its financial covenants under the Credit Agreement. As a result of entering into the Credit Agreement, the Company recognized a $ 0.7 million loss on early extinguishment of debt. 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 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. As of June 30, 2020, the Company had $ 10.0 million of borrowings outstanding under its revolving credit facility. The Company subsequently repaid all outstanding amounts during the three months ended October 4, 2020. During October 2020, the Company borrowed $ 20.0 million under the revolving credit facility to fund the purchase of the Merritt Island Facility. The Company subsequently repaid all outstanding amounts as of April 4, 2021. In conjunction with the Credit Agreement entered into on June 28, 2021, the Company drew $ 33.7 million on its Revolving Credit Facility. Drawn amounts were used to repay a same amount of outstanding borrowings under the term loans under the Fourth Amended Credit Agreement. 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. Maturities for the Term Loan and Revolving Credit Facility subsequent to June 30, 2021 are as follows: 2022 $ 3,000 2023 3,000 2024 4,500 2025 4,500 2026 78,728 Total $ 93,728 F-21 9. INCOME TAXES Earnings before income taxes by jurisdiction were all in the U.S. except for income of approximately $ 0.1 million during each of the years ended June 30, 2021, 2020 and 2019. For the years ended June 30, the components of the provision for income taxes are as follows: 2021 2020 2019 Current income tax expense: Federal $ 12,231 $ 2,096 $ 10,405 State 3,057 666 1,892 Benefit of current year tax credits ( 469 ) ( 554 ) ( 171 ) Total current tax expense $ 14,819 $ 2,208 $ 12,126 Deferred tax expense (benefit): Federal $ 1,471 $ ( 8,887 ) $ ( 5,837 ) State ( 632 ) ( 886 ) ( 897 ) Total deferred tax expense (benefit) 839 ( 9,773 ) ( 6,734 ) Income tax expense (benefit) $ 15,658 $ ( 7,565 ) $ 5,392 The difference between the statutory and the effective federal tax rate for the periods below is attributable to the following: 2021 2020 2019 Statutory income tax rate 21.00 % 21.00 % 21.00 % State taxes (net of federal income tax benefit and valuation allowance) 1.66 % 1.67 % 2.48 % Tax credits ( 0.98 %) 4.49 % ( 3.39 %) Change in valuation allowance 0.19 % — ( 0.57 %) Permanent differences ( 0.69 %) ( 0.74 %) ( 2.54 %) Uncertain tax positions 0.67 % ( 2.49 %) 3.10 % Other ( 0.05 %) — 0.08 % Effective income tax rate 21.80 % 23.93 % 20.16 % F-22 As of June 30, 2021, and 2020, a summary of the significant components of the Company’s deferred tax assets and liabilities was as follows: 2021 2020 Deferred tax assets: Goodwill and other intangible asset basis difference $ 12,862 $ 13,776 Warranty reserves 5,258 4,616 Accrued selling 368 850 Unrecognized tax benefits 665 566 Stock compensation 761 402 Repurchase agreements 111 261 State net operating loss 433 14 Accrued compensation 529 68 Other 805 630 Total deferred tax assets 21,792 21,183 Valuation allowance ( 177 ) ( 65 ) Total deferred tax assets, net of the valuation allowance 21,615 21,118 Deferred tax liabilities: Depreciation ( 5,845 ) ( 4,839 ) Other ( 640 ) ( 199 ) Total deferred tax liabilities ( 6,485 ) ( 5,038 ) Net deferred tax assets $ 15,130 $ 16,080 On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) (the “CARES Act”). Among the changes to the U.S. federal income tax rules, the CARES Act included a revision to depreciation rules enacted as part of the Tax Cuts and Jobs Act of 2017. In addition to impacting the 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. As of June 30, 2021, the Company has state net operating loss (NOL) carryforwards of $ 10.5 million. 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. 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. In recognition of this risk, the Company has provided a partial valuation allowance on the deferred tax assets relating to these state and foreign NOL carryforwards. Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding accrued amounts for interest and penalties, is as follows: 2021 2020 Balance at July 1 $ 2,993 $ 2,504 Additions based on tax positions related to the current year 1,113 110 Additions for tax positions of prior years 77 713 Reductions for tax positions of prior years ( 412 ) ( 164 ) Settlements of tax positions from prior years ( 467 ) ( 170 ) Balance at June 30 $ 3,304 $ 2,993 F-23 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. 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. 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. subsidiaries in those operations. As of June 30, 2021, the Company has not made a provision for U.S. or additional foreign withholding taxes on investments in foreign subsidiaries that are indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. The Company and its subsidiaries are subject to U.S. federal income tax, as well as various other state income taxes and foreign income taxes. The federal income tax returns for the years ended June 30, 2018 through 2020 are subject to examination by the Internal Revenue Service. For state purposes, the statutes of limitation vary by jurisdiction. 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. The Company records unrecognized tax benefits as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. 10. SHARE-BASED COMPENSATION The 2015 Incentive Award Plan (“2015 Plan”) provides for the grant of stock options, including incentive stock options, and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, stock payments, restricted stock units, restricted stock awards (“RSAs”), deferred stock, deferred stock units, performance awards, stock appreciation rights, performance stock units (“PSUs”), and cash awards. As of June 30, 2021, there were 1,305,458 shares available for issuance under the 2015 Plan. The following table presents the components of share-based compensation expense by award type for the years ended June 30, 2021, 2020 and 2019. 2021 2020 2019 Restricted stock awards $ 1,545 $ 1,285 $ 913 Performance stock units 1,439 ( 233 ) 563 Stock options - 9 201 Share-based compensation expense $ 2,984 $ 1,061 $ 1,677 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. The following table presents the income tax benefit related to share-based compensation expense recognized by award type. 2021 2020 2019 Restricted stock awards $ 350 $ 290 $ 217 Performance stock units 326 ( 53 ) 134 Stock options - 2 48 Share-based compensation expense $ 676 $ 239 $ 399 F-24 Restricted Stock Awards All RSAs granted to non-employee directors vest over the remainder of that fiscal year, and all RSAs granted to employees vest over a period of between one to three years . Generally, non-vested RSAs are forfeited if employment is terminated prior to vesting. RSAs are granted at a per share fair value equal to the market value of the Company’s common stock on the grant date. The Company recognizes the cost of non-vested RSAs ratably over the requisite service period. 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. A summary of RSA activity for the years ended June 30, 2021, 2020 and 2019, is as follows: Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Total Non-vested Restricted Stock Awards at June 30, 2018 43,310 $ 17.28 Granted 51,995 26.79 Vested ( 33,093 ) 21.54 Forfeited ( 8,408 ) 23.08 Total Non-vested Restricted Stock Awards at June 30, 2019 53,804 22.94 Granted 138,457 17.41 Vested ( 50,570 ) 20.09 Forfeited ( 34,797 ) 20.24 Total Non-vested Restricted Stock Awards at June 30, 2020 106,894 18.01 Granted 93,357 20.34 Vested ( 73,385 ) 18.54 Forfeited ( 8,673 ) 19.29 Total Non-vested Restricted Stock Awards at June 30, 2021 118,193 19.42 As of June 30, 2021, there was $ 1.4 million of total unrecognized compensation expense related to non-vested RSAs. The Company expects this expense to be recognized over a weighted average period of 1.63 years. Performance Stock Units During the years ended June 30, 2021, 2020, and 2019, the Company granted performance shares to certain employees. The awards will be earned based on the Company’s achievement of certain performance criteria over a three-year performance period. The performance period for the awards commence on July 1 of the fiscal year in which they were granted and continue for a three-year period, ending on June 30 of the applicable year. The probability of achieving the performance criteria is assessed quarterly. Following the determination of the Company’s achievement with respect to the performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a total shareholder return (“TSR”) modifier. The grant date fair value is determined based on both the assessment of the probability of the Company’s achieving the performance criteria and an estimate of the expected TSR modifier. The TSR modifier estimate is determined by using a Monte Carlo Simulation model, which considers the likelihood of all possible outcomes of long-term market performance. The amount of compensation cost the Company recognizes over the requisite service period is based on management’s best estimate of the achievement of the performance criteria. The fair value of PSUs vested during the year ended June 30, 2021, 2020 and 2019 was $ 0.4 million, $ 0.2 million, and $ 0.4 million, respectively. F-25 A summary of PSU activity for the years ending June 30, 2021, 2020 and 2019, is as follows: Number of Performance Stock Units Weighted Average Grant Date Fair Value Total Non-vested Performance Stock Units at June 30, 2018 59,328 $ 14.98 Granted 35,122 25.70 Vested ( 32,373 ) 11.85 Forfeited ( 11,456 ) 19.73 Total Non-vested Performance Stock Units at June 30, 2019 50,621 23.34 Granted 72,048 18.18 Vested ( 8,383 ) 19.40 Forfeited ( 46,882 ) 20.82 Total Non-vested Performance Stock Units at June 30, 2020 67,404 20.02 Granted 123,096 22.11 Vested ( 14,627 ) 26.29 Forfeited ( 15,588 ) 20.25 Total Non-vested Performance Stock Units at June 30, 2021 160,285 21.03 As of June 30, 2021, there was $ 2.2 million of total unrecognized compensation expense related to non-vested PSUs. The Company expects this expense to be recognized over a weighted average period of 1.83 years. Nonqualified Stock Options In July 2015, the Company granted 137,786 NSOs to certain employees. As of July 2019, all outstanding options were fully vested and exercisable. The fair value of NSOs vested during each of the years ended June 30, 2020, and 2019 was $ 0.2 million. A summary of NSO activity for the years ending June 30, 2021, 2020, and 2019 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (Yrs.) Value Outstanding at June 30, 2018 93,125 $ 10.70 7.1 $ 1,700 Granted - Exercised ( 10,563 ) 10.70 Forfeited or expired ( 1,703 ) 10.70 Outstanding at June 30, 2019 80,859 10.70 6.1 719 Granted - Exercised ( 48,467 ) 10.70 Forfeited or expired - Outstanding at June 30, 2020 32,392 10.70 5.1 270 Granted - Exercised ( 7,952 ) 10.70 Forfeited or expired - Outstanding at June 30, 2021 24,440 10.70 4.1 381 Fully vested and exercisable at June 30, 2021 24,440 F-26 11. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has lease agreements for certain personal and real property. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. Our lease agreements do not include any significant renewal options. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of ASC 842, 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. During the three months ended September 29, 2019, the decision was made to exercise the purchase option which resulted in $ 2.8 million of operating lease assets and liabilities being reclassified to finance lease assets and liabilities on the September 29, 2019 condensed consolidated balance sheet. In addition, the decision to exercise the purchase option resulted in the remeasurement of the related lease balances which added $ 1.3 million of additional finance lease assets and finance lease liabilities to the September 29, 2019 condensed consolidated balance sheet. In accordance with the purchase option, on October 24, 2019 the Company completed the purchase of the Crest manufacturing facility for $ 4.1 million. Upon completion of this purchase, the Company recognized approximately $ 4.1 million in Property, plant and equipment, net and derecognized approximately $ 4.1 million of both Finance lease assets and Accrued expenses and other current liabilities. The purchase price of the Crest Facility was determined by appraisal and negotiation between the Company and the seller, whose minority ownership included a member of the Crest management team. The Company funded the purchase by utilizing cash from operations. 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 Under certain conditions, the Company is obligated to repurchase new inventory repossessed from dealerships by financial institutions that provide credit to the Company’s dealers. See Note 1 for more information regarding the terms and accounting policies related to this obligation. The maximum obligation of the Company under such floor plan agreements totaled approximately $ 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. The Company recorded a repurchase liability of $ 0.5 million and $ 1.1 million as of June 30, 2021 and 2020, respectively. Purchase Commitments The Company is engaged in an exclusive contract with a single vendor to provide engines for its MasterCraft performance sport boats. This contract makes this vendor the only supplier to MasterCraft for in-board engines and expires June 30, 2023. The Company is obligated to purchase a minimum number of engines for each model year under this contract. The Company could also be required to pay a penalty to this vendor in order to maintain exclusivity if annual purchases under the agreement fail to meet a certain volume threshold. 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. 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. Stock Repurchase Plan 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 . 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. 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. We did not repurchase any common stock during fiscal 2021. F-27 12. EARNINGS PER SHARE The factors used in the earnings per share computation are as follows: 2021 2020 2019 Net income (loss) $ 56,170 $ ( 24,047 ) $ 21,354 Weighted average shares — basic 18,805,464 18,734,482 18,653,892 Dilutive effect of assumed exercises of stock options 14,814 — 45,799 Dilutive effect of assumed restricted share awards/units 131,243 — 68,516 Weighted average outstanding shares — diluted 18,951,521 18,734,482 18,768,207 Basic net income (loss) per share $ 2.99 $ ( 1.28 ) $ 1.14 Diluted net income (loss) per share $ 2.96 $ ( 1.28 ) $ 1.14 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. 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. 13. 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 (“CODM”) in making decisions on how to allocate resources and assess performance. 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: • The MasterCraft segment produces boats under two product brands, MasterCraft and Aviara. MasterCraft boats are produced at the Company’s Vonore, Tennessee facility. 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. 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. NauticStar’s boats are primarily used for saltwater fishing and general recreational boating. • The Crest segment produces pontoon boats at its Owosso, Michigan facility. Crest’s boats are primarily used for general recreational boating. Each segment distributes its products through its own independent dealer network. 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. All material corporate costs are allocated to the MasterCraft segment. Selected financial information for the Company’s reportable segments was as follows: For the Year Ended June 30, 2021 MasterCraft NauticStar Crest Consolidated Net sales $ 363,274 $ 59,846 $ 102,688 $ 525,808 Operating income (loss) 65,038 ( 2,690 ) 13,605 75,953 Depreciation and amortization 5,865 3,262 2,503 11,630 Purchases of property, plant and equipment 24,327 2,643 892 27,862 F-28 For the Year Ended June 30, 2020 MasterCraft NauticStar Crest Consolidated Net sales $ 246,455 $ 54,930 $ 61,688 $ 363,073 Operating income (loss) 33,229 ( 17,681 ) ( 42,115 ) ( 26,567 ) Depreciation and amortization 4,679 3,454 2,394 10,527 Goodwill and other intangible asset impairment — 13,199 43,238 56,437 Purchases of property, plant and equipment 6,193 2,804 5,244 14,241 For the Year Ended June 30, 2019 MasterCraft NauticStar Crest (a) Consolidated Net sales $ 311,830 $ 77,995 76,556 $ 466,381 Operating income (loss) 53,989 ( 27,785 ) 7,055 33,259 Depreciation and amortization 3,481 2,684 1,622 7,787 Goodwill and other intangible asset impairment — 31,000 — 31,000 Purchases of property, plant and equipment 11,730 2,069 265 14,064 (a) Crest was acquired on October 1, 2018. The following table presents total assets for the Company’s reportable segments as of June 30, 2021, and 2020. 2021 2020 Assets: MasterCraft $ 353,088 $ 294,139 NauticStar 44,181 36,720 Crest 42,204 40,077 Eliminations ( 163,013 ) ( 163,013 ) Total assets $ 276,460 $ 207,923 14. QUARTERLY FINANCIAL REPORTING (UNAUDITED) The Company maintains its financial records on the basis of a fiscal year ending on June 30, with the fiscal quarters equaling thirteen weeks. The following tables set forth summary quarterly financial information for the years ended June 30, 2021 and 2020. Due to effects of rounding, the quarterly results presented may not sum to the fiscal year results presented. Fiscal Quarter Ended Fiscal Year Ended June 30, April 4, January 3, October 4, June 30, 2021 2021 2021 2020 2021 Net sales $ 155,532 $ 147,854 $ 118,677 $ 103,745 $ 525,808 Gross profit 37,241 37,227 29,273 26,230 129,971 Operating income 23,041 22,563 16,945 13,404 75,953 Net income $ 16,534 $ 17,568 $ 12,501 $ 9,567 $ 56,170 Basic earnings per common share $ 0.88 $ 0.93 $ 0.66 $ 0.51 $ 2.99 Diluted earnings per common share $ 0.87 $ 0.93 $ 0.66 $ 0.51 $ 2.96 Weighted average shares used for computation of: Basic earnings per common share 18,822,231 18,817,975 18,807,316 18,774,336 18,805,464 Diluted earnings per common share 19,021,220 18,989,629 18,928,408 18,866,826 18,951,521 F-29 Fiscal Quarter Ended Fiscal Year Ended June 30, March 29, December 29, September 29, June 30, 2020 2020 2019 2019 2020 Net sales $ 51,094 $ 102,562 $ 99,628 $ 109,789 $ 363,073 Gross profit 7,407 21,274 21,142 25,533 75,356 Goodwill and other intangible asset impairment (a) — 56,437 — — 56,437 Operating income (loss) ( 2,422 ) ( 47,177 ) 10,335 12,697 ( 26,567 ) Net income (loss) $ ( 2,836 ) $ ( 36,713 ) $ 6,879 $ 8,623 $ ( 24,047 ) Basic earnings (loss) per common share $ ( 0.15 ) $ ( 1.96 ) $ 0.37 $ 0.46 $ ( 1.28 ) Diluted earnings (loss) per common share $ ( 0.15 ) $ ( 1.96 ) $ 0.37 $ 0.46 $ ( 1.28 ) Weighted average shares used for computation of: Basic earnings per common share 18,743,915 18,739,480 18,730,688 18,723,845 18,734,482 Diluted earnings per common share 18,743,915 18,739,480 18,770,783 18,770,756 18,734,482 (a) Goodwill and other intangible asset impairment charges are discussed in Note 6 . F-30