Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36290

MALIBU BOATS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

5075 Kimberly Way, Loudon, Tennessee 37774

46-4024640

(State or other jurisdiction of
incorporation or organization)

(Address of principal executive offices,
including zip code)

(I.R.S. Employer
Identification No.)

(865) 458-5478

(Registrant’s telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	MBUU	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☑


Class A Common Stock, par value $0.01, outstanding as of October 25, 2023:	20,397,303	shares
Class B Common Stock, par value $0.01, outstanding as of October 25, 2023:	12	shares

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TABLE OF CONTENTS



		Page
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

SIGNATURES		37

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Form 10-Q are forward-looking statements, including statements regarding demand for our products and expected industry trends, our business strategy and plans, our prospective products or products under development, our vertical integration initiatives, our acquisition strategy and management’s objectives for future operations. In particular, many of the statements under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms, or by other similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions, involving known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such factors include, but are not limited to: general industry, economic and business conditions; our ability to execute our manufacturing strategy; our large fixed cost base; increases in the cost of, or unavailability of, raw materials, component parts and transportation costs; disruptions in our suppliers’ operations; our reliance on third-party suppliers for raw materials and components and any interruption of our informal supply arrangements; our reliance on certain suppliers for our engines and outboard motors; our ability to meet our manufacturing workforce needs; exposure to workers' compensation claims and other workplace liabilities; our ability to grow our business through acquisitions and integrate such acquisitions to fully realize their expected benefits; our growth strategy which may require us to secure significant additional capital; our ability to protect our intellectual property; disruptions to our network and information systems; our success at developing and implementing a new enterprise resource planning system; risks inherent in operating in foreign jurisdictions; a natural disaster, global pandemic or other disruption at our manufacturing facilities; increases in income tax rates or changes in income tax laws; our dependence on key personnel; our ability to enhance existing products and market new or enhanced products; the continued strength of our brands; the seasonality of our business; intense competition within our industry; increased consumer preference for used boats or the supply of new boats by competitors in excess of demand; competition with other activities for consumers’ scarce leisure time; changes in currency exchange rates; inflation and increases in interest rates; an increase in energy and fuel costs; our reliance on our network of independent dealers and increasing competition for dealers; the financial health of our dealers and their continued access to financing; our obligation to repurchase inventory of certain dealers; our exposure to claims for product liability and warranty claims; changes to U.S. trade policy, tariffs and import/export regulations; any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements; our holding company structure; covenants in our credit agreement governing our revolving credit facility which may limit our operating flexibility; our variable rate indebtedness which subjects us to interest rate risk; our obligation to make certain payments under a tax receivables agreement; and any failure to maintain effective internal control over financial reporting or disclosure controls or procedures. We discuss many of these factors, risks and uncertainties in greater detail under the heading “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2023, filed with the Securities and Exchange Commission on August 29, 2023, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from those suggested by the forward-looking statements for various reasons. Except as required by law, we assume no obligation to update forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations.

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Part I - Financial Information

Item 1. Financial Statements

MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In thousands, except share and per share data)


	Three Months Ended September 30,
	2023		2022
Net sales	$	255,830	$	302,211
Cost of sales	199,036		227,606
Gross profit	56,794		74,605
Operating expenses:
Selling and marketing	5,752		5,186
General and administrative	20,705		19,220
Amortization	1,715		1,716
Operating income	28,622		48,483
Other expense, net:
Other (income) expense, net	(10)		70
Interest expense	884		1,285
Other expense, net	874		1,355
Income before provision for income taxes	27,748		47,128
Provision for income taxes	6,978		11,023
Net income	20,770		36,105
Net income attributable to non-controlling interest	511		1,222
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883

Comprehensive income:
Net income	$	20,770	$	36,105
Other comprehensive (loss) income:
Change in cumulative translation adjustment	(751)		(1,436)
Other comprehensive (loss)	(751)		(1,436)
Comprehensive income	20,019		34,669
Less: comprehensive income attributable to non-controlling interest	493		1,173
Comprehensive income attributable to Malibu Boats, Inc.	$	19,526	$	33,496

Weighted-average shares outstanding used in computing net income per share:
Basic	20,586,487		20,459,849
Diluted	20,684,230		20,632,727
Net income available to Class A Common Stock per share:
Basic	$	0.98	$	1.70
Diluted	$	0.98	$	1.69

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


	September 30, 2023		June 30, 2023
Assets
Current assets
Cash	$	45,462	$	78,937
Trade receivables, net	64,846		68,381
Inventories, net	174,128		171,189
Prepaid expenses and other current assets	12,083		7,827

Total current assets	296,519		326,334
Property, plant and equipment, net	237,548		204,792
Goodwill	100,389		100,577
Other intangible assets, net	219,717		221,458
Deferred tax assets	58,566		62,573
Other assets	9,668		10,190
Total assets	$	922,407	$	925,924
Liabilities
Current liabilities

Accounts payable	$	37,995	$	40,402
Accrued expenses	109,478		187,078
Income taxes and tax distribution payable	839		847
Payable pursuant to tax receivable agreement, current portion	4,111		4,111
Total current liabilities	152,423		232,438
Deferred tax liabilities	28,650		28,453
Other liabilities	9,468		9,926
Payable pursuant to tax receivable agreement, less current portion	39,354		39,354
Long-term debt	65,000		—
Total liabilities	294,895		310,171
Commitments and contingencies (See Note 15)
Stockholders' Equity
Class A Common Stock, par value $0.01 per share, 100,000,000 shares authorized; 20,404,413 shares issued and outstanding as of September 30, 2023; 20,603,822 issued and outstanding as of June 30, 2023	202		204
Class B Common Stock, par value $0.01 per share, 25,000,000 shares authorized; 12 shares issued and outstanding as of September 30, 2023 and June 30, 2023	—		—
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2023 and June 30, 2023	—		—
Additional paid in capital	78,194		86,321
Accumulated other comprehensive loss	(5,091)		(4,340)
Accumulated earnings	545,956		525,697
Total stockholders' equity attributable to Malibu Boats, Inc.	619,261		607,882
Non-controlling interest	8,251		7,871
Total stockholders’ equity	627,512		615,753
Total liabilities and stockholders' equity	$	922,407	$	925,924

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)

(In thousands, except number of Class B shares)


	Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Accumulated Other Comprehensive Loss		Accumulated Earnings		Non-controlling Interest in LLC		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2023	20,603	$	204	12	$	—	$	86,321	$	(4,340)	$	525,697	$	7,871	$	615,753
Net income	—	—		—	—		—		—		20,259		511		20,770
Stock based compensation, net of withholding taxes on vested equity awards	—	—		—	—		1,443		—		—		—		1,443
Issuances of equity for services	—	—		—	—		47		—		—		—		47

Repurchase and retirement of common stock	(199)	(2)		—	—		(9,617)		—		—		—		(9,619)



Distributions to LLC Unit holders	—	—		—	—		—		—		—		(114)		(114)
Foreign currency translation adjustment	—	—		—	—		—		(751)		—		(17)		(768)
Balance at September 30, 2023	20,404	$	202	12	$	—	$	78,194	$	(5,091)	$	545,956	$	8,251	$	627,512


	Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Accumulated Other Comprehensive Loss		Accumulated Earnings		Non-controlling Interest in LLC		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2022	20,501	$	203	10	$	—	$	85,294	$	(3,507)	$	421,184	$	10,394	$	513,568
Net income	—	—		—	—		—		—		34,883		1,222		36,105
Stock based compensation, net of withholding taxes on vested equity awards	(12)	—		—	—		743		—		—		—		743
Issuances of equity for services	—	—		—	—		67		—		—		—		67

Repurchase and retirement of common stock	(144)	(1)		—	—		(7,867)		—		—		—		(7,868)



Distributions to LLC Unit holders	—	—		—	—		—		—		—		(696)		(696)
Foreign currency translation adjustment	—	—		—	—		—		(1,436)		—		(43)		(1,479)
Balance at September 30, 2022	20,345	$	202	10	$	—	$	78,237	$	(4,943)	$	456,067	$	10,877	$	540,440

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended September 30,
	2023		2022
Operating activities:
Net income	$	20,770	$	36,105
Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Non-cash compensation expense	1,460		1,635
Non-cash compensation to directors	297		290
Depreciation	6,324		5,296
Amortization	1,715		1,716
Deferred income taxes	4,199		1,137




Other items, net	533		617
Change in operating assets and liabilities:
Trade receivables	3,501		5,153
Inventories	(3,217)		(25,714)
Prepaid expenses and other assets	(4,549)		(3,784)
Accounts payable	(1,995)		7,154
Income taxes payable	675		8,846
Accrued expenses	(77,650)		(6,195)
Other liabilities	(474)		(567)
Net cash (used in) provided by operating activities	(48,411)		31,689
Investing activities:
Purchases of property, plant and equipment	(39,527)		(12,362)


Net cash used in investing activities	(39,527)		(12,362)
Financing activities:

Proceeds from revolving credit facility	75,000		121,700
Principal payments on long-term borrowings	—		(23,125)
Payments on revolving credit facility	(10,000)		(147,000)
Payment of deferred financing costs	—		(1,362)




Cash paid for withholding taxes on vested restricted stock	—		(871)
Distributions to LLC Unit holders	(776)		(1,045)
Repurchase and retirement of common stock	(9,619)		(7,868)
Net cash provided by (used in) financing activities	54,605		(59,571)
Effect of exchange rate changes on cash	(142)		(449)
Changes in cash	(33,475)		(40,693)
Cash—Beginning of period	78,937		83,744
Cash—End of period	$	45,462	$	43,051

Supplemental cash flow information:
Cash paid for interest	$	95	$	1,056
Cash paid for income taxes	579		760

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit and share and per share data)

1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies

Organization

Malibu Boats, Inc. (“MBI” and, together with its subsidiaries, the “Company” or "Malibu"), a Delaware corporation formed on November 1, 2013, is the sole managing member of Malibu Boats Holdings, LLC, a Delaware limited liability company (the "LLC"). The Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 810, Consolidation, consolidates the financial results of the LLC and its subsidiaries, and records a non-controlling interest for the economic interest in the Company held by the non-controlling holders of units in the LLC ("LLC Units"). The LLC was formed in 2006. The LLC, through its wholly owned subsidiary, Malibu Boats, LLC, (“Boats LLC”), is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, recreational powerboats that are sold through a world-wide network of independent dealers. The Company sells its boats under eight brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes and Cobalt brands. The Company reports its results of operations under three reportable segments -- Malibu, Saltwater Fishing and Cobalt.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu and subsidiaries for the year ended June 30, 2023, included in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted.

Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation.

Recent Accounting Pronouncements

There are no new accounting pronouncements that are expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

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2. Revenue Recognition

The following tables disaggregate the Company's revenue by major product type and geography:


	Three Months Ended September 30, 2023
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	99,439	$	92,252	$	57,104	$	248,795
Part and other sales	5,566		370		1,099		7,035
Net Sales	$	105,005	$	92,622	$	58,203	$	255,830

Revenue by geography:
North America	$	97,055	$	91,865	$	57,456	$	246,376
International	7,950		757		747		9,454
Net Sales	$	105,005	$	92,622	$	58,203	$	255,830


	Three Months Ended September 30, 2022
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	140,163	$	91,893	$	63,630	$	295,686
Part and other sales	5,005		340		1,180		6,525
Net Sales	$	145,168	$	92,233	$	64,810	$	302,211

Revenue by geography:
North America	$	130,650	$	88,941	$	62,281	$	281,872
International	14,518		3,292		2,529		20,339
Net Sales	$	145,168	$	92,233	$	64,810	$	302,211

Boat and Trailer Sales

Consists of sales of boats and trailers to the Company's dealer network, net of sales returns, discounts, rebates and free flooring incentives. Boat and trailer sales also includes optional boat features. Sales returns consist of boats returned by dealers under the Company's warranty program. Rebates, free flooring and discounts are incentives that the Company provides to its dealers based on sales of eligible products.

Part and Other Sales

Consists primarily of parts and accessories sales, royalty income and clothing sales. Parts and accessories sales include replacement and aftermarket boat parts and accessories sold to the Company's dealer network. Royalty income is earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of the Company's intellectual property.

3. Non-controlling Interest

The non-controlling interest on the unaudited interim condensed consolidated statements of operations and comprehensive income represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the unaudited interim condensed consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based

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on the portion of the LLC Units owned by such Unit holders. The ownership of the LLC is summarized as follows:


	As of September 30, 2023			As of June 30, 2023
	Units	Ownership %		Units	Ownership %
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC	455,919	2.2	%	455,919	2.2	%
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC	20,404,413	97.8	%	20,603,822	97.8	%
	20,860,332	100.0	%	21,059,741	100.0	%

Issuance of Additional LLC Units

Under the first amended and restated limited liability company agreement of the LLC, as amended (the "LLC Agreement"), the Company is required to cause the LLC to issue additional LLC Units to the Company when the Company issues additional shares of Class A Common Stock. Other than in connection with the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to the LLC net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause the LLC to issue a number of LLC Units equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Units held by the Company equals the number of outstanding shares of Class A Common Stock. During the three months ended September 30, 2023, the Company did not cause the LLC to issue any LLC Units to the Company. During the three months ended September 30, 2023, 133 LLC Units were canceled in connection with the reversal of previously vested awards and the retirement of 133 treasury shares in accordance with the LLC Agreement. Also during the three months ended September 30, 2023, 199,276 LLC Units were redeemed and canceled by the LLC in connection with the purchase and retirement of 199,276 treasury shares under the Company's stock repurchase program that expires on November 8, 2023.

Distributions and Other Payments to Non-controlling Unit Holders

Distributions for Taxes

As a limited liability company (treated as a partnership for income tax purposes), the LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, the LLC is required to distribute cash, to the extent that the LLC has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of LLC earnings. The LLC makes such tax distributions to its members based on an estimated tax rate and projections of taxable income. If the actual taxable income of the LLC multiplied by the estimated tax rate exceeds the tax distributions made in a calendar year, the LLC may make true-up distributions to its members, if cash or borrowings are available for such purposes. As of September 30, 2023 and June 30, 2023, tax distributions payable to non-controlling LLC Unit holders were $114 and $776, respectively. During the three months ended September 30, 2023 and 2022, tax distributions paid to the non-controlling LLC Unit holders were $776 and $1,045, respectively.

Other Distributions

Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC Units.

4. Inventories

Inventories, net consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Raw materials	$	136,266	$	142,948
Work in progress	25,585		19,222
Finished goods	12,277		9,019
Total inventories	$	174,128	$	171,189

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5. Property, Plant and Equipment

Property, plant and equipment, net consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Land	$	4,905	$	4,905
Building and leasehold improvements	119,442		119,324
Machinery and equipment	107,498		103,362
Furniture and fixtures	12,819		12,672
Construction in process	82,132		47,482
	326,796		287,745
Less: Accumulated depreciation	(89,248)		(82,953)
Property, plant and equipment, net	$	237,548	$	204,792

Depreciation expense was $6,324 and $5,296 for the three months ended September 30, 2023 and 2022, respectively, substantially all of which was recorded in cost of sales.

6. Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the three months ended September 30, 2023 were as follows:


	Malibu		Saltwater Fishing		Cobalt		Consolidated
Goodwill as of June 30, 2023	$	12,072	$	68,714	$	19,791	$	100,577

Effect of foreign currency changes on goodwill	(188)		—		—		(188)
Goodwill as of September 30, 2023	$	11,884	$	68,714	$	19,791	$	100,389

The components of other intangible assets were as follows:


	As of September 30, 2023		As of June 30, 2023		Estimated Useful Life (in years)	Weighted-Average Remaining Useful Life (in years)
Definite-lived intangibles:

Dealer relationships	$	131,659	$	131,725	15-20	15.4
Patent	2,600		2,600		15	8.8
Trade name	100		100		15	6.7
Non-compete agreement	45		46		10	1.1
Total	134,404		134,471
Less: Accumulated amortization	(32,887)		(31,213)
Total definite-lived intangible assets, net	101,517		103,258
Indefinite-lived intangible:
Trade name	118,200		118,200
Total other intangible assets, net	$	219,717	$	221,458

Amortization expense recognized on all amortizable intangibles was $1,715 and $1,716 for the three months ended September 30, 2023 and 2022, respectively.

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Estimated future amortization expenses as of September 30, 2023 are as follows:


Fiscal years ending June 30:	Amount
Remainder of 2024	$	5,088
2025	6,799
2026	6,797
2027	6,797
2028	6,797
2029 and thereafter	69,239
	$	101,517

7. Accrued Expenses

Accrued expenses consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Warranties	$	41,597	$	41,709
Dealer incentives	18,517		14,996
Accrued compensation	17,188		19,671
Current operating lease liabilities	2,324		2,324
Litigation settlement	—		100,000
Accrued legal and professional fees	21,866		1,899
Customer deposits	4,202		4,054
Other accrued expenses	3,784		2,425
Total accrued expenses	$	109,478	$	187,078

Litigation settlement represents the settlement of product liability cases in June 2023 for $100,000. Accrued legal and professional fees includes approximately $21,000 in insurance coverage proceeds that are subject in certain cases to reservations of rights by the insurance carriers. The proceeds will be considered a liability in accrued expenses until the resolution of the litigation. For more information, refer to Note 15 of our condensed consolidated financial statements included elsewhere in this report.

8. Product Warranties

The Company's Malibu and Axis brand boats have a limited warranty for a period up to five years. The Company's Cobalt brand boats have (1) a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount and (2) a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery. Gelcoat is covered up to three years for Cobalt and one year for Malibu and Axis. Pursuit brand boats have (1) a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of two years (excluding hull and deck structural components). Maverick, Pathfinder and Hewes brand boats have (1) a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of one year (excluding hull and deck structural components). Cobia brand boats have (1) a limited warranty for a period of up to ten years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of three years (excluding hull and deck structural components). For each boat brand, there are certain materials, components or parts of the boat that are not covered by the Company’s warranty and certain components or parts that are separately warranted by the manufacturer or supplier (such as the engine). Engines that the Company manufactures for Malibu and Axis models have a limited warranty of up to five years or five-hundred hours.

The Company’s standard warranties require it or its dealers to repair or replace defective products during the warranty period at no cost to the consumer. The Company estimates warranty costs it expects to incur and records a liability for such costs at the time the product revenue is recognized. The Company utilizes historical claims trends and analytical tools to develop the estimate of its warranty obligation on a per boat basis, by brand and warranty year. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per

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claim. The Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Beginning in model year 2016, the Company increased the term of its limited warranty for Malibu brand boats from three years to five years and for Axis brand boats from two years to five years. Beginning in model year 2018, the Company increased the term of its bow-to-stern warranty for Cobalt brand boats from three years to five years. Accordingly, the Company has less historical claims experience for warranty years four and five, and as such, these estimates give rise to a higher level of estimation uncertainty. Future warranty claims may differ from the Company’s estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods.

Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited interim condensed consolidated balance sheets, were as follows:


	Three Months Ended September 30,
	2023		2022
Beginning balance	$	41,709	$	38,673
Add: Warranty expense	6,414		6,405

Less: Warranty claims paid	(6,526)		(5,679)
Ending balance	$	41,597	$	39,399

9. Financing

Outstanding debt consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Term loan	$	—	$	—
Revolving credit loan	65,000		—

Total debt	65,000		—
Less current maturities	—		—
Long-term debt less current maturities	$	65,000	$	—

Long-Term Debt

On July 8, 2022, Boats LLC entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides Boats LLC with a revolving credit facility in an aggregate principal amount of up to $350,000. As of September 30, 2023, the Company had $65,000 outstanding under its revolving credit facility and $1,578 in outstanding letters of credit, with $283,422 available for borrowing. The revolving credit facility matures on July 8, 2027. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $200,000, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

The obligations of Boats LLC under the Credit Agreement are guaranteed by the LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the LLC, Boats LLC and such subsidiary guarantors. Malibu Boats, Inc. is not a party to the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Company's option, (i) the highest of the prime rate, the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%, or one-month Term SOFR (as defined in the Credit Agreement) plus 1% (the “Base Rate”) or (ii) SOFR (as defined in the Credit Agreement), in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings. The applicable margin is based upon the consolidated leverage ratio of the LLC and its subsidiaries. As of September 30, 2023, the interest rate on the Company’s revolving credit facility was 6.72%. The Company is required to pay a commitment fee for any unused portion of the revolving credit facility which ranges from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

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interest expense and a maximum ratio of total debt to EBITDA. The Credit Agreement contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, share repurchases, dividends and distributions, disposition of assets, transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes and governmental regulation. For example, the Credit Agreement generally prohibits the LLC, Boats LLC and the subsidiary guarantors from paying dividends or making distributions, including to the Company. The credit facility permits, however, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments that are required under the LLC’s tax receivable agreement, (iii) purchase of stock or stock options of the LLC from former officers, directors or employees of loan parties or payments pursuant to stock option and other benefit plans up to $5,000 in any fiscal year, and (iv) repurchases of the Company's outstanding stock and LLC Units. In addition, the LLC may make unlimited dividends and distributions if its consolidated leverage ratio is 2.75 or less and certain other conditions are met, subject to compliance with certain financial covenants.

The Credit Agreement also contains customary events of default. If an event of default has occurred and continues beyond any applicable cure period, the administrative agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing.

Covenant Compliance

As of September 30, 2023, the Company was in compliance with the financial covenants contained in the Credit Agreement.

10. Leases

The Company leases certain manufacturing facilities, warehouses, office space, land, and equipment. The Company determines if a contract is a lease or contains an embedded lease at the inception of the agreement. Leases with an initial term of 12 months or less are not recorded on the unaudited interim condensed consolidated balance sheets. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. The Company's lease liabilities do not include future lease payments related to options to extend or terminate lease agreements as it is not reasonably certain those options will be exercised.

Other information concerning the Company's operating leases accounted for under ASC Topic 842, Leases is as follows:


Classification		As of September 30, 2023		As of June 30, 2023
Assets
Right-of-use assets	Other assets	$	8,358	$	8,808

Liabilities
Current operating lease liabilities	Accrued expenses	$	2,324	$	2,324
Long-term operating lease liabilities	Other liabilities	7,317		7,843
Total lease liabilities		$	9,641	$	10,167


Classification		Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
Operating lease costs (1)	Cost of sales	$	705	$	667
	Selling and marketing, and general and administrative	240		219

Sublease income	Other (income) expense, net	(10)		(10)

Cash paid for amounts included in the measurement of operating lease liabilities	Cash flows from operating activities	664		623

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(1) Includes short-term leases, which are insignificant, and are not included in the lease liability.

The lease liability for operating leases that contain variable escalating rental payments with scheduled increases that are based on the lesser of a stated percentage increase or the cumulative increase in an index, are determined using the stated percentage increase.

The weighted-average remaining lease term as of September 30, 2023 and 2022 was 4.34 years and 5.31 years, respectively. As of September 30, 2023 and 2022, the weighted-average discount rate determined based on the Company's incremental borrowing rate is 3.69% and 3.64%, respectively.

Future annual minimum lease payments for the following fiscal years as of September 30, 2023 are as follows:


	Amount
Remainder of 2024	$	1,992
2025	2,370
2026	2,274
2027	2,258
2028	1,505
2029 and thereafter	1
Total	10,400
Less: imputed interest	(759)
Present value of lease liabilities	$	9,641

11. Tax Receivable Agreement Liability

The Company has a Tax Receivable Agreement with the pre-IPO owners of the LLC that provides for the payment by the Company to the pre-IPO owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to the Company entering into the Tax Receivable Agreement, including those attributable to payments under the Tax Receivable Agreement. These contractual payment obligations are obligations of the Company and not of the LLC. The Company's Tax Receivable Agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the Tax Receivable Agreement, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had the Company not entered into the Tax Receivable Agreement.

The following table reflects the changes to the Company's tax receivable agreement liability:


	As of September 30, 2023		As of June 30, 2023
Beginning fiscal year balance	$	43,465	$	45,541
Additions (reductions) to tax receivable agreement:
Exchange of LLC Units for Class A Common Stock	—		1,710
Adjustment for change in estimated state tax rate or benefits	—		188
Payments under tax receivable agreement	—		(3,974)
	43,465		43,465
Less: current portion under tax receivable agreement	(4,111)		(4,111)
Ending balance	$	39,354	$	39,354

The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, the Company (or its successor) would owe to the pre-IPO owners of the LLC a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement that would be based on certain assumptions, including a deemed exchange of LLC Units and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax

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benefits related to entering into the Tax Receivable Agreement. The Company also is entitled to terminate the Tax Receivable Agreement, which, if terminated, would obligate the Company to make early termination payments to the pre-IPO owners of the LLC. In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Units by the pre-IPO owners of the LLC, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.

As of September 30, 2023 and June 30, 2023, the Company recorded deferred tax assets of $118,148 associated with basis differences in assets upon acquiring an interest in the LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate Tax Receivable Agreement liability represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal tax return due by April 15, 2024.

12. Income Taxes

The Company is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. The LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income.

Income taxes are computed in accordance with ASC Topic 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made.

As of September 30, 2023 and June 30, 2023, the Company maintained a total valuation allowance of $16,895 and $16,876, respectively, against deferred tax assets related to state net operating losses and future amortization deductions (with respect to the Section 754 election) that are reported in the Tennessee corporate tax return without offsetting income, which is taxable at the LLC. These also include a valuation allowance in the amount of $580 related to foreign tax credit carryforward that is not expected to be utilized in the future.

The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including those related to the change in U.S. tax law as well as other adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law. The Inflation Reduction Act contains significant business tax provisions, including an excise tax on stock buybacks (1% for transactions beginning January 1, 2023), increased funding for IRS tax enforcement, expanded energy incentives promoting clean energy investment, and a 15% corporate minimum tax on certain large corporations. The effects of the new legislation are recognized upon enactment. The Company did not recognize any significant impact to income tax expense for the three months ended September 30, 2023 relating to the Inflation Reduction Act.

For the three months ended September 30, 2023 and 2022, the Company's effective tax rate was 25.1% and 23.4%, respectively. For the three months ended September 30, 2023 and 2022, the Company's effective tax rate exceeded the statutory federal income tax rate of 21% primarily due to the impact of U.S. state taxes. For the three months ended September 30, 2023, this increase in tax rate was partially offset by the benefit of the foreign derived intangible income deduction. For the three months ended September 30, 2022, this increase in tax rate was partially offset by a windfall benefit generated by certain stock-based compensation as well as the benefit of the foreign derived intangible income deduction.

13. Stock-Based Compensation

The Company adopted a long term incentive plan which became effective on January 1, 2014, and reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc. Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee. Incentive stock awards authorized under the Incentive Plan include unrestricted shares of Class A Common Stock, stock options, stock appreciation

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rights, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of September 30, 2023, 403,182 shares remain available for future issuance under the long term incentive plan.

The following is a summary of the changes in the Company's stock options for the three months ended September 30, 2023:



	Shares	Weighted-Average Exercise Price/Share
Total outstanding options as of June 30, 2023	17,973	$	37.55
Options granted	—	—
Options exercised	—	—

Outstanding options as of September 30, 2023	17,973	37.55
Exercisable as of September 30, 2023	17,973	$	37.55

The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the three months ended September 30, 2023:


	Number of Restricted Stock Units and Restricted Stock Awards Outstanding	Weighted-Average Grant Date Fair Value
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of June 30, 2023	324,824	$	57.98
Granted	802	58.66
Vested	(802)	58.66
Forfeited	(3,026)	56.72
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of September 30, 2023	321,798	$	57.99

Stock-based compensation expense attributable to the Company's share-based equity awards was $1,460 and $1,635 for the three months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense attributed to share-based equity awards issued under the Incentive Plan is recognized on a straight-line basis over the terms of the respective awards and is included in general and administrative expense in the Company's unaudited interim condensed consolidated statements of operations and comprehensive income. Awards vesting during the three months ended September 30, 2023 include 802 fully vested restricted stock units issued to non-employee directors for their service as directors for the Company.

14. Net Earnings Per Share

Basic net income per share of Class A Common Stock is computed by dividing net income attributable to the Company's earnings by the weighted-average number of shares of Class A Common Stock outstanding during the period. The weighted-average number of shares of Class A Common Stock outstanding used in computing basic net income per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common stockholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders.

Diluted net income per share of Class A Common Stock is computed similarly to basic net income per share except the weighted-average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company's LLC Units and non-qualified stock options are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents and stock options are calculated using the treasury stock method.

Stock awards with a performance condition that are based on the attainment of a specified amount of earnings are only included in the computation of diluted earnings per share to the extent that the performance condition would be achieved based on the current amount of earnings, and only if the effect would be dilutive.

Stock awards with a market condition that are based on the performance of the Company's stock price in relation to a market index over a specified time period are only included in the computation of diluted earnings per share to the extent that

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the shares would be issued based on the current market price of the Company's stock in relation to the market index, and only if the effect would be dilutive.

Basic and diluted net income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,
	2023		2022
Basic:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883
Shares used in computing basic net income per share:
Weighted-average Class A Common Stock	20,322,239		20,215,758
Weighted-average participating restricted stock units convertible into Class A Common Stock	264,248		244,091
Basic weighted-average shares outstanding	20,586,487		20,459,849
Basic net income per share	$	0.98	$	1.70

Diluted:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883


Shares used in computing diluted net income per share:
Basic weighted-average shares outstanding	20,586,487		20,459,849
Restricted stock units granted to employees	65,118		90,924
Stock options granted to employees	5,409		14,767
Market performance awards granted to employees	27,216		67,187
Diluted weighted-average shares outstanding 1	20,684,230		20,632,727
Diluted net income per share	$	0.98	$	1.69

1 The Company excluded 470,262 and 628,436 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2023 and 2022, respectively.

The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc. and are therefore not included in the calculation. Accordingly, basic and diluted net income per share of Class B Common Stock have not been presented.

15. Commitments and Contingencies

Repurchase Commitments

In connection with its dealers’ wholesale floor plan financing of boats, the Company has entered into repurchase agreements with various lending institutions. The reserve methodology used to record an estimated expense and loss reserve in each accounting period is based upon an analysis of likely repurchases based on current field inventory and likelihood of repurchase. Subsequent to the inception of the repurchase commitment, the Company evaluates the likelihood of repurchase and adjusts the estimated loss reserve accordingly. When a potential loss reserve is recorded, it is presented in accrued liabilities in the accompanying unaudited interim condensed consolidated balance sheets. If the Company were obligated to repurchase a significant number of units under any repurchase agreement, its business, operating results and financial condition could be adversely affected. The total amount financed under the floor financing programs with repurchase obligations was $400,747 and $385,448 as of September 30, 2023 and June 30, 2023, respectively.

Repurchases and subsequent sales are recorded as a revenue transaction. The net difference between the repurchase price and the resale price is recorded against the loss reserve and presented in cost of sales in the accompanying unaudited interim condensed consolidated statements of operations and comprehensive income. During the three months ended September 30, 2023 and 2022, there were no repurchases and as of September 30, 2023, the Company has not been notified about any probable repossessions. Therefore, the Company did not carry a reserve for repurchases as of September 30, 2023 consistent with June 30, 2023.

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The Company has collateralized receivables financing arrangements with a third-party floor plan financing provider for European dealers. Under terms of these arrangements, the Company transfers the right to collect a trade receivable to the financing provider in exchange for cash but agrees to repurchase the receivable if the dealer defaults. Since the transfer of the receivable to the financing provider does not meet the conditions for a sale under ASC Topic 860, Transfers and Servicing, the Company continues to report the transferred trade receivable in other current assets with an offsetting balance recorded as a secured obligation in accrued expenses in the Company's unaudited interim condensed consolidated balance sheets. As of September 30, 2023 and June 30, 2023, the Company had no financing receivables recorded in other current assets and accrued expenses related to these arrangements.

Roane County Property Purchase

On March 28, 2023, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to purchase certain real property, improvements and other assets from the seller for a cash purchase price of approximately $33,300. As of June 30, 2023, the Company had deposited approximately $7,800 in escrow pursuant to the Purchase Agreement. On July 25, 2023, the transaction closed and the Company paid the remaining $25,500 balance of the purchase price. In addition to the purchase price, the Company has incurred approximately $5,300 of capital expenditures through September 30, 2023 to update the facility to meet its operational needs and expects to incur additional capital expenditures of approximately $14,100 with respect to the facility.

Contingencies

Product Liability

The Company is engaged in a business that exposes it to claims for product liability and warranty claims in the event the Company’s products actually or allegedly fail to perform as expected or the use of the Company’s products results, or is alleged to result, in property damage, personal injury or death. Although the Company maintains product and general liability insurance of the types and in the amounts that the Company believes are customary for the industry, the Company is not fully insured against all such potential claims. The Company may have the ability to refer claims to its suppliers and their insurers to pay the costs associated with any claims arising from the suppliers’ products. The Company’s insurance covers such claims that are not adequately covered by a supplier’s insurance and provides for excess secondary coverage above the limits provided by the Company’s suppliers.

The Company may experience legal claims in excess of its insurance coverage or claims that are not covered by insurance, either of which could adversely affect its business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against the Company could have a material adverse effect on its financial condition and harm its reputation. In addition, if any of the Company's products are, or are alleged to be, defective, the Company may be required to participate in a recall of that product if the defect or alleged defect relates to safety. These and other claims that the Company faces could be costly to the Company and require substantial management attention. Refer to Note 8 for discussion of warranty claims. The Company insures against product liability claims and believes there are no product liability claims as of September 30, 2023 that will have a material adverse impact on the Company’s results of operations, financial condition or cash flows.

Litigation

Certain conditions may exist which could result in a loss, but which will only be resolved when future events occur. The Company, in consultation with its legal counsel, assesses such contingent liabilities, and such assessments inherently involve an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, the Company accrues for such contingent loss when it can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably estimable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. If the assessment of a contingency deemed to be both probable and reasonably estimable involves a range of possible losses, the amount within the range that appears at the time to be a better estimate than any other amount within the range would be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Management does not believe there are any pending claims (asserted or unasserted) as of September 30, 2023 that would have a material adverse impact on the Company's results of operations, financial condition or cash flows.

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Legal Proceedings

Insurance Litigation

MBI and its indirect subsidiary Boats LLC were defendants in the product liability case Batchelder et al. v. Malibu Boats, LLC, f/k/a Malibu Boats, Inc.; Malibu Boats West, Inc., et. al., Superior Court of Rabun County, Georgia, Civil Action Case No. 2016-CV-0114-C (the “Batchelder I Matter”), brought by, among others, Stephan Paul Batchelder and Margaret Mary Batchelder as Administrators of the Estate of Ryan Paul Batchelder, deceased (“Batchelder I Plaintiffs”). Boats LLC was also a defendant in a related product liability case, Stephan Paul Batchelder and Margaret Mary Batchelder, as Natural Guardians of Josh Patrick Batchelder, a minor; Darin Batchelder, individually, and as Natural Guardian of Zach Batchelder, a minor; and Kayla Batchelder (the “Batchelder II Plaintiffs” and, together with the Batchelder I Plaintiffs, the “Batchelder Plaintiffs”) v. Malibu Boats, LLC v. Dennis Michael Ficarra; Superior Court of Rabun County, Civil Action File No. 2022-CV-0034 (the “Batchelder II Matter” and, together with the Batchelder I Matter, the “Batchelder Matters”). On June 30, 2023, MBI and Boats LLC entered into a Confidential General Release and Settlement Agreement (the “Settlement Agreement”) with the Batchelder Plaintiffs in settlement of the Batchelder Matters and all matters related to the Batchelder Matters. Pursuant to the Settlement Agreement, among other things, Malibu Boats, Inc., or Boats LLC, as the case may be, paid (or caused to be paid) to the Batchelder Plaintiffs and their agents a total of $100,000, of which (a) $40,000 was paid to the Batchelder Plaintiffs and their agents promptly following the execution of the Settlement Agreement and (b) $60,000 was placed in an escrow account and held by the Escrow Agent pursuant to the terms of an Escrow Agreement. All conditions for releasing the $60,000 placed in the escrow account have been satisfied.

MBI and its subsidiaries, including Boats LLC, maintain liability insurance applicable to the Batchelder Matters described above with coverage up to $26,000. As of September 30, 2023, the Company had received approximately $21,000 in insurance coverage proceeds, subject in certain cases to reservations of rights by the insurance carriers. The Company contends that the insurance carriers are responsible for the entirety of the $100,000 settlement amount and related expenses, and therefore, the insurers’ payments to date are well below what they should have tendered to Boats LLC. Accordingly, on July 3, 2023, Boats LLC filed a complaint against Federal Insurance Company and Starr Indemnity & Liability Company alleging that the insurers unreasonably failed to comply with their obligations by refusing, negligently, and in bad faith, to settle covered claims within their available policy limits prior to trial. The Company intends to vigorously pursue its claims against its insurers to recover the full $100,000 settlement amount and expenses (less any monies already tendered without reservation by the carriers). However, the Company cannot predict the outcome of such litigation.

16. Segment Reporting

The Company has three reportable segments, Malibu, Saltwater Fishing and Cobalt. The Malibu segment participates in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sports boats throughout the world. The Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group brand boats (Maverick, Cobia, Pathfinder and Hewes). The Cobalt segment participates in the manufacturing, distribution, marketing and sale of Cobalt boats throughout the world.

There is no country outside of the United States from which the Company (a) derived net sales equal to 10% of total net sales for the three months ended September 30, 2023, or (b) attributed assets equal to 10% of total assets as of September 30, 2023. Net sales are attributed to countries based on the location of the dealer. The following tables present financial information for the Company’s reportable segments for the three months ended September 30, 2023 and 2022, respectively, and the Company’s financial position at September 30, 2023 and June 30, 2023, respectively:


	Three Months Ended September 30, 2023
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Net sales	$	105,005	$	92,622	$	58,203	$	255,830



Income before provision for income taxes	$	11,937	$	8,995	$	6,816	$	27,748




	Three Months Ended September 30, 2022
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Net sales	$	145,168	$	92,233	$	64,810	$	302,211



Income before provision for income taxes	$	27,916	$	10,260	$	8,952	$	47,128

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	As of September 30, 2023		As of June 30, 2023
Assets
Malibu	$	235,411	$	249,447
Saltwater Fishing	437,102		432,806
Cobalt	249,894		243,671
Total assets	$	922,407	$	925,924

17. Subsequent Events

On October 26, 2023, the Company's Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $100,000 of its Class A Common Stock and the LLC's LLC Units (the “2023 Repurchase Program”) for the period from November 8, 2023 to November 8, 2024. The Company intends to fund repurchases under the 2023 Repurchase Program from cash on hand.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto included herein.

Malibu Boats, Inc. is a Delaware corporation with its principal offices in Loudon, Tennessee. We use the terms “Malibu,” the “Company,” “we,” “us,” “our” or similar references to refer to Malibu Boats, Inc., its subsidiary, Malibu Boats Holdings, LLC, or the LLC, and its subsidiary Malibu Boats, LLC, or Boats, LLC and its consolidated subsidiaries, including Cobalt Boats, LLC, PB Holdco, LLC, through which we acquired the assets of Pursuit, and MBG Holdco, Inc., through which we acquired all of the outstanding stock of Maverick Boat Group, Inc.

Overview

We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats. Our product portfolio of premium brands are used for a broad range of recreational boating activities including, among others, water sports, general recreational boating and fishing. Our passion for consistent innovation, which has led to propriety technology such as Surf Gate, has allowed us to expand the market for our products by introducing consumers to new and exciting recreational activities. We design products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key component of their active lifestyle and provide consumers with a better customer-inspired experience. With performance, quality, value and multi-purpose features, our product portfolio has us well positioned to broaden our addressable market and achieve our goal of increasing our market share in the expanding recreational boating industry.

We currently sell our boats under eight brands as shown in the table below, and we report our results of operations under three reportable segments, Malibu, Saltwater Fishing and Cobalt. See Note 16 to our unaudited interim condensed consolidated financial statements for more information about our reporting segments.

% of Net Sales

Segment

Brands

Three Months Ended September 30, 2023

Fiscal year ended June 30, 2023

Malibu

41.0%

45.8%

Axis

Saltwater Fishing

Pursuit

36.2%

32.4%

Maverick

Cobia

Pathfinder

Hewes

Cobalt

22.8%

21.8%

Our Malibu segment participates in the manufacturing, distribution, marketing and sale throughout the world of Malibu and Axis performance sports boats. Our flagship Malibu boats offer our latest innovations in performance, comfort and convenience, and are designed for consumers seeking a premium performance sport boat experience. We are the market leader in the United States in the performance sport boat category through our Malibu and Axis boat brands. Our Axis boats appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features. Retail prices of our Malibu and Axis boats typically range from $80,000 to $300,000.

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Our Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group family of boats (Maverick, Cobia, Pathfinder and Hewes). Our Pursuit boats expand our product offerings into the saltwater outboard fishing market and include center console, dual console and offshore models. In December 2020, we acquired Maverick Boat Group and added Maverick, Cobia, Pathfinder and Hewes to our brands. Our Maverick Boat Group family of boats are highly complementary to Pursuit, expanding our saltwater outboard offerings with a strong focus in length segments under 30 feet. We are among the market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment. Retail prices for our Saltwater Fishing boats typically range from $45,000 to $1,400,000.

Our Cobalt segment participates in the manufacturing, distribution, marketing and sale throughout the world of Cobalt boats. Our Cobalt boats consist of mid to large-sized luxury cruisers and bowriders that we believe offer the ultimate experience in comfort, performance and quality. We are the market leader in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand. Retail prices for our Cobalt boats typically range from $75,000 to $625,000.

We sell our boats through a dealer network that we believe is the strongest in the recreational powerboat category. As of June 30, 2023, our worldwide distribution channel consisted of over 400 dealer locations globally. Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands. We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage.

On a consolidated basis, we achieved first quarter fiscal 2024 net sales, gross profit, net income and adjusted EBITDA of $255.8 million, $56.8 million, $20.8 million and $39.0 million, respectively, compared to $302.2 million, $74.6 million, $36.1 million and $57.1 million, respectively, for the first quarter of fiscal 2023. For the first quarter of fiscal 2024, net sales decreased 15.3%, gross profit decreased 23.9%, net income decreased 42.5% and adjusted EBITDA decreased 31.7% as compared to the first quarter of fiscal 2023. For the definition of adjusted EBITDA and a reconciliation to net income, see “GAAP Reconciliation of Non-GAAP Financial Measures.”

Outlook

During the COVID-19 pandemic, domestic retail demand for recreational powerboats increased to the highest levels seen by the industry in decades as consumers turned to boating as a form of outdoor, socially-distanced, recreation.

The combination of strong retail market activity in calendar years 2020 and 2021 along with supply chain disruptions in calendar year 2021 that continued through calendar year 2022 depleted inventory levels at our dealers in calendar year 2022 below pre-COVID levels.

Current inventory levels have now stabilized to pre-pandemic levels across all of our segments. While retail activity at our dealers trended lower during fiscal year 2023, given low inventory levels at the beginning of the fiscal year, we continued to experience strong wholesale demand throughout the first three quarters of fiscal year 2023. Now, as channel inventory is normalized, we believe wholesale demand will be directly dependent on the underlying retail activity for our products into the first half of fiscal year 2024.

We aim to increase our market share across the boating categories in which we compete through new product development, improved distribution, new models, and innovative features. Our industry, however, is highly competitive, and our competitors have become more aggressive in their product introductions, expanded their distribution capabilities, and launched surf systems competitive with our patented Surf Gate system. Further, our ability to maintain inventory levels at our dealers will be important to sustain and grow our market share across our brands. We believe our new product pipeline, strong dealer network and ability to increase production will allow us to maintain, and potentially expand, our leading market position in performance sports boats. We also believe that our track record of expanding our market share with our Malibu and Axis brands is directly transferable to our Cobalt, Pursuit and Maverick Boat Group brands.

As discussed above, our financial results and operations have been, and could continue to be, impacted by events outside of our control, including COVID-19 and supply chain disruptions that we believe were driven by numerous factors, such as labor shortages, ongoing domestic logistical constraints, West Coast port challenges and rising prices for our suppliers, in part due to inflationary pressures. Numerous other variables also have the potential to impact our volumes, both positively and negatively. For instance, elevated interest rates, which we are currently experiencing, could reduce retail consumer appetite for our product or reduce the appetite or availability for credit for our dealers and retail consumers.

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Factors Affecting Our Results of Operations

We believe that our results of operations and our growth prospects are affected by a number of factors, such as the economic environment and consumer demand for our products, our ability to develop new products and innovate, our product mix, our ability to manage manufacturing costs, sales cycles and inventory levels, the strength of our dealer network, our ability to offer dealer financing and incentives and our vertical integration efforts. We discuss each of these factors in more detail under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting Our Results of Operations” in our Form 10-K for the year ended June 30, 2023. While we do not have control of all factors affecting our results from operations, we work diligently to influence and manage those factors which we can impact to enhance our results of operations.

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Components of Results of Operations

Net Sales

We generate revenue from the sale of boats to our dealers. The substantial majority of our net sales are derived from the sale of boats, including optional features included at the time of the initial wholesale purchase of the boat. Net sales consists of the following:

•Gross sales from:

•Boat and trailer sales—consists of sales of boats and trailers to our dealer network. Nearly all of our boat sales include optional feature upgrades purchased by the consumer, which increase the average selling price of our boats; and

•Parts and other sales—consists of sales of replacement and aftermarket boat parts and accessories to our dealer network; and consists of royalty income earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of our intellectual property.

•Net sales are net of:

•Sales returns—consists primarily of contractual repurchases of boats either repossessed by the floor plan financing provider from the dealer or returned by the dealer under our warranty program; and

•Rebates and free flooring—consists of incentives, rebates and free flooring, we provide to our dealers based on sales of eligible products. For our Malibu and Cobalt segments, if a domestic dealer meets its monthly or quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified rebate. For our Saltwater Fishing segment, if a dealer meets its quarterly or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased. For Malibu, Cobalt and select Saltwater Fishing models, our dealers that take delivery of current model year boats in the offseason, typically July through April in the U.S., are also entitled to have us pay the interest to floor the boat until the earlier of (1) the sale of the unit or (2) a date near the end of the current model year, which incentive we refer to as “free flooring.” From time to time, we may extend the flooring program to eligible models beyond the offseason period.

Cost of Sales

Our cost of sales includes all of the costs to manufacture our products, including raw materials, components, supplies, direct labor and factory overhead. For components and accessories manufactured by third-party vendors, such costs represent the amounts invoiced by the vendors. Shipping costs and depreciation expense related to manufacturing equipment and facilities are also included in cost of sales. Warranty costs associated with the repair or replacement of our boats under warranty are also included in cost of sales.

Operating Expenses

Our operating expenses include selling and marketing, general and administrative costs and amortization costs. Each of these items includes personnel and related expenses, supplies, non-manufacturing overhead, third-party professional fees and various other operating expenses. Further, selling and marketing expenditures include the cost of advertising and various promotional sales incentive programs. General and administrative expenses include, among other things, salaries, benefits and other personnel related expenses for employees engaged in product development, engineering, finance, information technology, human resources and executive management. Other costs include outside legal and accounting fees, investor relations, risk management (insurance) and other administrative costs. General and administrative expenses also include product development expenses associated with our vertical integration initiative and acquisition or integration related expenses. Amortization expenses are associated with the amortization of intangibles.

Other Expense, Net

Other expense, net consists of interest expense and other income or expense, net. Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities. Other income or expense includes adjustments to our tax receivable agreement liability and sublease income.

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Income Taxes

Malibu Boats, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC. The LLC is a pass-through entity for federal purposes but incurs income tax in certain state jurisdictions. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income.

Net Income Attributable to Non-controlling Interest

As of each of September 30, 2023 and 2022, we had a 97.8% and a 97.1%, respectively, controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes. Net income attributable to non-controlling interest represents the portion of net income attributable to the non-controlling LLC members.

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Results of Operations

The table below sets forth our unaudited interim consolidated results of operations, expressed in thousands (except unit volume and net sales per unit) and as a percentage of net sales, for the periods presented. Our unaudited interim consolidated financial results for these periods are not necessarily indicative of the consolidated financial results that we will achieve in future periods. Certain totals for the table below will not sum to exactly 100% due to rounding.


	Three Months Ended September 30,
	2023				2022
	$		% Revenue		$		% Revenue
Net sales	255,830		100.0	%	302,211		100.0	%
Cost of sales	199,036		77.8	%	227,606		75.3	%
Gross profit	56,794		22.2	%	74,605		24.7	%
Operating expenses:
Selling and marketing	5,752		2.2	%	5,186		1.7	%
General and administrative	20,705		8.1	%	19,220		6.4	%
Amortization	1,715		0.7	%	1,716		0.6	%
Operating income	28,622		11.2	%	48,483		16.0	%
Other expense, net:
Other (income) expense, net	(10)		—	%	70		—	%
Interest expense	884		0.4	%	1,285		0.4	%
Other expense, net	874		0.4	%	1,355		0.4	%
Income before provision for income taxes	27,748		10.8	%	47,128		15.6	%
Provision for income taxes	6,978		2.7	%	11,023		3.7	%
Net income	20,770		8.1	%	36,105		11.9	%
Net income attributable to non-controlling interest	511		0.2	%	1,222		0.4	%
Net income attributable to Malibu Boats, Inc.	20,259		7.9	%	34,883		11.5	%

	Three Months Ended September 30,
	2023				2022
	Unit Volumes		% Total		Unit Volumes		% Total
Volume by Segment
Malibu	804		47.3	%	1,218		54.4	%
Saltwater Fishing	491		29.0	%	548		24.5	%
Cobalt	403		23.7	%	471		21.1	%
Total units	1,698		100.0	%	2,237		100.0	%

Net sales per unit	$	150,665			$	135,097

Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022

Net Sales

Net sales for the three months ended September 30, 2023 decreased $46.4 million, or 15.3%, to $255.8 million as compared to the three months ended September 30, 2022. The decrease in net sales was driven primarily by decreased unit volumes across all segments resulting primarily from decreased retail demand and increased dealer flooring program costs across all segments resulting from higher interest rates and increased inventory levels, partially offset by a favorable model mix across all segments and inflation-driven year-over-year price increases. Unit volume for the three months ended September 30, 2023, decreased 539 units, or 24.1%, to 1,698 units as compared to the three months ended September 30, 2022. Our unit

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volume decreased primarily due to lower wholesale shipments across all segments driven by lower retail activity during the period.

Net sales attributable to our Malibu segment decreased $40.2 million, or 27.7%, to $105.0 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Unit volumes attributable to our Malibu segment decreased 414 units for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, primarily due to lower wholesale shipments driven by lower retail activity during the period. The decrease in net sales was driven by a decrease in units and increased dealer flooring program costs, partially offset by a favorable model mix and inflation-driven year-over-year price increases.

Net sales attributable to our Saltwater Fishing segment increased $0.4 million, or 0.4%, to $92.6 million, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Unit volume decreased 57 units for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The increase in net sales was driven by inflation-driven year-over-year price increases and a favorable model mix, partially offset by a decrease in units and increased dealer flooring program costs.

Net sales attributable to our Cobalt segment decreased $6.6 million, or 10.2%, to $58.2 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Unit volumes attributable to Cobalt decreased 68 units for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The decrease in net sales was driven primarily by a decrease in units and increased dealer flooring program costs, partially offset by a favorable model mix and inflation-driven year-over-year price increases.

Overall consolidated net sales per unit increased 11.5% to $150,665 per unit for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Net sales per unit for our Malibu segment increased 9.6% to $130,603 per unit for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, driven by a favorable model mix and inflation-driven year-over-year price increases, partially offset by increased dealer flooring program costs. Net sales per unit for our Saltwater Fishing segment increased 12.1% to $188,640 per unit for the three months ended September 30, 2023 driven by a favorable model mix and inflation-driven year-over-year price increases, partially offset by increased dealer flooring program costs. Net sales per unit for our Cobalt segment increased 5.0% to $144,424 per unit for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, driven by a favorable model mix and inflation-driven year-over-year price increases, partially offset by increased dealer flooring program costs.

Cost of Sales

Cost of sales for the three months ended September 30, 2023 decreased $28.6 million, or 12.6%, to $199.0 million as compared to the three months ended September 30, 2022. The decrease in cost of sales was primarily driven by a 15.3% decrease in net sales due to lower unit volumes, partially offset by higher per unit material and labor costs of $7.5 million, $7.1 million, and $2.5 million for the Malibu, Saltwater Fishing and Cobalt segments, respectively. The increase in per unit material and labor costs was primarily driven by increased prices due to inflationary pressures and a favorable model mix that corresponds to higher net sales per unit in our Malibu and Cobalt segments, partially offset by unfavorable model mix in our Saltwater Fishing segment.

Gross Profit

Gross profit for the three months ended September 30, 2023 decreased $17.8 million, or 23.9%, to $56.8 million compared to the three months ended September 30, 2022. The decrease in gross profit was driven primarily by lower net sales partially offset by the decreased cost of sales for the reasons noted above. Gross margin for the three months ended September 30, 2023 decreased 250 basis points from 24.7% to 22.2% driven primarily by increased mix of the Saltwater Fishing segment and increased dealer flooring program costs.

Operating Expenses

Selling and marketing expenses for the three months ended September 30, 2023 increased $0.6 million, or 10.9% to $5.8 million compared to the three months ended September 30, 2022. The increase was driven primarily by increased promotional events and an increase in personnel-related expenses. As a percentage of sales, selling and marketing expenses increased 50 basis points to 2.2% for the three months ended September 30, 2023 compared to 1.7% for the three months ended September 30, 2022. General and administrative expenses for the three months ended September 30, 2023 increased $1.5 million, or 7.7%, to $20.7 million as compared to the three months ended September 30, 2022 driven primarily by an increase in personnel-related expenses. As a percentage of sales, general and administrative expenses increased 170 basis points to 8.1%

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for the three months ended September 30, 2023 compared to 6.4% for the three months ended September 30, 2022. Amortization expense remained flat at $1.7 million for the three months ended September 30, 2023.

Other Expense, Net

Other expense, net for the three months ended September 30, 2023 decreased by $0.5 million, or 35.5% to $0.9 million, compared to the three months ended September 30, 2022. The decrease in other expense resulted primarily from decreased interest expense during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

Provision for Income Taxes

Our provision for income taxes for the three months ended September 30, 2023, decreased $4.0 million, or 36.7%, to $7.0 million compared to the three months ended September 30, 2022. The decrease primarily resulted from decreased pre-tax earnings. For the three months ended September 30, 2023 and 2022, our effective tax rate of 25.1% and 23.4%, respectively, exceeded the statutory federal income tax rate of 21% primarily due to the impact of U.S. state taxes. For the three months ended September 30, 2023, this increase in tax rate was partially offset by the benefit of the foreign derived intangible income deduction. For the three months ended September 30, 2022, this increase in tax rate was partially offset by a windfall benefit generated by certain stock-based compensation as well as the benefit of the foreign derived intangible income deduction.

Non-controlling Interest

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our unaudited interim condensed consolidated statements of operations and comprehensive income is computed by multiplying pre-tax income for the applicable period, by the percentage ownership in the LLC not directly attributable to us. For the three months ended September 30, 2023 and 2022, the weighted-average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 2.2% and 2.9%, respectively.

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GAAP Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are used by management as well as by investors, commercial bankers, industry analysts and other users of our financial statements.

We define adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization and non-cash, non-recurring or non-operating expenses, including certain professional fees and non-cash compensation expense. We define adjusted EBITDA margin as adjusted EBITDA divided by net sales. Adjusted EBITDA and adjusted EBITDA margin are not measures of net income as determined by GAAP. Management believes adjusted EBITDA and adjusted EBITDA margin allow investors to evaluate the Company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance. Management uses adjusted EBITDA to assist in highlighting trends in our operating results without regard to our financing methods, capital structure and non-recurring or non-operating expenses. We exclude the items listed above from net income in arriving at adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, the methods by which assets were acquired and other factors. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets. Our presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDA and adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of net income as determined in accordance with GAAP to adjusted EBITDA and presentation of net income margin and adjusted EBITDA margin for the periods indicated (dollars in thousands):


	Three Months Ended September 30,
	2023			2022
Net income	$	20,770		$	36,105
Provision for income taxes	6,978			11,023
Interest expense	884			1,285
Depreciation	6,324			5,296
Amortization	1,715			1,716


Professional fees 1	857			—


Stock-based compensation expense 2	1,460			1,635




Adjusted EBITDA	$	38,988		$	57,060
Net Sales	$	255,830		$	302,211
Net Income Margin 3	8.1		%	11.9		%
Adjusted EBITDA Margin 3	15.2		%	18.9		%


(1)			For the three months ended September 30, 2023, represents legal and advisory fees related to product liability cases that were settled for $100.0 million in June 2023.
(2)			Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc. Long-Term Incentive Plan and profit interests issued under the previously existing limited liability company agreement of the LLC. See Note 13 to our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.
(3)			We calculate net income margin as net income divided by net sales and we define adjusted EBITDA margin as adjusted EBITDA divided by net sales.

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Adjusted Fully Distributed Net Income

We define Adjusted Fully Distributed Net Income as net income attributable to Malibu Boats, Inc. (i) excluding income tax expense, (ii) excluding the effect of non-recurring or non-cash items, (iii) assuming the exchange of all LLC Units into shares of Class A Common Stock, which results in the elimination of non-controlling interest in the LLC, and (iv) reflecting an adjustment for income tax expense on fully distributed net income before income taxes at our estimated effective income tax rate. Adjusted Fully Distributed Net Income is a non-GAAP financial measure because it represents net income attributable to Malibu Boats, Inc., before non-recurring or non-cash items and the effects of non-controlling interests in the LLC.

We use Adjusted Fully Distributed Net Income to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with GAAP, provides a more complete understanding of factors and trends affecting our business than GAAP measures alone.

We believe Adjusted Fully Distributed Net Income assists our board of directors, management and investors in comparing our net income on a consistent basis from period to period because it removes non-cash or non-recurring items, and eliminates the variability of non-controlling interest as a result of member owner exchanges of LLC Units into shares of Class A Common Stock.

In addition, because Adjusted Fully Distributed Net Income is susceptible to varying calculations, the Adjusted Fully Distributed Net Income measures, as presented in this Quarterly Report, may differ from and may, therefore, not be comparable to similarly titled measures used by other companies.

The following table shows the reconciliation of the numerator and denominator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock for the periods presented (in thousands except share and per share data):


	Three Months Ended September 30,
	2023		2022
Reconciliation of numerator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883
Provision for income taxes	6,978		11,023
Professional fees 1	857		—
Acquisition related expenses 2	1,677		1,677

Stock-based compensation expense 3	1,460		1,635





Net income attributable to non-controlling interest 4	511		1,222
Fully distributed net income before income taxes	31,742		50,440
Income tax expense on fully distributed income before income taxes 5	7,777		12,276
Adjusted fully distributed net income	$	23,965	$	38,164

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	Three Months Ended September 30,
	2023	2022
Reconciliation of denominator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock:
Weighted-average shares outstanding of Class A Common Stock used for basic net income per share:	20,586,487	20,459,849
Adjustments to weighted-average shares of Class A Common Stock:
Weighted-average LLC Units held by non-controlling unit holders 6	455,919	600,919
Weighted-average unvested restricted stock awards issued to management 7	232,584	254,781
Adjusted weighted-average shares of Class A Common Stock outstanding used in computing Adjusted Fully Distributed Net Income per Share of Class A Common Stock:	21,274,990	21,315,549

The following table shows the reconciliation of net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock for the periods presented:


	Three Months Ended September 30,
	2023		2022
Net income available to Class A Common Stock per share	$	0.98	$	1.70
Impact of adjustments:
Provision for income taxes	0.34		0.54
Professional fees 1	0.04		—
Acquisition related expenses 2	0.08		0.08

Stock-based compensation expense 3	0.07		0.08





Net income attributable to non-controlling interest 4	0.02		0.06
Fully distributed net income per share before income taxes	1.53		2.46
Impact of income tax expense on fully distributed income before income taxes 5	(0.38)		(0.60)
Impact of increased share count 8	(0.02)		(0.07)
Adjusted Fully Distributed Net Income per Share of Class A Common Stock	$	1.13	$	1.79

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(1)			For the three months ended September 30, 2023, represents legal and advisory fees related to product liability cases that were settled for $100.0 million in June 2023.
(2)			For the three months ended September 30, 2023 and 2022, represents amortization of intangibles acquired in connection with the acquisitions of Maverick Boat Group, Pursuit and Cobalt.

(3)			Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc. Long-Term Incentive Plan and profit interests issued under the previously existing limited liability company agreement of the LLC. See Note 13 to our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.


(4)			Reflects the elimination of the non-controlling interest in the LLC as if all LLC members had fully exchanged their LLC Units for shares of Class A Common Stock.
(5)			Reflects income tax expense at an estimated normalized annual effective income tax rate of 24.5% and 24.3% of income before income taxes for the three months ended September 30, 2023 and 2022, respectively, assuming the conversion of all LLC Units into shares of Class A Common Stock. The estimated normalized annual effective income tax rate for fiscal year 2024 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit, the foreign derived intangible income deduction, and foreign income taxes attributable to our Australian subsidiary.
(6)			Represents the weighted-average shares outstanding of LLC Units held by non-controlling interests assuming they were exchanged into Class A Common Stock on a one-for-one basis.
(7)			Represents the weighted-average unvested restricted stock awards included in outstanding shares during the applicable period that were convertible into Class A Common Stock and granted to members of management.
(8)			Reflects impact of increased share counts assuming the exchange of all weighted-average shares outstanding of LLC Units into shares of Class A Common Stock and the conversion of all weighted-average unvested restricted stock awards included in outstanding shares granted to members of management.

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Liquidity and Capital Resources

Overview and Primary Sources of Cash

Our primary uses of cash have been for funding working capital and capital investments, repayments under our debt arrangements, acquisitions, cash distributions to members of the LLC, cash payments under our tax receivable agreement and stock repurchases under our stock repurchase program. For both the short term and the long term, our sources of cash to meet these needs have primarily been operating cash flows, borrowings under our revolving credit facility and short and long-term debt financings from banks and financial institutions. We believe that our cash on hand, cash generated by operating activities and funds available under our revolving credit facility will be sufficient to finance our operating activities for at least the next twelve months and beyond. In the first quarter of fiscal year 2024, we had a one-time payment of $100.0 million with respect to a settlement agreement entered in connection with the settlement of all Batchelder-related product liability matters. We borrowed $75.0 million under the revolving credit facility to fund a portion of that payment and, subsequently, repaid $10.0 million under the revolving credit facility during the first quarter of fiscal year 2024. See Note 15 to our unaudited interim condensed consolidated financial statements for more information about the settlement of the product liability matters.

Material Cash Requirements

Capital Expenditures. For fiscal year 2023, we incurred approximately $54.8 million in capital expenditures related to the completion of our Tooling Design Center as well as new models, capacity enhancements and vertical integration initiatives. We expect capital expenditures between $70.0 million and $80.0 million for fiscal year 2024 primarily for the outfitting of our Roane County property and investments in new models, capacity enhancements and vertical integration initiatives. Other investment opportunities, such as potential strategic acquisitions, may require additional funding.

Roane County Property Purchase and Related Improvements. On March 28, 2023, we entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to purchase certain real property, improvements and other assets from the seller for a cash purchase price of approximately $33.3 million. On July 25, 2023, the transaction closed and we paid the $25.5 million balance of the purchase price. In addition to the purchase price, we have incurred approximately $5.3 million of capital expenditures through September 30, 2023 to update the facility to meet our operational needs and expect to incur additional capital expenditures of approximately $14.1 million with respect to the facility.

Principal and Interest Payments. On July 8, 2022, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides us with a revolving credit facility in an aggregate principal amount of up to $350.0 million. As of September 30, 2023, we had $65.0 million outstanding under our revolving credit facility and $1.6 million in outstanding letters of credit, with $283.4 million available for borrowing. The revolving credit facility matures on July 8, 2027. Assuming no additional repayments or borrowings on our revolving credit facility after September 30, 2023, our interest payments would be approximately $4.4 million within the next 12 months based on the interest rate at September 30, 2023 of 6.72%. See below under “Revolving Credit Facility” for additional information regarding our revolving credit facility, including the interest rate applicable to any borrowing under such facility.

Tax Receivable Agreement. We entered into a tax receivable agreement with our pre-IPO owners at the time of our initial public offering. Under the tax receivables agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings. We estimate that approximately $4.1 million will be due under the tax receivable agreement within the next 12 months. In accordance with the tax receivable agreement, the next payment is anticipated to occur approximately 75 days after filing the federal tax return which is due on April 15, 2024.

Operating Lease Obligations. Lease commitments consist principally of leases for our manufacturing facilities. Our expected operating lease payments due within the next 12 months are $2.6 million and our total committed lease payments are $10.4 million as of September 30, 2023. Additional information regarding our operating leases is available in Note 10 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Purchase Obligations. In the ordinary course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout fiscal year 2024 and 2025. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled. As of September 30, 2023, we had purchase orders in the amount of $76.3 million due within the next 12 months.

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Stock Repurchase Program. Our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $100.0 million of our Class A Common Stock and the LLC's LLC Units for the period from November 8, 2022 to November 8, 2023. During the three months ended September 30, 2023, we repurchased 199,276 shares of Class A Common Stock for $9.6 million in cash including related fees and expenses. As of September 30, 2023, $90.4 million was available to repurchase shares of Class A Common Stock and LLC Units under the 2022 Repurchase Program. On October 26, 2023, our Board of Directors authorized a new stock repurchase program to allow for the repurchase of up to $100.0 million of our Class A Common Stock and the LLC's LLC Units for the period from November 8, 2023 to November 8, 2024. We may repurchase shares of our common stock at any time or from time to time, without prior notice, subject to market conditions and other considerations. We have no obligation to repurchase any shares of our common stock under the share repurchase program. We intend to fund stock repurchases from cash on hand.

Our future capital requirements beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are more uncertain as a result of inflation, increasing interest rates, increasing fuel prices. Our liquidity needs during this uncertain time will depend on multiple factors, including our ability to continue operations and production of boats, the performance of our dealers and suppliers, the impact of the general economy on our dealers, suppliers and retail customers, the availability of sufficient amounts of financing, and our operating performance.

The following table summarizes the cash flows from operating, investing and financing activities (dollars in thousands):


	Three Months Ended September 30,
	2023		2022
Total cash (used in) provided by:
Operating activities	$	(48,411)	$	31,689
Investing activities	(39,527)		(12,362)
Financing activities	54,605		(59,571)
Impact of currency exchange rates on cash balances	(142)		(449)
(Decrease) in cash	$	(33,475)	$	(40,693)

Operating Activities

Net cash used in operating activities was $48.4 million for the three months ended September 30, 2023, compared to net cash provided by operating activities of $31.7 million for the three months ended September 30, 2022, a change of $80.1 million. The decrease in cash provided by operating activities resulted from a decrease of $11.5 million in net income (after consideration of non-cash items included in net income, primarily related to depreciation, amortization, deferred tax assets and non-cash compensation) coupled with net decrease in operating assets and liabilities of $68.6 million related to a one-time payment of $100.0 million with respect to a settlement agreement entered in connection with all Batchelder-related product liability matters as well as the timing of collections of accounts receivables, payments for accruals and payables, and purchases of inventory.

Investing Activities

Net cash used in investing activities was $39.5 million for the three months ended September 30, 2023, and $12.4 million for the three months ended September 30, 2022. Net cash used for investing activities for the three months ended September 30, 2023 was primarily related to increased capital expenditures compared to the three months ended September 30, 2022.

Financing Activities

Net cash provided by financing activities was $54.6 million for the three months ended September 30, 2023, compared to net cash used in financing activities of $59.6 million for the three months ended September 30, 2022, a change of $114.2 million. During the three months ended September 30, 2023, we borrowed $65.0 million, net of repayments, under our revolving credit facility and repurchased $9.6 million of our Class A Common Stock under our current stock repurchase program. We also paid $0.8 million in distributions to LLC Unit holders. During the three months ended September 30, 2022, we repaid $23.1 million on our term loans, repaid $25.3 million, net of borrowings, under our revolving credit facility and repurchased $7.9 million of our Class A Common Stock under our prior stock repurchase program. We also paid $0.9 million

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on taxes for shares withheld upon the vesting of restricted stock awards, paid $1.0 million in distributions to LLC Unit holders and paid $1.4 million in deferred financing costs.

Revolving Credit Facility

On July 8, 2022, Boats LLC entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides Boats LLC with a revolving credit facility in an aggregate principal amount of up to $350.0 million. As of September 30, 2023 the Company had $65.0 million outstanding under its revolving credit facility and $1.6 million in outstanding letters of credit, with $283.4 million available for borrowing. The revolving credit facility matures on July 8, 2027. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $200.0 million, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

Our indirect subsidiary, Malibu Boats, LLC is the borrower under the Credit Agreement and its obligations are guaranteed by the LLC and, subject to certain exceptions, the present and future domestic subsidiaries of Malibu Boats, LLC, and all such obligations are secured by substantially all of the assets of the LLC, Malibu Boats, LLC and such subsidiary guarantors. Malibu Boats, Inc. is not a party to the Credit Agreement.

All borrowings under the Credit Agreement bear interest at a rate equal to either, at our option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month Term SOFR plus 1% (the “Base Rate”) or (ii) SOFR, in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings. The applicable margin will be based upon the consolidated leverage ratio of the LLC and its subsidiaries. We are required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

The Credit Agreement contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as the occurrence of any event of default or pending or threatened litigation. The Credit Agreement also requires compliance with certain customary financial covenants consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA. The Credit Agreement contains restrictive covenants regarding indebtedness, liens, fundamental changes, investments, share repurchases, dividends and distributions, disposition of assets, transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes and governmental regulation.

Repurchase Commitments

Our dealers have arrangements with certain finance companies to provide secured floor plan financing for the purchase of our boats. These arrangements indirectly provide liquidity to us by financing dealer purchases of our products, thereby minimizing the use of our working capital in the form of accounts receivable. A majority of our sales are financed under similar arrangements, pursuant to which we receive payment within a few days of shipment of the product. We have agreed to repurchase products repossessed by the finance companies if a dealer defaults on its debt obligations to a finance company and the boat is returned to us, subject to certain limitations. Our financial exposure under these agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. During the three months ended September 30, 2023 and 2022, we did not repurchase any boats under our repurchase agreements. An adverse change in retail sales could require us to repurchase repossessed units upon an event of default by any of our dealers, subject to the annual limitation.

Critical Accounting Policies

As of September 30, 2023, there were no significant changes in the application of our critical accounting policies or estimation procedures from those presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to our Annual Report on Form 10-K for the year ended June 30, 2023, for a complete discussion on the Company’s market risk. There have been no material changes in market risk from those disclosed in the Company's Form 10-K for the year ended June 30, 2023.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and interim 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, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and interim chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and interim chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

The discussion of legal matters under the section entitled "Legal Proceedings" is incorporated by reference from Note 15 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Item 1A. Risk Factors

During the quarter ended September 30, 2023, there were no material changes to the risk factors discussed in Part I, Item 1A. "Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

None.

Repurchase of Class A Common Stock

This table provides information with respect to purchases by us of shares of our Class A Common Stock under our Repurchase Program during the quarter ended September 30, 2023 (in thousands except share and per share data).


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (1)
July 1, 2023 through July 31, 2023	—	$	—	—	$	100,000
August 1, 2023 through August 31, 2023	—	—		—	100,000
September 1, 2023 through September 30, 2023	199,276	48.27		199,276	90,381
Total	199,276	$	48.27	199,276	$	90,381

(1) On November 3, 2022, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $100.0 million of our Class A Common Stock and the LLC's LLC Units for the period from November 8, 2022 to November 8, 2023. Upon repurchase, the shares were classified as treasury stock and then subsequently retired. In accordance with the terms of the LLC’s limited liability company agreement, an equal number of LLC Units were also canceled. As of September 30, 2023, we may repurchase up to an additional $90.4 million in shares of Class A Common Stock and LLC Units under this program. On October 26, 2023, our Board of Directors authorized a new stock repurchase program to allow for the repurchase of up to $100.0 million of our Class A Common Stock and the LLC's LLC Units for the period from November 8, 2023 to November 8, 2024. Our share repurchase programs do not obligate us to repurchase a minimum amount of shares. Under the programs, shares of Class A Common Stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit No.						Description
3.1						Certificate of Incorporation of Malibu Boats, Inc. 1
3.2						Amended and Restated Bylaws of Malibu Boats, Inc. 2
3.3						Certificate of Formation of Malibu Boats Holdings, LLC 1
3.4						First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 3
3.4.1						First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 4
3.4.2						Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 5
4.1						Description of Class A Common Stock
4.2						Form of Class A Common Stock Certificate 1
4.3						Form of Class B Common Stock Certificate 1
4.4						Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 3
4.5						Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Members of Malibu Boats Holdings, LLC 3
4.6						Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 3
31.1						Certificate of the Chief Executive Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certificate of the Interim Chief Financial Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of the Chief Executive Officer and Interim Chief Financial Officer of Malibu Boats, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 were formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations and Comprehensive Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (Included as Exhibit 101).

(1) Filed as an exhibit to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-192862) filed on January 8, 2014.

(2) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 7, 2023.

(3) Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-36290) filed on February 6, 2014.

(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q/A (File No. 001-36290) filed on May 13, 2014.

(5) Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on June 27, 2014.

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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.


October 31, 2023	MALIBU BOATS, INC.

	By:	/s/ Jack Springer
		Jack Springer, Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ David Black
		David Black, Interim Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 4.1

DESCRIPTION OF CAPITAL STOCK OF MALIBU BOATS, INC.

General

The following description of the rights of Malibu Boats, Inc.’s (“our” or “we”) Class A Common Stock, Class B Common Stock and preferred stock and of certain provisions of our certificate of incorporation and our amended and restated bylaws (our “bylaws”) is a summary only and does not purport to be complete. For more detailed information, please see our certificate of incorporation and bylaws, which are filed as exhibits to reports we file with the Securities and Exchange Commission (“SEC”), and the Delaware General Corporation Law.

Authorized Capitalization

Our certificate of incorporation provides for two classes of common stock. In addition, our certificate of incorporation authorizes shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our Board of Directors.

Our authorized capital stock consists of shares, all with a par value of $0.01 per share, of which:

•100,000,000 shares are designated as Class A Common Stock;

•25,000,000 shares are designated as Class B Common Stock; and

•25,000,000 shares are designated as preferred stock.

Common Stock

Voting Rights

General. Pursuant to our certificate of incorporation and bylaws, each share of Class A Common Stock entitles the holder to one vote with respect to each matter presented to our stockholders on which the holders of Class A Common Stock are entitled to vote. Each share of Class B Common Stock is entitled to the number of votes equal to the total number of units (“LLC Units”) of Malibu Boats Holdings, LLC (the “LLC”) held by such holder for each matter presented to our stockholders on which the holders of Class B Common Stock are entitled to vote. Subject to any rights that may be applicable to any then outstanding preferred stock, our Class A and Class B Common Stock vote as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our certificate of incorporation or bylaws or required by applicable law. Holders of our Class A Common Stock and Class B Common Stock do not have cumulative voting rights.

Vote Required. Except in respect of matters relating to the election of directors to our Board of Directors and as otherwise provided in our certificate of incorporation, our bylaws, or as required by law or applicable stock exchange rules, all matters to be voted on by our stockholders must be approved by a majority of the votes cast on such matter (excluding abstentions and broker non-votes).

Election of Directors. Except as otherwise provided by our certificate of incorporation, our bylaws or as required by law, directors shall be elected to our Board of Directors by a plurality of the votes cast.

Dividends

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Class A Common Stock are entitled to share equally, identically and ratably in any dividends that our Board of Directors may determine to issue from time to time. Holders of our Class B Common Stock do not have any right to receive dividends.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our Class A Common Stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of our debts and other liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our Class A Common Stock. Holders of our Class B Common Stock do not have any right to receive a distribution upon a voluntary or involuntary liquidation, dissolution or winding up of our affairs.

Other Rights

Holders of our Class A Common Stock have no preemptive, conversion or other rights to subscribe for additional shares. The rights, preferences and privileges of the holders of our Class A Common Stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Preferred Stock

Our Board of Directors has the authority, without further action by our stockholders, to designate and issue up to 25,000,000 shares of preferred stock in one or more series. Our Board of Directors may also designate the rights, preferences and privileges of the holders of each such series of preferred stock, any or all of which may be greater than or senior to those granted to the holders of common stock. Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until our Board of Directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include:

•diluting the voting power of the holders of common stock;

•reducing the likelihood that holders of common stock will receive dividend payments;

•reducing the likelihood that holders of common stock will receive payments in the event of our liquidation, dissolution, or winding up; and

•delaying, deterring or preventing a change-in-control or other corporate takeover.

As of September 30, 2023, no shares of preferred stock were issued and outstanding.

Warrants

As of September 30, 2023, no warrants to purchase our Class A Common Stock were outstanding.

Anti-Takeover Provisions

Set forth below is a summary of the relevant provisions of our certificate of incorporation and bylaws and certain applicable sections of the General Corporation Law of the State of Delaware. For additional information we refer you to the provisions of our certificate of incorporation, our bylaws and such sections of the General Corporation Law of the State of Delaware.

Our certificate of incorporation and bylaws contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and that could make it more difficult to acquire control of our company by means of a tender offer, open market purchases, a proxy contest or otherwise. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our Board of Directors the power to discourage acquisitions that some stockholders may favor. In addition, these provisions may have the effect of assisting our management to retain its position and place it in a better position to resist changes that the stockholders may want to make if dissatisfied with the conduct of our business. A description of these provisions is set forth below.

Classified Board

Our certificate of incorporation provides for our Board of Directors to be divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding is able to elect all of our directors.

No Action by Written Consent of Stockholders

Subject to the rights of any holders of any of our preferred stock, our certificate of incorporation provides that all stockholder actions must be effected at a duly called meeting of stockholders and not by a consent in writing.

Special Meetings of Stockholders.

Except as otherwise required by law and subject to the rights of any holders of any of our preferred stock, only the chair of the board or a majority of our Board of Directors may call a special meeting of stockholders.

Supermajority Vote to Amend Certificate of Incorporation or Bylaws

Our Certificate of Incorporation provides that no provision of the Certificate of Incorporation may be altered, amended or repealed in any respect without the approval by the affirmative vote of holders of a majority of the outstanding shares entitled to vote thereon, except that the affirmative vote of holders of 66 2/3% of the outstanding shares entitled to vote thereon must approve any alteration to, amendment or repeal of, or provision relating to the election and classification of our directors,

meetings of our stockholders, and amendments to our Certificate of Incorporation or our bylaws. Our bylaws may be amended or repealed by a majority vote of our board of directors without stockholder approval. In addition, our Certificate of Incorporation provides that our bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares entitled to vote thereon.

Advance Notice Procedure

Our bylaws provide that only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws also limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

Our bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual or special meeting of the stockholders. This notice procedure provides that only persons who are nominated by, or at the direction of, our Board of Directors or any duly authorized committee of our Board of Directors, or by a stockholder who is entitled to vote at the meeting and who has given timely written notice to the secretary of our company prior to the meeting at which directors are to be elected, will be eligible for election as directors. Further, our bylaws provide that the number of nominees a stockholder may nominate for election at an annual or special meeting of stockholders pursuant to the advance notice procedure shall not exceed the number of directors to be elected at such meeting. The procedure also requires that, in order to raise matters at an annual or special meeting, those matters must be raised before the meeting pursuant to the notice of meeting the company delivers or by, or at the direction of, our Board of Directors or any duly authorized committee of the Board of Directors, or by a stockholder who is entitled to vote at the meeting and who has given timely written notice to our secretary of his, her or its intention to raise those matters at the annual or special meeting. If the officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the notice procedure, that person will not be eligible for election as a director, or that business will not be conducted at the meeting, as applicable.

These provisions may have the effect of deterring hostile takeovers or delaying changes in our control or management. The provisions also are intended to discourage certain tactics that may be used in proxy fights. Such provisions could have the effect, however, of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Blank Check Preferred Stock

As discussed above, the issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could make it more difficult for a third party to acquire, or could adversely affect the rights of our common stockholders by restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock or delaying or preventing a change in control without further action by the stockholders.

Authorized but Unissued Shares

Under Delaware law, our authorized but unissued shares of common stock are available for future issuance without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•before such date, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•on or after such date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

•any merger or consolidation involving the corporation and the interested stockholder;

•any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Limitations of Liability and Indemnification Matters

We have adopted provisions in our certificate of incorporation that limit or eliminate the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the Delaware General Corporation Law. Accordingly, our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except with respect to any of the following:

•any breach of their duty of loyalty to us or our stockholders;

•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•any transaction from which the director derived an improper personal benefit.

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. If Delaware law is amended to authorize the further elimination or limiting of director liability, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law as so amended.

Our certificate of incorporation and our bylaws also provide that we shall indemnify our directors and officers and shall indemnify our other officers and employees and other agents to the fullest extent permitted by law. Our bylaws also permit us, upon approval by our Board of Directors, to purchase insurance on behalf of any person who is required or permitted to be indemnified by the bylaws.

We have entered into indemnification agreements with each of our directors and executive officers that are, in some cases, broader than the specific indemnification provisions provided by Delaware law and our governing documents, and may provide additional procedural protection. These agreements require us, among other things, to:

•indemnify officers and directors against certain liabilities that may arise because of their status as officers and directors;

•advance expenses, as incurred, to officers and directors in connection with a legal proceeding subject to limited exceptions; and

•cover officers and directors under any general or directors’ and officers’ liability insurance policy maintained by us.

We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In addition, we maintain standard policies of insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provisions or otherwise as a matter of law.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Exchange Listing

Our Class A Common Stock is listed on the Nasdaq Global Select Market under the symbol “MBUU.”

Forum Selection Clauses

General. Our certificate of incorporation provides that except for (i) actions in which the Court of Chancery in the State of Delaware concludes that an indispensable party is not subject to the jurisdiction of the Delaware courts, and (ii) actions in which a federal court has assumed exclusive jurisdiction of a proceeding, any derivative action brought by us or on our behalf, and any direct action brought by a stockholder against us or any of our directors or officers, alleging a violation of the Delaware General Corporation Law, our certificate of incorporation or bylaws or breach of fiduciary duties or other violation of Delaware decisional law relating to our internal affairs, shall be brought in the Court of Chancery in the State of Delaware, which shall be the sole and exclusive forum for such proceedings; provided, however, that we may consent to an alternative forum for any such proceedings upon the approval of our Board of Directors. This exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Securities Exchange Act of 1934, as amended or the Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision in our certificate of incorporation will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Securities Act Matters. Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

These exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees or stockholders, which may discourage lawsuits against us and our directors, officers and other employees and stockholders.

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jack Springer, certify that:


1.			I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 of Malibu Boats, Inc.;

2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: October 31, 2023


			/s/ Jack Springer
			Jack Springer
			Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Black, certify that:


1.			I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 of Malibu Boats, Inc.;

2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: October 31, 2023


			/s/ David Black
			David Black
			Interim Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Jack Springer, Chief Executive Officer of Malibu Boats, Inc. (the “Company”), and David Black, Interim Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:


(1)			The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, to which this Certification is attached as Exhibit 32 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned have set their hands hereto as of the 31st day of October, 2023.


/s/ David Black						/s/ Jack D. Springer
David Black						Jack D. Springer
Interim Chief Financial Officer						Chief Executive Officer

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Malibu Boats, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

Cover Page - shares	3 Months Ended
Cover Page - shares	Sep. 30, 2023	Oct. 25, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36290
Entity Registrant Name	MALIBU BOATS, INC.
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5075 Kimberly Way
Entity Address, City or Town	Loudon
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37774
Entity Tax Identification Number	46-4024640
City Area Code	865
Local Phone Number	458-5478
Title of 12(b) Security	Class A Common Stock, par value $0.01
Trading Symbol	MBUU
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Smaller Reporting Company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001590976
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--06-30
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,397,303
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 255,830	$ 302,211
Cost of sales	199,036	227,606
Gross profit	56,794	74,605
Operating expenses:
Selling and marketing	5,752	5,186
General and administrative	20,705	19,220
Amortization	1,715	1,716
Operating income	28,622	48,483
Other expense, net:
Other (income) expense, net	(10)	70
Interest expense	884	1,285
Other expense, net	874	1,355
Income before provision for income taxes	27,748	47,128
Provision for income taxes	6,978	11,023
Net income	20,770	36,105
Net income attributable to non-controlling interest	511	1,222
Net income attributable to Malibu Boats, Inc.	20,259	34,883
Comprehensive income:
Net income	20,770	36,105
Other comprehensive (loss) income:
Change in cumulative translation adjustment	(751)	(1,436)
Other comprehensive (loss)	(751)	(1,436)
Comprehensive income	20,019	34,669
Less: comprehensive income attributable to non-controlling interest	493	1,173
Comprehensive income attributable to Malibu Boats, Inc.	$ 19,526	$ 33,496
Weighted-average shares outstanding used in computing net income per share:
Basic (in shares)	20,586,487	20,459,849
Diluted (in shares)	20,684,230	20,632,727
Net income available to Class A Common Stock per share:
Basic (in dollars per share)	$ 0.98	$ 1.70
Diluted (in dollars per share)	$ 0.98	$ 1.69

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Current assets
Cash	$ 45,462	$ 78,937
Trade receivables, net	64,846	68,381
Inventories, net	174,128	171,189
Prepaid expenses and other current assets	12,083	7,827
Total current assets	296,519	326,334
Property, plant and equipment, net	237,548	204,792
Goodwill	100,389	100,577
Other intangible assets, net	219,717	221,458
Deferred tax assets	58,566	62,573
Other assets	9,668	10,190
Total assets	922,407	925,924
Current liabilities
Accounts payable	37,995	40,402
Accrued expenses	109,478	187,078
Income taxes and tax distribution payable	839	847
Payable pursuant to tax receivable agreement, current portion	4,111	4,111
Total current liabilities	152,423	232,438
Deferred tax liabilities	28,650	28,453
Other liabilities	9,468	9,926
Payable pursuant to tax receivable agreement, less current portion	39,354	39,354
Long-term debt	65,000	0
Total liabilities	294,895	310,171
Commitments and contingencies (See Note 15)
Stockholders' Equity
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2023 and June 30, 2023	0	0
Additional paid in capital	78,194	86,321
Accumulated other comprehensive loss	(5,091)	(4,340)
Accumulated earnings	545,956	525,697
Total stockholders' equity attributable to Malibu Boats, Inc.	619,261	607,882
Non-controlling interest	8,251	7,871
Total stockholders’ equity	627,512	615,753
Total liabilities and stockholders' equity	922,407	925,924
Class A Common Stock
Stockholders' Equity
Common Stock, par value $0.01 per share	202	204
Class B Common Stock
Stockholders' Equity
Common Stock, par value $0.01 per share	$ 0	$ 0

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
Common stock, shares issued (in shares)		12
Common stock, shares outstanding (in shares)		12
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	20,404,413	20,603,822
Common stock, shares outstanding (in shares)	20,404,413	20,603,822
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, shares issued (in shares)	12
Common stock, shares outstanding (in shares)	12

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid In Capital	Accumulated Other Comprehensive Loss	Accumulated Earnings	Non-controlling Interest in LLC
Beginning balance (in shares) at Jun. 30, 2022				20,501,000	10
Beginning balance at Jun. 30, 2022	$ 513,568			$ 203	$ 0	$ 85,294	$ (3,507)	$ 421,184	$ 10,394
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	36,105							34,883	1,222
Stock based compensation, net of withholding taxes on vested equity awards (in shares)				(12,000)
Stock based compensation, net of withholding taxes on vested equity awards	743					743
Issuances of equity for services	67					67
Repurchase and retirement of common stock (in shares)				(144,000)
Repurchase and retirement of common stock	(7,868)			$ (1)		(7,867)
Distributions to LLC Unit holders	(696)								(696)
Foreign currency translation adjustment	(1,479)						(1,436)		(43)
Ending balance (in shares) at Sep. 30, 2022				20,345,000	10
Ending balance at Sep. 30, 2022	$ 540,440			$ 202	$ 0	78,237	(4,943)	456,067	10,877
Beginning balance (in shares) at Jun. 30, 2023	12	20,603,822		20,603,000	12
Beginning balance at Jun. 30, 2023	$ 615,753			$ 204	$ 0	86,321	(4,340)	525,697	7,871
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	20,770							20,259	511
Stock based compensation, net of withholding taxes on vested equity awards	1,443					1,443
Issuances of equity for services	47					47
Repurchase and retirement of common stock (in shares)				(199,000)
Repurchase and retirement of common stock	(9,619)			$ (2)		(9,617)
Distributions to LLC Unit holders	(114)								(114)
Foreign currency translation adjustment	(768)						(751)		(17)
Ending balance (in shares) at Sep. 30, 2023		20,404,413	12	20,404,000	12
Ending balance at Sep. 30, 2023	$ 627,512			$ 202	$ 0	$ 78,194	$ (5,091)	$ 545,956	$ 8,251

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net income	$ 20,770	$ 36,105
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Non-cash compensation expense	1,460	1,635
Non-cash compensation to directors	297	290
Depreciation	6,324	5,296
Amortization	1,715	1,716
Deferred income taxes	4,199	1,137
Other items, net	533	617
Change in operating assets and liabilities:
Trade receivables	3,501	5,153
Inventories	(3,217)	(25,714)
Prepaid expenses and other assets	(4,549)	(3,784)
Accounts payable	(1,995)	7,154
Income taxes payable	675	8,846
Accrued expenses	(77,650)	(6,195)
Other liabilities	(474)	(567)
Net cash (used in) provided by operating activities	(48,411)	31,689
Investing activities:
Purchases of property, plant and equipment	(39,527)	(12,362)
Net cash used in investing activities	(39,527)	(12,362)
Financing activities:
Proceeds from revolving credit facility	75,000	121,700
Principal payments on long-term borrowings	0	(23,125)
Payments on revolving credit facility	(10,000)	(147,000)
Payment of deferred financing costs	0	(1,362)
Cash paid for withholding taxes on vested restricted stock	0	(871)
Distributions to LLC Unit holders	(776)	(1,045)
Repurchase and retirement of common stock	(9,619)	(7,868)
Net cash provided by (used in) financing activities	54,605	(59,571)
Effect of exchange rate changes on cash	(142)	(449)
Changes in cash	(33,475)	(40,693)
Cash—Beginning of period	78,937	83,744
Cash—End of period	45,462	43,051
Supplemental cash flow information:
Cash paid for interest	95	1,056
Cash paid for income taxes	$ 579	$ 760

Organization, Basis of Presentation, and Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Basis of Presentation, and Summary of Significant Accounting Policies	Organization, Basis of Presentation, and Summary of Significant Accounting Policies Organization Malibu Boats, Inc. (“MBI” and, together with its subsidiaries, the “Company” or "Malibu"), a Delaware corporation formed on November 1, 2013, is the sole managing member of Malibu Boats Holdings, LLC, a Delaware limited liability company (the "LLC"). The Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 810, Consolidation, consolidates the financial results of the LLC and its subsidiaries, and records a non-controlling interest for the economic interest in the Company held by the non-controlling holders of units in the LLC ("LLC Units"). The LLC was formed in 2006. The LLC, through its wholly owned subsidiary, Malibu Boats, LLC, (“Boats LLC”), is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, recreational powerboats that are sold through a world-wide network of independent dealers. The Company sells its boats under eight brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes and Cobalt brands. The Company reports its results of operations under three reportable segments -- Malibu, Saltwater Fishing and Cobalt. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu and subsidiaries for the year ended June 30, 2023, included in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted. Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. Recent Accounting Pronouncements There are no new accounting pronouncements that are expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

Revenue Recognition

3 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following tables disaggregate the Company's revenue by major product type and geography:


	Three Months Ended September 30, 2023
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	99,439	$	92,252	$	57,104	$	248,795
Part and other sales	5,566		370		1,099		7,035
Net Sales	$	105,005	$	92,622	$	58,203	$	255,830

Revenue by geography:
North America	$	97,055	$	91,865	$	57,456	$	246,376
International	7,950		757		747		9,454
Net Sales	$	105,005	$	92,622	$	58,203	$	255,830


	Three Months Ended September 30, 2022
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	140,163	$	91,893	$	63,630	$	295,686
Part and other sales	5,005		340		1,180		6,525
Net Sales	$	145,168	$	92,233	$	64,810	$	302,211

Revenue by geography:
North America	$	130,650	$	88,941	$	62,281	$	281,872
International	14,518		3,292		2,529		20,339
Net Sales	$	145,168	$	92,233	$	64,810	$	302,211

Boat and Trailer Sales

Part and Other Sales

Non-controlling Interest

3 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Non-controlling Interest

Non-controlling InterestThe non-controlling interest on the unaudited interim condensed consolidated statements of operations and comprehensive income represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the unaudited interim condensed consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based

on the portion of the LLC Units owned by such Unit holders. The ownership of the LLC is summarized as follows:


	As of September 30, 2023			As of June 30, 2023
	Units	Ownership %		Units	Ownership %
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC	455,919	2.2	%	455,919	2.2	%
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC	20,404,413	97.8	%	20,603,822	97.8	%
	20,860,332	100.0	%	21,059,741	100.0	%

Issuance of Additional LLC Units

Distributions and Other Payments to Non-controlling Unit Holders

Distributions for Taxes

Other Distributions

Inventories

3 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

InventoriesInventories, net consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Raw materials	$	136,266	$	142,948
Work in progress	25,585		19,222
Finished goods	12,277		9,019
Total inventories	$	174,128	$	171,189

Property, Plant and Equipment

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment, net consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Land	$	4,905	$	4,905
Building and leasehold improvements	119,442		119,324
Machinery and equipment	107,498		103,362
Furniture and fixtures	12,819		12,672
Construction in process	82,132		47,482
	326,796		287,745
Less: Accumulated depreciation	(89,248)		(82,953)
Property, plant and equipment, net	$	237,548	$	204,792

Depreciation expense was $6,324 and $5,296 for the three months ended September 30, 2023 and 2022, respectively, substantially all of which was recorded in cost of sales.

Goodwill and Other Intangible Assets

3 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the three months ended September 30, 2023 were as follows:


	Malibu		Saltwater Fishing		Cobalt		Consolidated
Goodwill as of June 30, 2023	$	12,072	$	68,714	$	19,791	$	100,577

Effect of foreign currency changes on goodwill	(188)		—		—		(188)
Goodwill as of September 30, 2023	$	11,884	$	68,714	$	19,791	$	100,389

The components of other intangible assets were as follows:


	As of September 30, 2023		As of June 30, 2023		Estimated Useful Life (in years)	Weighted-Average Remaining Useful Life (in years)
Definite-lived intangibles:

Dealer relationships	$	131,659	$	131,725	15-20	15.4
Patent	2,600		2,600		15	8.8
Trade name	100		100		15	6.7
Non-compete agreement	45		46		10	1.1
Total	134,404		134,471
Less: Accumulated amortization	(32,887)		(31,213)
Total definite-lived intangible assets, net	101,517		103,258
Indefinite-lived intangible:
Trade name	118,200		118,200
Total other intangible assets, net	$	219,717	$	221,458

Amortization expense recognized on all amortizable intangibles was $1,715 and $1,716 for the three months ended September 30, 2023 and 2022, respectively.

Estimated future amortization expenses as of September 30, 2023 are as follows:


Fiscal years ending June 30:	Amount
Remainder of 2024	$	5,088
2025	6,799
2026	6,797
2027	6,797
2028	6,797
2029 and thereafter	69,239
	$	101,517

Accrued Expenses

3 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accrued ExpensesAccrued expenses consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Warranties	$	41,597	$	41,709
Dealer incentives	18,517		14,996
Accrued compensation	17,188		19,671
Current operating lease liabilities	2,324		2,324
Litigation settlement	—		100,000
Accrued legal and professional fees	21,866		1,899
Customer deposits	4,202		4,054
Other accrued expenses	3,784		2,425
Total accrued expenses	$	109,478	$	187,078

Product Warranties

3 Months Ended

Sep. 30, 2023

Product Warranties Disclosures [Abstract]

Product Warranties

Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited interim condensed consolidated balance sheets, were as follows:


	Three Months Ended September 30,
	2023		2022
Beginning balance	$	41,709	$	38,673
Add: Warranty expense	6,414		6,405

Less: Warranty claims paid	(6,526)		(5,679)
Ending balance	$	41,597	$	39,399

Financing

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Financing

Outstanding debt consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Term loan	$	—	$	—
Revolving credit loan	65,000		—

Total debt	65,000		—
Less current maturities	—		—
Long-term debt less current maturities	$	65,000	$	—

Long-Term Debt

Covenant Compliance

As of September 30, 2023, the Company was in compliance with the financial covenants contained in the Credit Agreement.

Leases

3 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

Other information concerning the Company's operating leases accounted for under ASC Topic 842, Leases is as follows:


Classification		As of September 30, 2023		As of June 30, 2023
Assets
Right-of-use assets	Other assets	$	8,358	$	8,808

Liabilities
Current operating lease liabilities	Accrued expenses	$	2,324	$	2,324
Long-term operating lease liabilities	Other liabilities	7,317		7,843
Total lease liabilities		$	9,641	$	10,167


Classification		Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
Operating lease costs (1)	Cost of sales	$	705	$	667
	Selling and marketing, and general and administrative	240		219

Sublease income	Other (income) expense, net	(10)		(10)

Cash paid for amounts included in the measurement of operating lease liabilities	Cash flows from operating activities	664		623

(1) Includes short-term leases, which are insignificant, and are not included in the lease liability.

Future annual minimum lease payments for the following fiscal years as of September 30, 2023 are as follows:


	Amount
Remainder of 2024	$	1,992
2025	2,370
2026	2,274
2027	2,258
2028	1,505
2029 and thereafter	1
Total	10,400
Less: imputed interest	(759)
Present value of lease liabilities	$	9,641

Tax Receivable Agreement Liability

3 Months Ended

Sep. 30, 2023

Tax Receivable Agreement [Abstract]

Tax Receivable Agreement Liability

The following table reflects the changes to the Company's tax receivable agreement liability:


	As of September 30, 2023		As of June 30, 2023
Beginning fiscal year balance	$	43,465	$	45,541
Additions (reductions) to tax receivable agreement:
Exchange of LLC Units for Class A Common Stock	—		1,710
Adjustment for change in estimated state tax rate or benefits	—		188
Payments under tax receivable agreement	—		(3,974)
	43,465		43,465
Less: current portion under tax receivable agreement	(4,111)		(4,111)
Ending balance	$	39,354	$	39,354

Income Taxes	3 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. The LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income. Income taxes are computed in accordance with ASC Topic 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of September 30, 2023 and June 30, 2023, the Company maintained a total valuation allowance of $16,895 and $16,876, respectively, against deferred tax assets related to state net operating losses and future amortization deductions (with respect to the Section 754 election) that are reported in the Tennessee corporate tax return without offsetting income, which is taxable at the LLC. These also include a valuation allowance in the amount of $580 related to foreign tax credit carryforward that is not expected to be utilized in the future. The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including those related to the change in U.S. tax law as well as other adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law. The Inflation Reduction Act contains significant business tax provisions, including an excise tax on stock buybacks (1% for transactions beginning January 1, 2023), increased funding for IRS tax enforcement, expanded energy incentives promoting clean energy investment, and a 15% corporate minimum tax on certain large corporations. The effects of the new legislation are recognized upon enactment. The Company did not recognize any significant impact to income tax expense for the three months ended September 30, 2023 relating to the Inflation Reduction Act. For the three months ended September 30, 2023 and 2022, the Company's effective tax rate was 25.1% and 23.4%, respectively. For the three months ended September 30, 2023 and 2022, the Company's effective tax rate exceeded the statutory federal income tax rate of 21% primarily due to the impact of U.S. state taxes. For the three months ended September 30, 2023, this increase in tax rate was partially offset by the benefit of the foreign derived intangible income deduction. For the three months ended September 30, 2022, this increase in tax rate was partially offset by a windfall benefit generated by certain stock-based compensation as well as the benefit of the foreign derived intangible income deduction.

Stock-Based Compensation

3 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based CompensationThe Company adopted a long term incentive plan which became effective on January 1, 2014, and reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc. Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee. Incentive stock awards authorized under the Incentive Plan include unrestricted shares of Class A Common Stock, stock options, stock appreciation

The following is a summary of the changes in the Company's stock options for the three months ended September 30, 2023:



	Shares	Weighted-Average Exercise Price/Share
Total outstanding options as of June 30, 2023	17,973	$	37.55
Options granted	—	—
Options exercised	—	—

Outstanding options as of September 30, 2023	17,973	37.55
Exercisable as of September 30, 2023	17,973	$	37.55

The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the three months ended September 30, 2023:


	Number of Restricted Stock Units and Restricted Stock Awards Outstanding	Weighted-Average Grant Date Fair Value
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of June 30, 2023	324,824	$	57.98
Granted	802	58.66
Vested	(802)	58.66
Forfeited	(3,026)	56.72
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of September 30, 2023	321,798	$	57.99

Net Earnings Per Share

3 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Earnings Per Share

the shares would be issued based on the current market price of the Company's stock in relation to the market index, and only if the effect would be dilutive.

Basic and diluted net income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,
	2023		2022
Basic:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883
Shares used in computing basic net income per share:
Weighted-average Class A Common Stock	20,322,239		20,215,758
Weighted-average participating restricted stock units convertible into Class A Common Stock	264,248		244,091
Basic weighted-average shares outstanding	20,586,487		20,459,849
Basic net income per share	$	0.98	$	1.70

Diluted:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883


Shares used in computing diluted net income per share:
Basic weighted-average shares outstanding	20,586,487		20,459,849
Restricted stock units granted to employees	65,118		90,924
Stock options granted to employees	5,409		14,767
Market performance awards granted to employees	27,216		67,187
Diluted weighted-average shares outstanding 1	20,684,230		20,632,727
Diluted net income per share	$	0.98	$	1.69

1 The Company excluded 470,262 and 628,436 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2023 and 2022, respectively.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Repurchase Commitments In connection with its dealers’ wholesale floor plan financing of boats, the Company has entered into repurchase agreements with various lending institutions. The reserve methodology used to record an estimated expense and loss reserve in each accounting period is based upon an analysis of likely repurchases based on current field inventory and likelihood of repurchase. Subsequent to the inception of the repurchase commitment, the Company evaluates the likelihood of repurchase and adjusts the estimated loss reserve accordingly. When a potential loss reserve is recorded, it is presented in accrued liabilities in the accompanying unaudited interim condensed consolidated balance sheets. If the Company were obligated to repurchase a significant number of units under any repurchase agreement, its business, operating results and financial condition could be adversely affected. The total amount financed under the floor financing programs with repurchase obligations was $400,747 and $385,448 as of September 30, 2023 and June 30, 2023, respectively. Repurchases and subsequent sales are recorded as a revenue transaction. The net difference between the repurchase price and the resale price is recorded against the loss reserve and presented in cost of sales in the accompanying unaudited interim condensed consolidated statements of operations and comprehensive income. During the three months ended September 30, 2023 and 2022, there were no repurchases and as of September 30, 2023, the Company has not been notified about any probable repossessions. Therefore, the Company did not carry a reserve for repurchases as of September 30, 2023 consistent with June 30, 2023. The Company has collateralized receivables financing arrangements with a third-party floor plan financing provider for European dealers. Under terms of these arrangements, the Company transfers the right to collect a trade receivable to the financing provider in exchange for cash but agrees to repurchase the receivable if the dealer defaults. Since the transfer of the receivable to the financing provider does not meet the conditions for a sale under ASC Topic 860, Transfers and Servicing, the Company continues to report the transferred trade receivable in other current assets with an offsetting balance recorded as a secured obligation in accrued expenses in the Company's unaudited interim condensed consolidated balance sheets. As of September 30, 2023 and June 30, 2023, the Company had no financing receivables recorded in other current assets and accrued expenses related to these arrangements. Roane County Property Purchase On March 28, 2023, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to purchase certain real property, improvements and other assets from the seller for a cash purchase price of approximately $33,300. As of June 30, 2023, the Company had deposited approximately $7,800 in escrow pursuant to the Purchase Agreement. On July 25, 2023, the transaction closed and the Company paid the remaining $25,500 balance of the purchase price. In addition to the purchase price, the Company has incurred approximately $5,300 of capital expenditures through September 30, 2023 to update the facility to meet its operational needs and expects to incur additional capital expenditures of approximately $14,100 with respect to the facility. Contingencies Product Liability The Company is engaged in a business that exposes it to claims for product liability and warranty claims in the event the Company’s products actually or allegedly fail to perform as expected or the use of the Company’s products results, or is alleged to result, in property damage, personal injury or death. Although the Company maintains product and general liability insurance of the types and in the amounts that the Company believes are customary for the industry, the Company is not fully insured against all such potential claims. The Company may have the ability to refer claims to its suppliers and their insurers to pay the costs associated with any claims arising from the suppliers’ products. The Company’s insurance covers such claims that are not adequately covered by a supplier’s insurance and provides for excess secondary coverage above the limits provided by the Company’s suppliers. The Company may experience legal claims in excess of its insurance coverage or claims that are not covered by insurance, either of which could adversely affect its business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against the Company could have a material adverse effect on its financial condition and harm its reputation. In addition, if any of the Company's products are, or are alleged to be, defective, the Company may be required to participate in a recall of that product if the defect or alleged defect relates to safety. These and other claims that the Company faces could be costly to the Company and require substantial management attention. Refer to Note 8 for discussion of warranty claims. The Company insures against product liability claims and believes there are no product liability claims as of September 30, 2023 that will have a material adverse impact on the Company’s results of operations, financial condition or cash flows. Litigation Certain conditions may exist which could result in a loss, but which will only be resolved when future events occur. The Company, in consultation with its legal counsel, assesses such contingent liabilities, and such assessments inherently involve an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, the Company accrues for such contingent loss when it can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably estimable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. If the assessment of a contingency deemed to be both probable and reasonably estimable involves a range of possible losses, the amount within the range that appears at the time to be a better estimate than any other amount within the range would be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Management does not believe there are any pending claims (asserted or unasserted) as of September 30, 2023 that would have a material adverse impact on the Company's results of operations, financial condition or cash flows. Legal Proceedings Insurance Litigation MBI and its indirect subsidiary Boats LLC were defendants in the product liability case Batchelder et al. v. Malibu Boats, LLC, f/k/a Malibu Boats, Inc.; Malibu Boats West, Inc., et. al., Superior Court of Rabun County, Georgia, Civil Action Case No. 2016-CV-0114-C (the “Batchelder I Matter”), brought by, among others, Stephan Paul Batchelder and Margaret Mary Batchelder as Administrators of the Estate of Ryan Paul Batchelder, deceased (“Batchelder I Plaintiffs”). Boats LLC was also a defendant in a related product liability case, Stephan Paul Batchelder and Margaret Mary Batchelder, as Natural Guardians of Josh Patrick Batchelder, a minor; Darin Batchelder, individually, and as Natural Guardian of Zach Batchelder, a minor; and Kayla Batchelder (the “Batchelder II Plaintiffs” and, together with the Batchelder I Plaintiffs, the “Batchelder Plaintiffs”) v. Malibu Boats, LLC v. Dennis Michael Ficarra; Superior Court of Rabun County, Civil Action File No. 2022-CV-0034 (the “Batchelder II Matter” and, together with the Batchelder I Matter, the “Batchelder Matters”). On June 30, 2023, MBI and Boats LLC entered into a Confidential General Release and Settlement Agreement (the “Settlement Agreement”) with the Batchelder Plaintiffs in settlement of the Batchelder Matters and all matters related to the Batchelder Matters. Pursuant to the Settlement Agreement, among other things, Malibu Boats, Inc., or Boats LLC, as the case may be, paid (or caused to be paid) to the Batchelder Plaintiffs and their agents a total of $100,000, of which (a) $40,000 was paid to the Batchelder Plaintiffs and their agents promptly following the execution of the Settlement Agreement and (b) $60,000 was placed in an escrow account and held by the Escrow Agent pursuant to the terms of an Escrow Agreement. All conditions for releasing the $60,000 placed in the escrow account have been satisfied. MBI and its subsidiaries, including Boats LLC, maintain liability insurance applicable to the Batchelder Matters described above with coverage up to $26,000. As of September 30, 2023, the Company had received approximately $21,000 in insurance coverage proceeds, subject in certain cases to reservations of rights by the insurance carriers. The Company contends that the insurance carriers are responsible for the entirety of the $100,000 settlement amount and related expenses, and therefore, the insurers’ payments to date are well below what they should have tendered to Boats LLC. Accordingly, on July 3, 2023, Boats LLC filed a complaint against Federal Insurance Company and Starr Indemnity & Liability Company alleging that the insurers unreasonably failed to comply with their obligations by refusing, negligently, and in bad faith, to settle covered claims within their available policy limits prior to trial. The Company intends to vigorously pursue its claims against its insurers to recover the full $100,000 settlement amount and expenses (less any monies already tendered without reservation by the carriers). However, the Company cannot predict the outcome of such litigation.

Segment Reporting

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Reporting


	Three Months Ended September 30, 2023
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Net sales	$	105,005	$	92,622	$	58,203	$	255,830



Income before provision for income taxes	$	11,937	$	8,995	$	6,816	$	27,748




	Three Months Ended September 30, 2022
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Net sales	$	145,168	$	92,233	$	64,810	$	302,211



Income before provision for income taxes	$	27,916	$	10,260	$	8,952	$	47,128


	As of September 30, 2023		As of June 30, 2023
Assets
Malibu	$	235,411	$	249,447
Saltwater Fishing	437,102		432,806
Cobalt	249,894		243,671
Total assets	$	922,407	$	925,924

Subsequent Events	3 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn October 26, 2023, the Company's Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $100,000 of its Class A Common Stock and the LLC's LLC Units (the “2023 Repurchase Program”) for the period from November 8, 2023 to November 8, 2024. The Company intends to fund repurchases under the 2023 Repurchase Program from cash on hand.

Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu and subsidiaries for the year ended June 30, 2023, included in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There are no new accounting pronouncements that are expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

Revenue Recognition (Tables)

3 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following tables disaggregate the Company's revenue by major product type and geography:


	Three Months Ended September 30, 2023
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	99,439	$	92,252	$	57,104	$	248,795
Part and other sales	5,566		370		1,099		7,035
Net Sales	$	105,005	$	92,622	$	58,203	$	255,830

Revenue by geography:
North America	$	97,055	$	91,865	$	57,456	$	246,376
International	7,950		757		747		9,454
Net Sales	$	105,005	$	92,622	$	58,203	$	255,830


	Three Months Ended September 30, 2022
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	140,163	$	91,893	$	63,630	$	295,686
Part and other sales	5,005		340		1,180		6,525
Net Sales	$	145,168	$	92,233	$	64,810	$	302,211

Revenue by geography:
North America	$	130,650	$	88,941	$	62,281	$	281,872
International	14,518		3,292		2,529		20,339
Net Sales	$	145,168	$	92,233	$	64,810	$	302,211

Non-controlling Interest (Tables)

3 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Schedule of Non-controlling Interest

The ownership of the LLC is summarized as follows:


	As of September 30, 2023			As of June 30, 2023
	Units	Ownership %		Units	Ownership %
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC	455,919	2.2	%	455,919	2.2	%
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC	20,404,413	97.8	%	20,603,822	97.8	%
	20,860,332	100.0	%	21,059,741	100.0	%

Inventories (Tables)

3 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Raw materials	$	136,266	$	142,948
Work in progress	25,585		19,222
Finished goods	12,277		9,019
Total inventories	$	174,128	$	171,189

Property, Plant and Equipment (Tables)

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment, net consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Land	$	4,905	$	4,905
Building and leasehold improvements	119,442		119,324
Machinery and equipment	107,498		103,362
Furniture and fixtures	12,819		12,672
Construction in process	82,132		47,482
	326,796		287,745
Less: Accumulated depreciation	(89,248)		(82,953)
Property, plant and equipment, net	$	237,548	$	204,792

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill for the three months ended September 30, 2023 were as follows:


	Malibu		Saltwater Fishing		Cobalt		Consolidated
Goodwill as of June 30, 2023	$	12,072	$	68,714	$	19,791	$	100,577

Effect of foreign currency changes on goodwill	(188)		—		—		(188)
Goodwill as of September 30, 2023	$	11,884	$	68,714	$	19,791	$	100,389

Components of Finite-Lived Intangible Assets

The components of other intangible assets were as follows:


	As of September 30, 2023		As of June 30, 2023		Estimated Useful Life (in years)	Weighted-Average Remaining Useful Life (in years)
Definite-lived intangibles:

Dealer relationships	$	131,659	$	131,725	15-20	15.4
Patent	2,600		2,600		15	8.8
Trade name	100		100		15	6.7
Non-compete agreement	45		46		10	1.1
Total	134,404		134,471
Less: Accumulated amortization	(32,887)		(31,213)
Total definite-lived intangible assets, net	101,517		103,258
Indefinite-lived intangible:
Trade name	118,200		118,200
Total other intangible assets, net	$	219,717	$	221,458

Components of Indefinite-Lived Intangible Assets

The components of other intangible assets were as follows:


	As of September 30, 2023		As of June 30, 2023		Estimated Useful Life (in years)	Weighted-Average Remaining Useful Life (in years)
Definite-lived intangibles:

Dealer relationships	$	131,659	$	131,725	15-20	15.4
Patent	2,600		2,600		15	8.8
Trade name	100		100		15	6.7
Non-compete agreement	45		46		10	1.1
Total	134,404		134,471
Less: Accumulated amortization	(32,887)		(31,213)
Total definite-lived intangible assets, net	101,517		103,258
Indefinite-lived intangible:
Trade name	118,200		118,200
Total other intangible assets, net	$	219,717	$	221,458

Schedule of Future Amortization of Definite-Lived Intangible Assets

Estimated future amortization expenses as of September 30, 2023 are as follows:


Fiscal years ending June 30:	Amount
Remainder of 2024	$	5,088
2025	6,799
2026	6,797
2027	6,797
2028	6,797
2029 and thereafter	69,239
	$	101,517

Accrued Expenses (Tables)

3 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Warranties	$	41,597	$	41,709
Dealer incentives	18,517		14,996
Accrued compensation	17,188		19,671
Current operating lease liabilities	2,324		2,324
Litigation settlement	—		100,000
Accrued legal and professional fees	21,866		1,899
Customer deposits	4,202		4,054
Other accrued expenses	3,784		2,425
Total accrued expenses	$	109,478	$	187,078

Product Warranties (Tables)

3 Months Ended

Sep. 30, 2023

Product Warranties Disclosures [Abstract]

Schedule of Changes in Product Warranties

Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited interim condensed consolidated balance sheets, were as follows:


	Three Months Ended September 30,
	2023		2022
Beginning balance	$	41,709	$	38,673
Add: Warranty expense	6,414		6,405

Less: Warranty claims paid	(6,526)		(5,679)
Ending balance	$	41,597	$	39,399

Financing (Tables)

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

Outstanding debt consisted of the following:


	As of September 30, 2023		As of June 30, 2023
Term loan	$	—	$	—
Revolving credit loan	65,000		—

Total debt	65,000		—
Less current maturities	—		—
Long-term debt less current maturities	$	65,000	$	—

Leases (Tables)

3 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Assets And Liabilities, Lessee

Other information concerning the Company's operating leases accounted for under ASC Topic 842, Leases is as follows:


Classification		As of September 30, 2023		As of June 30, 2023
Assets
Right-of-use assets	Other assets	$	8,358	$	8,808

Liabilities
Current operating lease liabilities	Accrued expenses	$	2,324	$	2,324
Long-term operating lease liabilities	Other liabilities	7,317		7,843
Total lease liabilities		$	9,641	$	10,167

Schedule of Lease Cost


Classification		Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
Operating lease costs (1)	Cost of sales	$	705	$	667
	Selling and marketing, and general and administrative	240		219

Sublease income	Other (income) expense, net	(10)		(10)

Cash paid for amounts included in the measurement of operating lease liabilities	Cash flows from operating activities	664		623

(1) Includes short-term leases, which are insignificant, and are not included in the lease liability.

Schedule of Future Minimum Lease Payments for Operating Leases

Future annual minimum lease payments for the following fiscal years as of September 30, 2023 are as follows:


	Amount
Remainder of 2024	$	1,992
2025	2,370
2026	2,274
2027	2,258
2028	1,505
2029 and thereafter	1
Total	10,400
Less: imputed interest	(759)
Present value of lease liabilities	$	9,641

Tax Receivable Agreement Liability (Tables)

3 Months Ended

Sep. 30, 2023

Tax Receivable Agreement [Abstract]

Changes to Tax Receivable Agreement

The following table reflects the changes to the Company's tax receivable agreement liability:


	As of September 30, 2023		As of June 30, 2023
Beginning fiscal year balance	$	43,465	$	45,541
Additions (reductions) to tax receivable agreement:
Exchange of LLC Units for Class A Common Stock	—		1,710
Adjustment for change in estimated state tax rate or benefits	—		188
Payments under tax receivable agreement	—		(3,974)
	43,465		43,465
Less: current portion under tax receivable agreement	(4,111)		(4,111)
Ending balance	$	39,354	$	39,354

Stock-Based Compensation (Tables)

3 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity

The following is a summary of the changes in the Company's stock options for the three months ended September 30, 2023:



	Shares	Weighted-Average Exercise Price/Share
Total outstanding options as of June 30, 2023	17,973	$	37.55
Options granted	—	—
Options exercised	—	—

Outstanding options as of September 30, 2023	17,973	37.55
Exercisable as of September 30, 2023	17,973	$	37.55

Schedule of Summary of the Changes in Non-vested Restricted Stock

The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the three months ended September 30, 2023:


	Number of Restricted Stock Units and Restricted Stock Awards Outstanding	Weighted-Average Grant Date Fair Value
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of June 30, 2023	324,824	$	57.98
Granted	802	58.66
Vested	(802)	58.66
Forfeited	(3,026)	56.72
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of September 30, 2023	321,798	$	57.99

Net Earnings Per Share (Tables)

3 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income Per Share

Basic and diluted net income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,
	2023		2022
Basic:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883
Shares used in computing basic net income per share:
Weighted-average Class A Common Stock	20,322,239		20,215,758
Weighted-average participating restricted stock units convertible into Class A Common Stock	264,248		244,091
Basic weighted-average shares outstanding	20,586,487		20,459,849
Basic net income per share	$	0.98	$	1.70

Diluted:
Net income attributable to Malibu Boats, Inc.	$	20,259	$	34,883


Shares used in computing diluted net income per share:
Basic weighted-average shares outstanding	20,586,487		20,459,849
Restricted stock units granted to employees	65,118		90,924
Stock options granted to employees	5,409		14,767
Market performance awards granted to employees	27,216		67,187
Diluted weighted-average shares outstanding 1	20,684,230		20,632,727
Diluted net income per share	$	0.98	$	1.69

1 The Company excluded 470,262 and 628,436 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2023 and 2022, respectively.

Segment Reporting (Tables)

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables present financial information for the Company’s reportable segments for the three months ended September 30, 2023 and 2022, respectively, and the Company’s financial position at September 30, 2023 and June 30, 2023, respectively:


	Three Months Ended September 30, 2023
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Net sales	$	105,005	$	92,622	$	58,203	$	255,830



Income before provision for income taxes	$	11,937	$	8,995	$	6,816	$	27,748




	Three Months Ended September 30, 2022
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Net sales	$	145,168	$	92,233	$	64,810	$	302,211



Income before provision for income taxes	$	27,916	$	10,260	$	8,952	$	47,128


	As of September 30, 2023		As of June 30, 2023
Assets
Malibu	$	235,411	$	249,447
Saltwater Fishing	437,102		432,806
Cobalt	249,894		243,671
Total assets	$	922,407	$	925,924

Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details)	3 Months Ended
	Sep. 30, 2023 brand segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of brands \| brand	8
Number of reportable segments \| segment	3

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 255,830	$ 302,211
North America
Disaggregation of Revenue [Line Items]
Net sales	246,376	281,872
International
Disaggregation of Revenue [Line Items]
Net sales	9,454	20,339
Boat and trailer sales
Disaggregation of Revenue [Line Items]
Net sales	248,795	295,686
Part and other sales
Disaggregation of Revenue [Line Items]
Net sales	7,035	6,525
Malibu
Disaggregation of Revenue [Line Items]
Net sales	105,005	145,168
Malibu \| North America
Disaggregation of Revenue [Line Items]
Net sales	97,055	130,650
Malibu \| International
Disaggregation of Revenue [Line Items]
Net sales	7,950	14,518
Malibu \| Boat and trailer sales
Disaggregation of Revenue [Line Items]
Net sales	99,439	140,163
Malibu \| Part and other sales
Disaggregation of Revenue [Line Items]
Net sales	5,566	5,005
Saltwater Fishing
Disaggregation of Revenue [Line Items]
Net sales	92,622	92,233
Saltwater Fishing \| North America
Disaggregation of Revenue [Line Items]
Net sales	91,865	88,941
Saltwater Fishing \| International
Disaggregation of Revenue [Line Items]
Net sales	757	3,292
Saltwater Fishing \| Boat and trailer sales
Disaggregation of Revenue [Line Items]
Net sales	92,252	91,893
Saltwater Fishing \| Part and other sales
Disaggregation of Revenue [Line Items]
Net sales	370	340
Cobalt
Disaggregation of Revenue [Line Items]
Net sales	58,203	64,810
Cobalt \| North America
Disaggregation of Revenue [Line Items]
Net sales	57,456	62,281
Cobalt \| International
Disaggregation of Revenue [Line Items]
Net sales	747	2,529
Cobalt \| Boat and trailer sales
Disaggregation of Revenue [Line Items]
Net sales	57,104	63,630
Cobalt \| Part and other sales
Disaggregation of Revenue [Line Items]
Net sales	$ 1,099	$ 1,180

Non-controlling Interest - Ownership (Details) - Malibu Boats Holdings LLC - shares	Sep. 30, 2023	Jun. 30, 2023
Class of Stock [Line Items]
Units (in shares)	20,860,332	21,059,741
Ownership (as a percent)	100.00%	100.00%
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC
Class of Stock [Line Items]
Units (in shares)	455,919	455,919
Ownership (as a percent)	2.20%	2.20%
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC
Class of Stock [Line Items]
Units (in shares)	20,404,413	20,603,822
Ownership (as a percent)	97.80%	97.80%

Non-controlling Interest - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Noncontrolling Interest [Line Items]
Cancelled shares due to vesting of employee awards (in shares)	133
Common units, retired (in shares)	133
Non-controlling Interest in LLC
Noncontrolling Interest [Line Items]
Tax distributions payable to non-controlling LLC Unit holders	$ 114		$ 776
Distribution paid to noncontrolling interests	$ 776	$ 1,045
Repurchase Agreements
Noncontrolling Interest [Line Items]
Stock repurchased during period (in shares)	199,276

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 136,266	$ 142,948
Work in progress	25,585	19,222
Finished goods	12,277	9,019
Total inventories	$ 174,128	$ 171,189

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 326,796		$ 287,745
Less: Accumulated depreciation	(89,248)		(82,953)
Property, plant and equipment, net	237,548		204,792
Depreciation expense	6,324	$ 5,296
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,905		4,905
Building and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	119,442		119,324
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	107,498		103,362
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	12,819		12,672
Construction in process
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 82,132		$ 47,482

Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill as of June 30, 2023	$ 100,577
Effect of foreign currency changes on goodwill	(188)
Goodwill as of September 30, 2023	100,389
Malibu
Goodwill [Roll Forward]
Goodwill as of June 30, 2023	12,072
Effect of foreign currency changes on goodwill	(188)
Goodwill as of September 30, 2023	11,884
Saltwater Fishing
Goodwill [Roll Forward]
Goodwill as of June 30, 2023	68,714
Effect of foreign currency changes on goodwill	0
Goodwill as of September 30, 2023	68,714
Cobalt
Goodwill [Roll Forward]
Goodwill as of June 30, 2023	19,791
Effect of foreign currency changes on goodwill	0
Goodwill as of September 30, 2023	$ 19,791

Goodwill and Other Intangible Assets - Schedule of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 134,404	$ 134,471
Less: Accumulated amortization	(32,887)	(31,213)
Total definite-lived intangible assets, net	101,517	103,258
Indefinite-lived intangible:
Total other intangible assets, net	219,717	221,458
Trade name
Indefinite-lived intangible:
Trade name	118,200	118,200
Dealer relationships
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 131,659	131,725
Weighted-Average Remaining Useful Life (in years)	15 years 4 months 24 days
Dealer relationships \| Minimum
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	15 years
Dealer relationships \| Maximum
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	20 years
Patent
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,600	2,600
Estimated Useful Life (in years)	15 years
Weighted-Average Remaining Useful Life (in years)	8 years 9 months 18 days
Trade name
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 100	100
Estimated Useful Life (in years)	15 years
Weighted-Average Remaining Useful Life (in years)	6 years 8 months 12 days
Non-compete agreement
Schedule of Finite Lived Intangible Assets and Infinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 45	$ 46
Estimated Useful Life (in years)	10 years
Weighted-Average Remaining Useful Life (in years)	1 year 1 month 6 days

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1,715	$ 1,716

Goodwill and Other Intangible Assets - Estimated Future Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 5,088
2025	6,799
2026	6,797
2027	6,797
2028	6,797
2029 and thereafter	69,239
Total definite-lived intangible assets, net	$ 101,517	$ 103,258

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Payables and Accruals [Abstract]
Warranties	$ 41,597	$ 41,709
Dealer incentives	18,517	14,996
Accrued compensation	17,188	19,671
Current operating lease liabilities	2,324	2,324
Litigation settlement	0	100,000
Accrued legal and professional fees	21,866	1,899
Customer deposits	4,202	4,054
Other accrued expenses	3,784	2,425
Total accrued expenses	$ 109,478	$ 187,078

Accrued Expenses - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Loss Contingencies [Line Items]
Litigation settlement	$ 0	$ 100,000
Settled Litigation \| Product Liability Cases
Loss Contingencies [Line Items]
Litigation settlement		$ 100,000

Product Warranties - Narrative (Details)	3 Months Ended	12 Months Ended
Product Warranties - Narrative (Details)	Sep. 30, 2023	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015
Product Warranty Liability [Line Items]
Standard product warranty, period, year four	4 years
Standard product warranty, period, year five	5 years
Malibu and Axis Brand Boats \| Gelcoat
Product Warranty Liability [Line Items]
Standard product warranty, period	1 year
Malibu and Axis Brand Boats \| Engines
Product Warranty Liability [Line Items]
Standard product warranty, term, hours	500 hours
Cobalt \| Structural Warranty
Product Warranty Liability [Line Items]
Standard product warranty, period	5 years
Cobalt \| Bow-to-stern
Product Warranty Liability [Line Items]
Standard product warranty, period		5 years	3 years
Saltwater Fishing \| Bow-to-stern
Product Warranty Liability [Line Items]
Standard product warranty, period	2 years
Maverick, Pathfinder, and Hewes Brand Boats \| Bow-to-stern
Product Warranty Liability [Line Items]
Standard product warranty, period	1 year
Cobia \| Bow-to-stern
Product Warranty Liability [Line Items]
Standard product warranty, period	3 years
Malibu Brand Boats
Product Warranty Liability [Line Items]
Standard product warranty, period				5 years	3 years
Axis Boats
Product Warranty Liability [Line Items]
Standard product warranty, period				5 years	2 years
Maximum \| Malibu and Axis Brand Boats
Product Warranty Liability [Line Items]
Standard product warranty, period	5 years
Maximum \| Malibu and Axis Brand Boats \| Engines
Product Warranty Liability [Line Items]
Standard product warranty, period	5 years
Maximum \| Cobalt \| Structural Warranty
Product Warranty Liability [Line Items]
Standard product warranty, period	10 years
Maximum \| Cobalt \| Gelcoat
Product Warranty Liability [Line Items]
Standard product warranty, period	3 years
Maximum \| Saltwater Fishing \| Structural Warranty And Gelcoat
Product Warranty Liability [Line Items]
Standard product warranty, period	5 years
Maximum \| Maverick, Pathfinder, and Hewes Brand Boats \| Structural Warranty And Gelcoat
Product Warranty Liability [Line Items]
Standard product warranty, period	5 years
Maximum \| Cobia \| Structural Warranty And Gelcoat
Product Warranty Liability [Line Items]
Standard product warranty, period	10 years

Product Warranties - Schedule of Warranty Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 41,709	$ 38,673
Add: Warranty expense	6,414	6,405
Less: Warranty claims paid	(6,526)	(5,679)
Ending balance	$ 41,597	$ 39,399

Financing - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Line of Credit Facility [Line Items]
Total debt	$ 65,000	$ 0
Less current maturities	0	0
Long-term debt less current maturities	65,000	0
Long-term Debt \| Credit Agreement
Line of Credit Facility [Line Items]
Total debt	0	0
Line of Credit \| Revolving Credit Facility \| Credit Agreement
Line of Credit Facility [Line Items]
Total debt	$ 65,000	$ 0

Financing - Narrative (Details) - USD ($)	3 Months Ended
Financing - Narrative (Details) - USD ($)	Sep. 30, 2023	Jul. 08, 2022
Credit Agreement
Line of Credit Facility [Line Items]
Letters of credit outstanding	$ 1,578,000
Effective interest rate (as a percent)	6.72%
Maximum amount, purchase of stock or stock options (up to)	$ 5,000,000
Consolidated leverage ratio	2.75
Incremental Term Loans
Line of Credit Facility [Line Items]
Outstanding principal		$ 200,000,000
Revolving Credit Facility \| Credit Agreement
Line of Credit Facility [Line Items]
Remaining borrowing capacity	$ 283,422,000
Revolving Credit Facility \| Credit Agreement \| Minimum
Line of Credit Facility [Line Items]
Unused capacity, commitment fee percentage (as a percent)	0.15%
Revolving Credit Facility \| Credit Agreement \| Maximum
Line of Credit Facility [Line Items]
Unused capacity, commitment fee percentage (as a percent)	0.30%
Revolving Credit Facility \| Credit Agreement \| Federal Funds
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.50%
Revolving Credit Facility \| Credit Agreement \| Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.00%
Revolving Credit Facility \| Credit Agreement \| Base Rate \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.25%
Revolving Credit Facility \| Credit Agreement \| Base Rate \| Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.00%
Revolving Credit Facility \| Credit Agreement \| SOFR \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.25%
Revolving Credit Facility \| Credit Agreement \| SOFR \| Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	2.00%
Line of Credit \| Revolving Credit Facility \| Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 350,000,000
Incremental term loans, amount	$ 65,000,000

Leases - Schedule of Assets And Liabilities, Lessee (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Assets
Right-of-use assets	$ 8,358	$ 8,808
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Liabilities
Current operating lease liabilities	$ 2,324	$ 2,324
Long-term operating lease liabilities	7,317	7,843
Total lease liabilities	$ 9,641	$ 10,167
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses	Accrued expenses
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other liabilities	Other liabilities

Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Leased Assets [Line Items]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 664	$ 623
Cost of sales
Operating Leased Assets [Line Items]
Operating lease costs	705	667
Selling and marketing, and general and administrative
Operating Leased Assets [Line Items]
Operating lease costs	240	219
Other (income) expense, net
Operating Leased Assets [Line Items]
Sublease income	$ (10)	$ (10)

Leases - Narrative (Details)	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Weighted average remaining lease term (in years)	4 years 4 months 2 days	5 years 3 months 21 days
Weighted average discount rate (as a percent)	3.69%	3.64%

Leases - Schedule of Operating Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
Remainder of 2024	$ 1,992
2025	2,370
2026	2,274
2027	2,258
2028	1,505
2029 and thereafter	1
Total	10,400
Less: imputed interest	(759)
Present value of lease liabilities	$ 9,641	$ 10,167

Tax Receivable Agreement Liability - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Tax Receivable Agreement [Abstract]
Tax receivable agreement, percentage of realized cash saving in tax to be pass through (as a percent)	85.00%
Investment in subsidiaries	$ 118,148	$ 118,148
Period of next annual payment (in days)	75 days

Tax Receivable Agreement Liability - Schedule of Tax Agreement Liability (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Tax Receivable Agreement [Roll Forward]
Beginning fiscal year balance	$ 43,465	$ 45,541
Additions (reductions) to tax receivable agreement:
Exchange of LLC Units for Class A Common Stock	0	1,710
Adjustment for change in estimated state tax rate or benefits	0	188
Payments under tax receivable agreement	0	(3,974)
Ending fiscal year balance	43,465	43,465
Less: current portion under tax receivable agreement	(4,111)	(4,111)
Ending balance	$ 39,354	$ 39,354

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Valuation allowance	$ 16,895		$ 16,876
Foreign tax credits	$ 580		$ 580
Effective tax rate (as a percent)	25.10%	23.40%

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jan. 01, 2014
Restricted Stock Units (RSUs) \| Non-Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested (in shares)	802
Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance in the Long-Term Incentive Plan (in shares)			1,700,000
Number of shares available for grant (in shares)	403,182
Stock compensation expense	$ 1,460	$ 1,635

Stock-Based Compensation - Stock Options (Details)	3 Months Ended
Stock-Based Compensation - Stock Options (Details)	Sep. 30, 2023 $ / shares shares
Shares
Outstanding options at beginning of period (in shares) \| shares	17,973
Options granted (in shares) \| shares	0
Options exercised (in shares) \| shares	0
Outstanding options at end of period (in shares) \| shares	17,973
Exercisable at end of period (in shares) \| shares	17,973
Weighted-Average Exercise Price/Share
Outstanding options at beginning of period (in dollars per share) \| $ / shares	$ 37.55
Options granted (in dollars per share) \| $ / shares	0
Options exercised (in dollars per share) \| $ / shares	0
Outstanding options at end of period (in dollars per share) \| $ / shares	37.55
Exercisable at end of period (in dollars per share) \| $ / shares	$ 37.55

Stock-Based Compensation - Summary of Changes in Non-vested Restricted Shares (Details) - Restricted Stock Units and Restricted Stock Awards	3 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Restricted Stock Units and Restricted Stock Awards Outstanding
Total Non-vested Restricted Stock Units and Restricted Stock Awards at beginning of period (in shares) \| shares	324,824
Granted (in shares) \| shares	802
Vested (in shares) \| shares	(802)
Forfeited (in shares) \| shares	(3,026)
Total Non-vested Restricted Stock Units and Restricted Stock Awards at end of period (in shares) \| shares	321,798
Weighted-Average Grant Date Fair Value
Total Non-vested Restricted Stock Units and Restricted Stock Awards at beginning of period (in dollars per share) \| $ / shares	$ 57.98
Granted (in dollars per share) \| $ / shares	58.66
Vested (in dollars per share) \| $ / shares	58.66
Forfeited (in dollars per share) \| $ / shares	56.72
Total Non-vested Restricted Stock Units and Restricted Stock Awards at end of period (in dollars per share) \| $ / shares	$ 57.99

Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Basic:
Net income attributable to Malibu Boats, Inc.	$ 20,259	$ 34,883
Shares used in computing basic net income per share:
Basic weighted-average shares outstanding (in shares)	20,586,487	20,459,849
Basic net income per share (in dollars per share)	$ 0.98	$ 1.70
Diluted:
Net income attributable to Malibu Boats, Inc.	$ 20,259	$ 34,883
Shares used in computing diluted net income per share:
Basic weighted-average shares outstanding (in shares)	20,586,487	20,459,849
Diluted weighted-average shares outstanding (in shares)	20,684,230	20,632,727
Diluted net income per share (in dollars per share)	$ 0.98	$ 1.69
Antidilutive securities (in shares)	470,262	628,436
Restricted Stock Units (RSUs)
Basic:
Weighted average number of shares issued, basic (in shares)	264,248	244,091
Shares used in computing diluted net income per share:
Awards granted to employees (in shares)	65,118	90,924
Stock Options
Shares used in computing diluted net income per share:
Awards granted to employees (in shares)	5,409	14,767
Performance Awards
Shares used in computing diluted net income per share:
Awards granted to employees (in shares)	27,216	67,187
Class A Common Stock
Basic:
Weighted average number of shares issued, basic (in shares)	20,322,239	20,215,758

Commitments and Contingencies (Details) $ in Thousands				3 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 25, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 28, 2023 USD ($)	Sep. 30, 2023 USD ($) unit	Sep. 30, 2022 USD ($) unit
Loss Contingencies [Line Items]
Floor financing, repurchase obligations		$ 385,448		$ 400,747
Number of repurchase units \| unit				0	0
Financing receivables		0		$ 0
Purchases of property, plant and equipment	$ 25,500		$ 33,300	39,527	$ 12,362
Escrow deposit		7,800
Capital expenditures incurred				5,300
Capital expenditures in accounts payable	$ 14,100
Batchelder et al. v. Malibu Boats, LLC
Loss Contingencies [Line Items]
Litigation settlement, amount paid		100,000		100,000
Litigation settlement, escrow amount		60,000
Insurance coverage		26,000
Proceeds from insurance coverage				$ 21,000
Batchelder et al. v. Malibu Boats, LLC \| Batchelder Plaintiffs
Loss Contingencies [Line Items]
Payments for legal settlements		$ 40,000

Segment Reporting - Narrative (Details)	3 Months Ended
Segment Reporting - Narrative (Details)	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	3

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Segment Reporting Information [Line Items]
Net sales	$ 255,830	$ 302,211
Income before provision for income taxes	27,748	47,128
Total assets	922,407		$ 925,924
Malibu
Segment Reporting Information [Line Items]
Net sales	105,005	145,168
Income before provision for income taxes	11,937	27,916
Total assets	235,411		249,447
Saltwater Fishing
Segment Reporting Information [Line Items]
Net sales	92,622	92,233
Income before provision for income taxes	8,995	10,260
Total assets	437,102		432,806
Cobalt
Segment Reporting Information [Line Items]
Net sales	58,203	64,810
Income before provision for income taxes	6,816	$ 8,952
Total assets	$ 249,894		$ 243,671