MasterCraft Boat Holdings, Inc. 10-Q

ITEM 4. 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 Quarterly Report on Form 10-Q, 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 upon this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of April 3, 2022. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended April 3, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 28 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. For a discussion of the Company’s legal proceedings, see Part I – Item 1. – Note 6 Commitments and Contingencies to the Company’s unaudited condensed consolidated financial statements. ITEM 1A. RISK FACTORS. During the nine months ended April 3, 2022, there were no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS. Stock Repurchase Program On June 24, 2021, the board of directors of the Company authorized a stock repurchase program that allows for the repurchase of up to $50.0 million of our common stock during the three-year period ending June 24, 2024. During the first nine months of fiscal 2022, we repurchased approximately $21.5 million of our common stock, including approximately $10.1 million during the three months ended April 3, 2022. The remaining authorization under the program was approximately $28.5 million. During the three months ended April 3, 2022, the Company repurchased the following shares of common stock: Period Total Number of Shares Purchased Average Price Paid Per Share (a) Total Number of Shares Purchased as part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (dollars in thousands) January 3, 2022 - January 30, 2022 153,787 $ 24.19 153,787 $ 34,902 January 31, 2022 - February 27, 2022 42,687 27.09 42,687 33,745 February 28, 2022 - April 3, 2022 199,474 26.04 199,474 28,546 Total 395,948 25.43 395,948 28,546 (a) Represents weighted average price paid per share excluding commissions paid. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. None. ITEM 5. OTHER INFORMATION. None. 29 ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Incorporated by Reference Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 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 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer * 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ** 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.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * * Filed herewith. ** Furnished herewith. 30 SIGNATURES Pursuant to the requirements 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. MASTERCRAFT BOAT HOLDINGS, INC. (Registrant) Date: May 11, 2022 By: /s/ FREDERICK A. BRIGHTBILL Frederick A. Brightbill Chief Executive Officer (Principal Executive Officer) and Chairman of the Board Date: May 11, 2022 By: /s/ TIMOTHY M. OXLEY Timothy M. Oxley Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Secretary 31