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, a 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.

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 ☑ No

As of ~~May 10,~~November 5, 2021, there were ~~18,950,409~~18,945,744 shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding.

This ~~quarterly report~~Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements can generally be identified by the use of statements that include words such as “could,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project” and other similar words or phrases. Forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.

The forward-looking statements contained in this ~~quarterly report~~Quarterly Report on Form 10-Q are based on assumptions that we have made considering our industry experience and our perceptions of historical trends, current conditions, expected future developments and other important factors we believe are appropriate under the circumstances. As you read and consider this ~~quarterly report~~Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many important factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements, including but not limited to the following: the potential effects of supply chain disruptions and production inefficiencies as a result of the coronavirus (“COVID-19”) pandemic on the Company, general economic conditions, demand for our products, inflation, changes in consumer preferences, competition within our industry, our reliance on our network of independent dealers, our ability to manage our manufacturing levels and our fixed cost base, the successful introduction of our new products and the other important factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2020,~~2021, filed with the Securities and Exchange Commission (“SEC”) on September ~~11, 2020~~2, 2021 (our ~~“2020~~“2021 Annual Report”). Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained in this ~~quarterly report~~Quarterly Report on Form 10-Q to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New important factors that could cause our business not to develop as we expect may emerge from time to time, and it is not possible for us to predict all of them.

	Three Months Ended					Nine Months Ended					Three Months Ended
	April 4,		March 29,			April 4,		March 29,			October 3,		October 4,
	2021		2020			2021		2020			2021		2020
NET SALES	$	147,854	$	102,562		$	370,276	$	311,979		$	144,010	$	103,745
COST OF SALES		110,627		81,288			277,546		244,030			113,888		77,515
GROSS PROFIT		37,227		21,274			92,730		67,949			30,122		26,230
OPERATING EXPENSES:
Selling and marketing		3,693		4,933			9,589		13,340			4,282		2,907
General and administrative		9,984		6,094			27,268		19,356			9,670		8,932
Amortization of other intangible assets		987		987			2,961		2,961			1,026		987
Goodwill and other intangible asset impairment		-		56,437			-		56,437
Goodwill impairment												1,100		-
Total operating expenses		14,664		68,451			39,818		92,094			16,078		12,826
OPERATING INCOME (LOSS)		22,563		(47,177	)		52,912		(24,145	)
OPERATING INCOME												14,044		13,404
OTHER EXPENSE:
Interest expense		755		1,086			2,644		3,667			382		1,019
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		21,808		(48,263	)		50,268		(27,812	)
INCOME TAX EXPENSE (BENEFIT)		4,240		(11,550	)		10,632		(6,601	)
NET INCOME (LOSS)	$	17,568	$	(36,713	)	$	39,636	$	(21,211	)
INCOME BEFORE INCOME TAX EXPENSE												13,662		12,385
INCOME TAX EXPENSE												3,276		2,818
NET INCOME											$	10,386	$	9,567

NET INCOME (LOSS) PER SHARE:
NET INCOME PER SHARE:
Basic	$	0.93	$	(1.96	)	$	2.11	$	(1.13	)	$	0.55	$	0.51
Diluted	$	0.93	$	(1.96	)	$	2.09	$	(1.13	)	$	0.55	$	0.51
WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF:
Basic earnings per share		18,817,975		18,739,480			18,799,875		18,731,338			18,850,301		18,774,336
Diluted earnings per share		18,989,629		18,739,480			18,928,288		18,731,338			19,004,119		18,866,826

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

	April 4,			June 30,			October 3,			June 30,
	2021			2020			2021			2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,970		$	16,319		$	11,651		$	39,252
Accounts receivable, net of allowances of $83 and $247, respectively		10,508			6,145
Accounts receivable, net of allowance of $212 and $115, respectively								19,105			12,080
Income tax receivable		671			4,924			935			355
Inventories, net (Note 3)		44,954			25,636			75,536			53,481
Prepaid expenses and other current assets		6,345			3,719			5,524			5,059
Total current assets		91,448			56,743			112,751			110,227
Property, plant and equipment, net (Note 4)		58,430			40,481
Goodwill (Note 5)		29,593			29,593
Other intangible assets, net (Note 5)		60,887			63,849
Property, plant and equipment, net								62,335			60,495
Goodwill (Note 4)								28,493			29,593
Other intangible assets, net (Note 4)								58,873			59,899
Deferred income taxes		15,061			16,080			15,379			15,130
Deferred debt issuance costs, net		327			425			482			507
Other long-term assets		677			752			551			609
Total assets	$	256,423		$	207,923		$	278,864		$	276,460
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	23,195		$	10,510			28,642			23,861
Accrued expenses and other current liabilities (Note 6)		46,830			35,985
Current portion of long-term debt, net of unamortized debt issuance costs (Note 7)		10,537			8,932
Income tax payable								—			726
Accrued expenses and other current liabilities (Note 5)								43,869			46,836
Current portion of long-term debt, net of unamortized debt issuance costs (Note 6)								2,868			2,866
Total current liabilities		80,562			55,427			75,379			74,289
Long-term debt, net of unamortized debt issuance costs (Note 7)		81,367			99,666
Long-term debt, net of unamortized debt issuance costs (Note 6)								81,559			90,277
Unrecognized tax positions		3,721			3,683			4,294			3,830
Other long-term liabilities		319			277			239			276
Total liabilities		165,969			159,053			161,471			168,672
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 18,952,148 shares at April 4, 2021 and 18,871,637 shares at June 30, 2020		189			189
Common stock, $.01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 18,961,205 shares at October 3, 2021 and 18,956,719 shares at June 30, 2021								189			189
Additional paid-in capital		118,130			116,182			118,149			118,930
Accumulated deficit		(27,865	)		(67,501	)		(945	)		(11,331	)
Total stockholders' equity		90,454			48,870			117,393			107,788
Total liabilities and stockholders' equity	$	256,423		$	207,923		$	278,864		$	276,460

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

						Additional													Additional
	Common Stock					Paid-in		Accumulated					Common Stock						Paid-in			Accumulated
	Shares			Amount		Capital		Deficit			Total		Shares			Amount			Capital			Deficit			Total
Balance at June 30, 2020		18,871,637		$	189	$	116,182	$	(67,501	)	$	48,870
Balance at June 30, 2021														18,956,719		$	189		$	118,930		$	(11,331	)	$	107,788
Share-based compensation activity		80,701			—		486		—			486		62,865			1			705			—			706
Repurchase and retirement of common stock														(58,379	)		(1	)		(1,486	)		—			(1,487	)
Net income		—			—		—		9,567			9,567		—			—			—			10,386			10,386
Balance at October 4, 2020		18,952,338			189		116,668		(57,934	)		58,923
Share-based compensation activity		(3,043	)		—		577		—			577
Net income		—			—		—		12,501			12,501
Balance at January 3, 2021		18,949,295		$	189	$	117,245	$	(45,433	)	$	72,001
Share-based compensation activity		2,853			—		885		—			885
Net income		—			—		—		17,568			17,568
Balance at April 4, 2021		18,952,148		$	189	$	118,130	$	(27,865	)	$	90,454
Balance at October 3, 2021														18,961,205		$	189		$	118,149		$	(945	)	$	117,393

						Additional													Additional
	Common Stock					Paid-in			Accumulated						Common Stock				Paid-in		Accumulated
	Shares			Amount		Capital			Deficit			Total			Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2019		18,764,037		$	188	$	115,582		$	(43,454	)	$	72,316
Balance at June 30, 2020																18,871,637	$	189	$	116,182	$	(67,501	)	$	48,870
Share-based compensation activity		74,960			1		169			—			170			80,701		—		486		—			486
Net income		—			—		—			8,623			8,623			—		—		—		9,567			9,567
Balance at September 29, 2019		18,838,997			189		115,751			(34,831	)		81,109
Share-based compensation activity		33,169			—		(78	)		—			(78	)
Net income		—			—		—			6,879			6,879
Balance at December 29, 2019		18,872,166		$	189	$	115,673		$	(27,952	)	$	87,910
Share-based compensation activity		(47	)		—		159			—			159
Net loss		—			—		—			(36,713	)		(36,713	)
Balance at March 29, 2020		18,872,119		$	189	$	115,832		$	(64,665	)	$	51,356
Balance at October 4, 2020																18,952,338	$	189	$	116,668	$	(57,934	)	$	58,923

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

	Nine Months Ended						Three Months Ended
	April 4,			March 29,			October 3,			October 4,
	2021			2020			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	39,636		$	(21,211	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	10,386		$	9,567
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,547			7,686			3,354			2,739
Share-based compensation		2,184			703			896			640
Unrecognized tax benefits		38			219			464			458
Amortization of debt issuance costs		469			420			59			159
Deferred income taxes		1,019			(7,552	)
Goodwill and other intangible asset impairment		—			56,437
Goodwill impairment								1,100			—
Changes in certain operating assets and liabilities		1,454			(13,657	)		(30,087	)		(6,737	)
Other, net		1,046			855			273			546
Net cash provided by operating activities		54,393			23,900
Net cash (used in) provided by operating activities								(13,555	)		7,372

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(23,779	)		(13,601	)		(3,618	)		(2,042	)
Proceeds from disposal of property, plant and equipment		—			25
Net cash used in investing activities		(23,779	)		(13,576	)		(3,618	)		(2,042	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on revolving credit facility		(32,500	)		—			(20,000	)		(10,000	)
Borrowings on revolving credit facility		22,500			35,000			12,000			—
Principal payments on long-term debt		(7,065	)		(10,647	)		(750	)		(2,355	)
Repurchase and retirement of common stock								(1,487	)		—
Other, net		(898	)		488			(191	)		(436	)
Net cash provided by (used in) financing activities		(17,963	)		24,841
Net cash used in financing activities								(10,428	)		(12,791	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		12,651			35,165			(27,601	)		(7,461	)

CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD		16,319			5,826			39,252			16,319
CASH AND CASH EQUIVALENTS — END OF PERIOD	$	28,970		$	40,991		$	11,651		$	8,858
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest	$	2,147		$	3,263		$	282		$	828
Cash payments for income taxes		5,170			6,146			5,170			280
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accrued expenses		157			80			815			242

Notes to Unaudited Condensed Consolidated Financial Statements form an integral part of the condensed consolidated financial statements.

Organization — MasterCraft Boat Holdings, Inc. (“Holdings”) was formed on January 28, 2000, as a Delaware holding company and operates primarily through its wholly owned subsidiaries, MasterCraft Boat Company, LLC; MasterCraft Services, LLC; MasterCraft Parts, Ltd.; MasterCraft International Sales Administration, Inc.; ~~and~~ Aviara ~~LLC (collectively “MasterCraft”);~~Boats, LLC; Nautic Star, ~~LLC and~~LLC; NS Transport, ~~LLC (collectively “NauticStar”);~~LLC; and Crest Marine, ~~LLC (“Crest”).~~LLC. Holdings and its subsidiaries collectively are referred to herein as the “Company.”

Basis of Presentation — The Company’s fiscal year begins July 1 and ends June 30, with the interim quarterly reporting periods consisting of 13 weeks. Therefore, the fiscal quarter end will not always coincide with the date of the end of a calendar month.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements for the year ended June 30, ~~2020~~2021 and, in the opinion of management, reflect all adjustments considered necessary to present fairly the Company’s financial position as of ~~April 4,~~October 3, 2021, its results of operations for the three ~~and nine~~ months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~October 4, 2020, its cash flows for the ~~nine~~three months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~October 4, 2020, and its statements of stockholders’ equity for the three ~~and nine~~ months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~October 4, 2020. All adjustments are of a normal, recurring nature. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the SEC for financial information have been condensed or omitted pursuant to such rules and regulations. The June 30, ~~2020~~2021 condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP for complete financial statements. However, management believes that the disclosures in these condensed consolidated financial statements are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in our ~~2020~~2021 Annual Report on Form 10-K.

Due to the seasonality of the Company’s business, the interim results are not necessarily indicative of the results that may be expected for the remainder of the fiscal year.

There were no significant changes in or changes into the application of the Company’s significant or critical accounting policies or estimation procedures for the three ~~and nine~~ months ended ~~April 4,~~October 3, 2021 as compared with ~~the significant accounting policies~~those described in the Company’s audited consolidated financial statements for the fiscal year ended June 30, ~~2020.~~2021.

Change in Reportable Segments — Beginning with the first quarter of fiscal 2022, our chief operating decision maker (“CODM”) began to manage our business, allocate resources, and evaluate performance based on the changes that have been made in the Company’s management structure in connection with the transition of Aviara production to our Merritt Island facility. As a result, the Company has realigned its reportable segments to MasterCraft, Crest, NauticStar, and Aviara. The Company has recast segment information for all prior periods presented. Refer to Note 10 – Segment Information for further information on the Company’s reportable segments.

Reclassifications — Certain historical amounts have been reclassified in these condensed consolidated financial statements and the accompanying notes herewith to conform to the current presentation.

~~Supply Chain Disruption~~ — As we navigate the unprecedented confluence of demand and disruption precipitated by the COVID-19 pandemic, our production rates going forward will depend, in large part, on our suppliers’ capacity. Demand for raw materials and components used in the production of our products has surged. At the same time, severe and unprecedented events, including the February 2021 ice storm which impacted much of the United States, have recently disrupted the global supply chain. As a result, some of the materials and components that we use, including certain resins, fiberglass, and plywood, are in short supply.

~~New~~Recently Adopted Accounting ~~Pronouncements Issued But Not Yet Adopted~~Standards

Income Taxes —In December 2019, the ~~FASB~~Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income ~~Taxes~~ ~~(Topic 740). This~~Taxes. ASU 2019-12 simplifies the accounting for income taxes by ~~among other things, eliminating~~removing certain exceptions to general principles in Income Taxes (Topic 740). It also clarifies and amends existing ~~exceptions related~~guidance to ~~the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim-period accounting~~improve consistent application. The guidance is effective for ~~year-to-date loss limitations and changes in tax laws, and clarifying the accounting for transactions outside of business combination that result in a step-up in the~~

~~tax basis of goodwill. The transition requirements are primarily prospective, and the effective date is for interim and annual reporting periods~~fiscal years beginning after December 15, ~~2020, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.~~

~~Fair Value Measurements —In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement~~ ~~(Topic 820):~~ ~~Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~. This guidance modifies the disclosure requirements on fair value measurements in Topic 820 by removing disclosures regarding transfers between Level 1 and Level 2 of the fair value hierarchy, by modifying the measurement uncertainty disclosure, and by requiring additional disclosures for Level 3 fair value measurements, among others. The Company adopted this guidance for its fiscal year beginning July 1, 2020. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

~~Current Expected Credit Loss~~Reference Rate Reform — In ~~June 2016,~~March 2020, the FASB issued ASU ~~2016-13,~~ ~~Financial Instruments – Credit Losses~~ ~~(Topic 326)~~2020-04, Reference Rate Reform (Topic 848): ~~Measurement~~Facilitation of ~~Credit Losses~~the Effects of Reference Rate Reform on Financial ~~Instruments, which updated~~Reporting. ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. An entity may apply ASU 2020-04 as of any date from the ~~ASC~~beginning of an interim period that includes or is subsequent to ~~use an impairment model that is based on expected losses rather than incurred losses. The Company adopted this guidance for its fiscal year beginning July 1, 2020.~~March 12, 2020 through December 31, 2022. The adoption of this standard did not have an impact on the Company’s consolidated financial ~~statements~~statements..

Consistent with the Company’s change in reportable segments described in Note 10—Segment Information, the Company has changed its presentation of disaggregated revenue to align with the new segment structure. The following tables present the Company’s revenue by major product category for each reportable segment.

	Three Months Ended April 4, 2021								Three Months Ended March 29, 2020								Three Months Ended October 3, 2021
	MasterCraft		NauticStar		Crest		Total		MasterCraft		NauticStar		Crest		Total		MasterCraft		Crest		NauticStar		Aviara		Total
Major Product Categories:
Boats and trailers	$	96,195	$	17,913	$	29,973	$	144,081	$	68,684	$	14,053	$	17,696	$	100,433	$	87,929	$	32,369	$	13,235	$	5,855	$	139,388
Parts		2,973		129		274		3,376		1,705		103		136		1,944		3,828		236		120		—		4,184
Other revenue		279		3		115		397		142		—		43		185		258		175		5		—		438
Total	$	99,447	$	18,045	$	30,362	$	147,854	$	70,531	$	14,156	$	17,875	$	102,562	$	92,015	$	32,780	$	13,360	$	5,855	$	144,010

	Nine Months Ended April 4, 2021								Nine Months Ended March 29, 2020								Three Months Ended October 4, 2020
	MasterCraft		NauticStar		Crest		Total		MasterCraft		NauticStar		Crest		Total		MasterCraft		Crest		NauticStar		Aviara		Total
Major Product Categories:
Boats and trailers	$	245,583	$	44,986	$	68,341	$	358,910	$	204,303	$	47,372	$	52,417	$	304,092	$	64,809	$	17,610	$	12,216	$	3,773	$	98,408
Parts		9,244		340		803		10,387		6,411		349		437		7,197		4,545		391		123		—		5,059
Other revenue		743		10		226		979		487		6		197		690		237		38		3		—		278
Total	$	255,570	$	45,336	$	69,370	$	370,276	$	211,201	$	47,727	$	53,051	$	311,979	$	69,591	$	18,039	$	12,342	$	3,773	$	103,745

As of June 30, ~~2020,~~2021, the Company had ~~$0.6~~$1.8 million of contract liabilities associated with customer deposits. During the ~~nine~~three months ended ~~April 4,~~October 3, 2021, ~~all~~$1.3 million of this amount was recognized as revenue. As of ~~April 4,~~October 3, 2021, total contract liabilities associated with customer deposits were ~~$1.9~~$4.3 million, were reported in Accrued expenses and other current liabilities on the condensed consolidated balance sheet, and are expected to be recognized as revenue during the remainder of the year ending June 30, ~~2021.~~2022.

	April 4,			June 30,			October 3,			June 30,
	2021			2020			2021			2021
Raw materials and supplies	$	30,428		$	18,318		$	52,438		$	37,089
Work in process		7,207			3,866			18,198			10,171
Finished goods		9,793			4,876			7,344			8,362
Obsolescence reserve		(2,474	)		(1,424	)		(2,444	)		(2,141	)
Total inventories	$	44,954		$	25,636		$	75,536		$	53,481

Raw materials and supplies have increased to support higher production volumes and to increase safety stock to manage supply chain risk. Work in process has increased due to supply chain disruptions.

During October 2020 we completed the purchase of certain real property located in Merritt Island, Florida, including a boat manufacturing facility, for a purchase price of $14.2 million (the “Merritt Island Facility”). The new Merritt Island Facility provides a dedicated manufacturing center for our Aviara brand, and allows for increased capacity for our MasterCraft brand.

Beginning with the first quarter of fiscal 2022, the Company realigned its reportable segments to MasterCraft, Crest, NauticStar, and Aviara. Refer to Note 10 – Segment Information for further information on the Company’s reportable segments. As a result of the change in segments, in accordance with ASC 350, Intangibles-Goodwill and Other, the Company reallocated the goodwill recorded in the MasterCraft reporting unit to the two separate MasterCraft and Aviara reporting units using a relative fair value approach.

Prior to realigning our segments, we evaluated our goodwill for impairment and determined no impairment existed as the fair value of our MasterCraft reporting unit, which was the only reporting unit containing goodwill, was in excess of its carrying amount. In conjunction with the reallocation of goodwill, we tested the goodwill at our MasterCraft and Aviara reporting units for impairment using an income-based approach, specifically a discounted cash flow model. The cash flow model included significant judgements and assumptions related to revenue growth and discount rates. Near-term operating losses generated by start-up inefficiencies have negatively impacted the fair value of Aviara, causing the carrying value of the reporting unit to be in excess of the fair value. Consequently, a $1.1 million impairment charge was recognized in the three months ended October 3, 2021.

The carrying amounts of goodwill ~~as of April 4, 2021 and June 30, 2020,~~ attributable to each of the Company’s reportable segments, were as follows:

The following table presents the carrying amount of Other intangible assets, net:

	April 4,							June 30,							October 3,							June 30,
	2021							2020							2021							2021
	Gross Amount		Accumulated Amortization / Impairment			Other intangible assets, net		Gross Amount		Accumulated Amortization / Impairment			Other intangible assets, net		Gross Amount		Accumulated Amortization / Impairment			Other intangible assets, net		Gross Amount		Accumulated Amortization / Impairment			Other intangible assets, net
Amortized intangible assets
Dealer networks	$	39,500	$	(12,736	)	$	26,764	$	39,500	$	(9,810	)	$	29,690	$	39,500	$	(14,725	)	$	24,775	$	39,500	$	(13,711	)	$	25,789
Software		245		(122	)		123		245		(86	)		159		245		(147	)		98		245		(135	)		110
		39,745		(12,858	)		26,887		39,745		(9,896	)		29,849		39,745		(14,872	)		24,873		39,745		(13,846	)		25,899

Unamortized intangible assets
Trade names		49,000		(15,000	)		34,000		49,000		(15,000	)		34,000		49,000		(15,000	)		34,000		49,000		(15,000	)		34,000
Total other intangible assets	$	88,745	$	(27,858	)	$	60,887	$	88,745	$	(24,896	)	$	63,849	$	88,745	$	(29,872	)	$	58,873	$	88,745	$	(28,846	)	$	59,899

Amortization expense related to Other intangible assets, net for both the three ~~and nine~~ months ended ~~both April 4,~~October 3, 2021 and ~~March 29,~~October 4, 2020 was $1.0 ~~million and $3.0 million, respectively.~~million. Estimated amortization expense for the fiscal year ~~ended~~ending June 30, ~~2021~~2022 is $4.0 million.

The past economic environment, including the significant share price and market volatility, as well as disruptions to supply chains resulting from the COVID-19 pandemic, triggered an interim impairment analysis for the Company’s intangible assets including goodwill. As a result of this analysis, the Company recorded impairment charges totaling $56.4 million during the three months ended March 29, 2020 related to the NauticStar and Crest segments.

The impairment charges recorded for each segment are detailed below and are included in Goodwill and other intangible asset impairment on the condensed consolidated statement of operations. The impairment recorded in fiscal 2020 was principally a result of a decline, in the fiscal third quarter, in market conditions, including our share price, and the then current outlook for sales and operating performance relative to the Company’s acquisition plans and impairment test performed as of June 30, 2019.

~~Goodwill and other intangible asset impairment for the three and nine months ended March 29, 2020 was as follows:~~

	April 4,		June 30,		October 3,		June 30,
	2021		2020		2021		2021
Warranty	$	21,969	$	20,004	$	23,088	$	22,329
Dealer incentives		10,702		9,180		6,275		10,634
Contract liabilities						4,300		1,848
Compensation and related accruals		5,950		1,488		3,933		6,046
Contract liabilities		1,897		559
Freight						997		778
Self-insurance						949		865
Inventory repurchase contingent obligation		934		1,132		602		471
Self-insurance		702		704
Other		4,676		2,918		3,725		3,865
Total accrued expenses and other current liabilities	$	46,830	$	35,985	$	43,869	$	46,836

Accrued warranty liability activity was as follows for the ~~nine~~three months ended:

	April 4,			March 29,			October 3,			October 4,
	2021			2020			2021			2020
Balance at the beginning of the period	$	20,004		$	17,205		$	22,329		$	20,004
Provisions		7,158			5,828			2,564			1,833
Payments made		(6,328	)		(5,921	)		(2,861	)		(2,103	)
Aggregate changes for preexisting warranties		1,135			2,206			1,056			799
Balance at the end of the period	$	21,969		$	19,318		$	23,088		$	20,533

	April 4,			June 30,			October 3,			June 30,
	2021			2020			2021			2021
Revolving credit facility	$	-		$	10,000		$	25,728		$	33,728
Term loans		92,928			99,993			59,250			60,000
Debt issuance costs on term loans		(1,024	)		(1,395	)		(551	)		(585	)
Total debt		91,904			108,598			84,427			93,143
Less current portion of long-term debt		10,990			9,420			3,000			3,000
Less current portion of debt issuance costs on term loans		(453	)		(488	)		(132	)		(134	)
Long-term debt, net of current portion	$	81,367		$	99,666		$	81,559		$	90,277

On ~~October 1, 2018,~~June 28, 2021, the Company entered into a ~~Fourth Amended and Restated Credit and Guaranty Agreement~~credit agreement with a syndicate of certain financial institutions (the ~~“Fourth Amended Credit~~“Credit Agreement”). The ~~Fourth Amended~~ Credit Agreement provides the Company with a ~~$190.0~~$160.0 million senior secured credit facility, consisting of a ~~$75.0~~$60.0 million term loan ~~and an $80.0 million term loan (together, the~~(the “Term ~~Loans”~~Loan”), and a ~~$35.0~~$100.0 million revolving credit facility (the “Revolving Credit Facility”). The ~~Fourth Amended~~Credit Agreement refinanced and replaced the previously existing credit agreement. The Credit Agreement is secured by a first priority security interest in substantially all ~~the assets~~ of the ~~Company. Holdings is a guarantor on the Fourth Amended Credit Agreement and the Fourth Amended~~Company’s assets.

The Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt; incur additional liens and contingent liabilities; sell or dispose of ~~Holdings’ subsidiaries~~assets; merge with or acquire other companies; liquidate or dissolve; engage in businesses that are not in a related line of business; make loans, advances or guarantees; pay dividends or make other distributions; engage in transactions with affiliates; and make investments. The Company is also required to ~~make distributions~~maintain a minimum fixed charge coverage ratio and a maximum net leverage ratio.

The Credit Agreement bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.25% to ~~Holdings.~~1.00% or at an adjusted LIBOR rate plus an applicable margin ranging from 1.25% to 2.00%, in each case based on the Company’s net leverage ratio. The ~~Term Loans~~Company is also required to pay a commitment fee for any unused portion of the revolving credit facility ranging from 0.15% to 0.30% based on the Company’s net leverage ratio. Effective during the quarter, the applicable margin for loans accruing at the prime rate was 0.25% and the applicable margin for loans accruing interest at LIBOR was 1.25%. As of October 3, 2021, the interest rate on the Company’s term loan and revolving credit facility was 1.38%.

The Credit Agreement will mature and all remaining amounts outstanding thereunder will be due and payable on ~~October 1, 2023.~~

On May 7, 2020, the Company entered into Amendment No. 3 to the Fourth Amended Credit Agreement (the “Amendment No. 3”). The changes effected by Amendment No. 3 included, among others, the temporary removal and replacement of the Company’s financial covenants, the addition of a 50 basis point floor on LIBOR, modifications to the range of applicable LIBOR and prime interest rate margins, and a revision of the Total Net Leverage Ratio calculation. Under Amendment No. 3, the Total Net Leverage Ratio covenant and Fixed Charge Coverage Ratio covenant of the Fourth Amended Credit Agreement were temporarily replaced with three separate covenants: (i) an Interest Coverage Ratio, (ii) a Minimum Liquidity threshold, and (iii) a Maximum Unfinanced Capital Expenditures limitation (the “Package of Financial Covenants”). The Package of Financial Covenants were in place through March 31, 2021, after which time the Total Net Leverage Ratio covenant and Fixed Charge Coverage Ratio covenant have been reinstated and the Package of Financial Covenants has sunset, and with the minimum liquidity covenant being tested on the last day of each fiscal month through May 31, 2021. In addition, the Total Net Leverage Ratio calculation was temporarily revised during this time to include all unrestricted cash balances, without limitation, until June ~~30, 2021.~~28, 2026. As of ~~April 4,~~October 3, 2021, the Company was in compliance with ~~all~~ its financial ~~covenants.~~

Pursuant to Amendment No. 3, the applicable interest, at the Company’s option, is at either the prime rate plus an applicable margin ranging from 0.5% to 2.25% or at a LIBOR rate, subject to a 50 basis point floor, plus an applicable margin ranging from 1.5% to 3.25%, in each case based on the Company’s Total Net Leverage Ratio. As of April 4, 2021 the applicable margin for loans accruing interest at the prime rate was 1.00% and the applicable margin for loans accruing interest at LIBOR was 2.00%.

On October 26, 2020, the Company entered into Amendment No. 4 and Joinder to the Fourth Amended Credit Ageement (the “Amendment No. 4”). In conjunction with the new Merritt Island Facility purchase (see Note 4), the assets were organized in a new wholly-owned subsidiary of the Company. The changes effected by Amendment No. 4 add this new subsidiary as a borrowercovenants under the ~~Fourth Amended~~ Credit Agreement.

During October 2020 the Company borrowed $20.0 million under its $35.0 million Revolving Credit Facility to fund the purchase of the Merrit Island Facility. The Company subsequently repaid all outstanding amounts and, as of April 4, 2021, the availability under the Revolving Credit Facility was $35.0 million.

The Company’s consolidated interim effective tax rate is based on a current estimate of the annual effective income tax rate adjusted to reflect the impact of discrete items. The differences between the Company’s effective tax rates and the statutory federal tax rate of 21.0% primarily relate to the inclusion of the state tax rate in the overall effective rate, the benefit of federal and state credits, and a permanent benefit associated with the foreign derived intangible income deduction, partially offset by a permanent add-back for Section 162(m) limitations. During the three months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~October 4, 2020, the Company’s effective tax rates were ~~19.4%~~24.0% and ~~23.9%, respectively. During the nine months ended April 4, 2021 and March 29, 2020, the Company’s effective tax rates were 21.2% and 23.7%~~22.8%, respectively. The Company’s effective tax rate for the three ~~and nine~~ months ended ~~April 4,~~October 3, 2021 is ~~lower~~higher compared to the effective tax rate for the three ~~and nine~~ months ended ~~March 29,~~October 4, 2020, primarily due to an increase in the effective state tax rate, an increase in the tax impact of uncertain state tax positions and a reduction in the benefit of federal and state tax credits, ~~a reduction in the effective state tax rate, and~~partially offset by an increase in the Company’s net permanent benefits, largely driven by changes in the foreign derived intangible income due to an increase in forecasted taxable income, foreign sales and gross margin.

~~The following table sets forth the computation of the Company’s net income (loss) per share:~~

For the three and nine months ended April 4, 2021, an immaterial number of shares were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive. The dilutive effect of 113,708 and 89,686 weighted average shares were excluded from the calculation of diluted net loss per share for the three and nine months ended March 29, 2020, respectively, as the effect would have been anti-dilutive because of the net loss for the periods.

The following table presents the components of share-based compensation expense by award type.

	Three Months Ended					Nine Months Ended					Three Months Ended
	April 4,		March 29,			April 4,		March 29,			October 3,		October 4,
	2021		2020			2021		2020			2021		2020
Restricted stock awards	$	377	$	378		$	1,182	$	898		$	467	$	417
Performance stock units		525		(219	)		1,003		(204	)		429		223
Stock options		—		—			—		9
Share-based compensation expense	$	902	$	159		$	2,185	$	703		$	896	$	640

During the ~~nine~~three months ended ~~April 4,~~October 3, 2021, the Company granted ~~88,786~~72,677 restricted stock awards (“RSAs”) to the Company’s non-executive directors, officers and certain other key employees. Generally, the shares of restricted stock granted during the ~~nine~~three months ended ~~April 4,~~October 3, 2021, vest pro-rata over three years for officers and certain other key employees and over one year for non-executive directors. The Company determined the fair value of the shares awarded by using the close price of our common stock as of the date of grant. The weighted average grant date fair value of RSAs granted in the ~~nine~~three months ended ~~April 4,~~October 3, 2021, was ~~$20.06~~$26.04 per share.

The following table summarizes the status of nonvested RSAs as of ~~April 4,~~October 3, 2021, and changes during the ~~nine~~three months then ended.

				Average					Average
	Nonvested			Grant-Date		Nonvested			Grant-Date
	Restricted			Fair Value		Restricted			Fair Value
	Shares			(per share)		Shares			(per share)
Nonvested at June 30, 2020		106,894		$	18.01
Nonvested at June 30, 2021							118,193		$	19.42
Granted		88,786			20.06		72,677			26.04
Vested		(53,831	)		18.03		(44,634	)		19.73
Forfeited		(8,673	)		19.29		(2,200	)		26.02
Nonvested at April 4, 2021		133,176			19.28
Nonvested at October 3, 2021							144,036			22.57

As of ~~April 4,~~October 3, 2021, there was ~~$1.6~~$2.7 million of total unrecognized compensation expense related to nonvested RSAs. The Company expects this expense to be recognized over a weighted average period of ~~1.7~~1.9 years.

Performance stock units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of the Company’s stockholders, and to create long-term stockholder value. The awards will be earned based on the Company’s achievement of certain performance criteria over a three-year performance period. The performance period for the awards commences on July 1 of the fiscal year in which they were granted and continue for a three-year period, ending on June 30 of the applicable year. The probability of achieving the performance criteria is assessed quarterly. Following the determination of the Company’s achievement with respect to the performance criteria, the number of shares awarded is subject to further adjustment based on the application of a total shareholder return (“TSR”) modifier. The grant date fair value is determined based on both the probability assessment of the Company achieving the performance criteria and an estimate of the expected TSR modifier. The TSR modifier estimate is determined using a Monte Carlo Simulation model, which considers the likelihood of numerous possible outcomes of long-term market performance. Compensation expense related to nonvested PSUs is recognized ratably over the performance period.

On July 16, 2020, after consulting with outside compensation advisors and outside legal counsel, reviewing market data and benchmarking expected relative compensation to the market data, the Company’s Compensation Committee made the decision to grant additional PSUs under the Long-term Incentive Plan (“LTIP Program”) to certain of the Company’s officers, (the “Supplemental PSUs”). The “Performance Period” for the Supplemental PSUs is a ~~two-year~~ ~~period commencing July 1, 2020 and ending June 30, 2022.~~ The Supplemental PSUs were granted to attract and motivate key employees whose existing fiscal 2019 and fiscal 2020 PSU grants (the “Existing PSUs”) were unlikely to achieve minimum performance goals due to the unprecedented effects of the COVID-19 pandemic.

The number of Supplemental PSUs that a grantee earns for the performance period will be determined by multiplying the target award by the product of (i) the Composite Payout Percentage and (ii) the Relative TSR Modifier. The “Composite Payout Percentage” is calculated based on the Company’s Total Market Share Percentage, Total Consumer Satisfaction Index Percentage and Total Dealer Inventory Turnover Percentage (each as defined in the Supplemental PSU Award Agreement). Following the determination of the Company’s achievement with respect to the Composite Payout Percentage over the Performance Period, the vesting of each award will be subject to adjustment based upon the application of a Relative TSR Modifier. The Supplemental PSUs are capped at 90% of the Existing PSUs’ original fair value and would be reduced for any shares issuable upon satisfaction of the performance criteria pursuant to the Existing PSUs. As of April 4, 2021, the probability of achieving the performance goals for the Existing PSUs has improved, which would in turn reduce the potentially issuable shares under the Supplemental PSU to 0.

The following table summarizes the status of nonvested PSUs as of ~~April 4,~~October 3, 2021, and changes during the ~~nine~~three months then ended.

As of ~~April 4,~~October 3, 2021, there was ~~$1.4~~$3.2 million of total unrecognized compensation expense related to nonvested PSUs. The Company expects this expense to be recognized over a weighted average period of ~~2.0~~2.1 years.

The following table sets forth the computation of the Company’s net income per share:

For the three months ended October 3, 2021 and October 4, 2021, an immaterial number of shares were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.

On June 24, 2021, the board of directors of the Company authorized a stock repurchase program that allows for the repurchase of up to $50.0 million of our common stock during the three-year period ending June 24, 2024. During the quarter ended October 3, 2021, the Company repurchased 58,379 shares of common stock for $1.5 million in cash, including related fees and expenses.

Beginning with the first quarter of fiscal 2022 and ~~markets recreational~~as discussed in Note 1, our CODM began to manage our business, allocate resources, and evaluate performance ~~sport boats, luxury day boats,~~based on the reportable segments of MasterCraft, Crest, NauticStar, and ~~outboard boats~~Aviara.

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the CODM in making decisions on how to allocate resources and assess performance. For the three months ended October 3, 2021, the Company’s CODM regularly assessed the operating performance of the Company’s boat brands under 34 operating and reportable segments: ~~MasterCraft, NauticStar, and Crest. The Company’s segments are defined by the Company’s operational and reporting structures.~~

Each segment distributes its products through its own independent dealer network. ~~The Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer, regularly reviews the operating performance of each~~Each segment ~~including measures of performance based on operating income. Each segment~~also has its own management structure which is responsible for the operations of the segment and ~~which~~ is directly accountable to the ~~CODM.~~ CODM for the operating performance of the segment, which is regularly assessed by the CODM who allocates resources based on that performance, including using measures of performance based operating income.

The Company files a consolidated income tax return and does not allocate income taxes and other corporate-level expenses, including interest, to operating segments. All material corporate costs are included in the MasterCraft segment.

Selected financial information for the Company’s reportable segments was as follows:

	For the Three Months Ended April 4, 2021								For the Three Months Ended October 3, 2021
	MasterCraft		NauticStar		Crest		Consolidated		MasterCraft		Crest		NauticStar			Aviara			Consolidated
Net sales	$	99,447	$	18,045	$	30,362	$	147,854	$	92,015	$	32,780	$	13,360		$	5,855		$	144,010
Operating income		18,082		331		4,150		22,563
Operating income (loss)										16,180		3,799		(2,336	)		(3,599	)		14,044
Depreciation and amortization		1,505		817		626		2,948		1,289		694		895			476			3,354
Purchases of property, plant and equipment		3,598		958		320		4,876		2,064		371		1,068			115			3,618

	For the Nine Months Ended April 4, 2021									For the Three Months Ended October 4, 2020
	MasterCraft		NauticStar			Crest		Consolidated		MasterCraft		Crest		NauticStar			Aviara			Consolidated
Net sales	$	255,570	$	45,336		$	69,370	$	370,276	$	69,591	$	18,039	$	12,342		$	3,773		$	103,745
Operating income (loss)		46,064		(1,614	)		8,462		52,912		14,366		1,662		(1,619	)		(1,005	)		13,404
Depreciation and amortization		4,240		2,433			1,874		8,547		1,095		624		814			206			2,739
Purchases of property, plant and equipment		21,718		1,717			344		23,779		1,726		—		243			73			2,042

The following table presents total assets for the Company’s reportable segments.

	April 4, 2021			June 30, 2020			October 3, 2021		June 30, 2021
Assets:
MasterCraft	$	336,693		$	294,139		$	147,269	$	158,610
Crest								47,908		42,204
NauticStar		40,668			36,720			50,857		44,181
Crest		42,075			40,077
Eliminations^(a)		(163,013	)		(163,013	)
Aviara								32,830		31,465
Total assets	$	256,423		$	207,923		$	278,864	$	276,460

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read together with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition, the statements in this discussion and analysis regarding our expectations concerning the performance of our business, anticipated financial results, liquidity and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” above and in “Risk Factors” set forth in our ~~2020~~2021 Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Certain statements in the following discussions are based on non-GAAP financial measures. A “non-GAAP financial measure” is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP in the statements of operations, balance sheets or statements of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures do not include operating and statistical measures. The Company includes non-GAAP financial measures in Management’s Discussion and Analysis, as the Company’s management believes that these measures and the information they provide are useful to users of the financial statements, including investors, because they permit users of the financial statements to view the Company’s performance using the same tools that management utilizes and to better evaluate the Company’s ongoing business performance. In order to better align the Company’s reported results with the internal metrics used by the Company's management to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to business acquisitions.

The COVID-19 ~~Pandemic~~pandemic has facilitated strong marine retail demand as consumers have taken advantage of more flexible work schedules allowing for more leisure time and marine product usage. This strong retail demand has created historically low dealer inventory levels which, in turn, has increased wholesale demand for our products. Despite the rise in demand for our products, which led to a 38.8 percent increase in net sales year over year, supply chain disruption, production inefficiencies, and inflationary pressures impacted first quarter 2022 results.

Supply Chain Disruptions. Demand for raw materials and components used in the ~~Company’s~~production of our products has ~~been strong~~surged. As a result, some of the materials and components that we use are in short supply. To reduce the impact of supply chain disruptions on production, we have increased our raw materials safety stock where possible. Additionally, work in process has increased as a result of supply chain shortages delaying our ~~employee’s committed efforts, disruptions~~ability to ~~the Company’s~~finish production units.

Production Inefficiencies. Business processes have been ~~minimal since resuming operations~~altered to address completion of boats waiting on parts while maintaining normal production lines, resulting in ~~May 2020. However,~~increased labor costs. Absenteeism and implementing COVID-19 mitigating procedures also burdened our work force as we continue to focus on ramp-up of production to meet unprecedented demand.

Inflationary Pressures. Inflationary pressures have increased the costs of raw materials and components used to build our products, negatively impacting our margins during the first quarter of 2022. New model year price increases took effect for fiscal 2022; however, these price increases did not fully offset the increased material costs caused by inflation. In response to worsening inflationary pressures, we announced additional mid-cycle price increases that will be ~~subject~~implemented during the second quarter and expect the price increases to ~~risks and uncertainties as a result of the COVID-19 pandemic. The extent of~~offset the impact of the COVID-19 pandemic on our business remains uncertain and difficult to predict, as the response to the COVID-19 pandemic is still evolving in many countries, including the United States and other markets where we and our suppliers operate.

To balance wholesale production with the anticipated impacts to retail demand caused by the economic impacts of the COVID-19 pandemic, we reduced production in February 2020 and, in late March 2020, temporarily suspended manufacturing operations at all of our facilities to protect the health of our employees and comply with governmental mandates. We resumed operations at reduced production levels at our manufacturing facilities by mid-May 2020. Since that time, our facilities have increased production rates above their pre-COVID-19 levels. We achieved the highest wholesale unit volume in the history of the Company during the third quarter of fiscal 2021, and we are planning for further increases to production rates in order to meet the continuing strong retail demand.

MasterCraft, NauticStar and Crest have each achieved a steady increase in production during fiscal 2021. Although all of our segments made progress, NauticStar’s performance lagged behind our other brands during the first and second quarters of fiscal 2021. In August 2020, we announced that Scott Womack had been named President of NauticStar. NauticStar is benefiting from Mr. Womack’s years of executive leadership, manufacturing experience and proven dedication to operational excellence, as evidenced by NauticStar’s returning to profitabilityinflation for the ~~third quarter of fiscal 2021, and~~full year.

As we ~~believe NauticStar’s operating performance will~~ continue to ~~improve.~~

During March 2020, we drew $35.0 million on our Revolving Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. Additionally, on May 7, 2020, we entered into Amendment No. 3 (the “Amendment”) to the Fourth Amended & Restated Credit and Guarantee Agreement (the “Credit Facility”) to strengthen our financial flexibility. Among other things, the changes effected by the Amendment provide temporary relief under our financial covenants. See Note 7 in Notes to Unaudited Condensed Consolidated Financial Statements for more information regarding these changes, including the sunsetting of the temporary relief provisions. The performance of the business and our cash management activities provided the flexibility to repay the entire Revolving Credit Facility as of October 4, 2020. Since that time, our strong operating performance has continued which has allowed our cash balance to build to $29.0 million as of April 4, 2021. In addition, we were in compliance with all of our financial covenants as of April 4, 2021.

We believe strong marine retail demand, coupled with abnormally low retail inventory levels for all our brands have created a growth opportunity for fiscal 2021 and potentially into future years. Our facilitites are now running at production rates above their pre-COVID-19 levels, with further increases to production rates planned. We expect this ramp up phase to continue through fiscal 2021 in order to meet strong wholesale demand as our dealers seek to satisfy current retail order flow and replenish their stock inventory. As we navigate the unprecedented confluence of demand and disruption precipitated by the COVID-19 pandemic, our production rates and results going forward will depend, in large part, on our and our suppliers’ ~~capacity. Demand for raw materials~~capacity and components used in the production of our products has surged. At the same time, severe and unprecedented events, including the February 2021 ice storm, which impacted much of the United States, have recently disrupted the global supply chain. As a result, some of the materials and components that we use, including certain resins, fiberglass, and plywood, are in short supply. Additionally, our ability to ~~grow~~alleviate ongoing and ~~retain a high-performing workforce~~changing risks.

~~Although~~actively monitor the ~~consumer responses to~~impact of the COVID-19 pandemic ~~have thus far resulted in strong demand for our products, significant uncertainty exists~~and may take further actions to alter business operations as may be required by government authorities, or that are determined to be in the ~~economy as a result~~best interest of ~~the unpredictable outlook for the COVID-19 pandemic.~~our employees, dealers, suppliers, and stakeholders. The ~~ultimate~~full extent of the impact of the COVID-19 pandemic on our business, ~~is uncertain~~operations, and financial results will depend on evolving factors that we cannot predict. See “Risk Factors — Risks Relating to Our Business — Actual or potential public health emergencies, epidemics, or pandemics, such as the current coronavirus (“COVID-19”) pandemic, could have a ~~number of factors, including the duration, spread and severity, the remedial action and stimulus measures adopted by local, state and federal governments, the effects of the pandemic~~material adverse effect on our ~~consumers, dealers, suppliers and workforce, and the extent to which normal economic and operating conditions can resume and be sustained within the general economy. Our future~~business, results of operations, ~~cash flows, and liquidity could be adversely impacted by supply chain~~ or ~~workforce disruptions, uncertain demand, additional manufacturing suspensions, additional other intangible asset impairment charges, and the impact of any initiatives that we may undertake to address~~ financial ~~and operational challenges faced by us and~~condition” set forth in our ~~consumers, dealers, and suppliers.~~

~~Net sales were $147.9 million for the third quarter of~~ 2021 which represented an increase of 44.2 percent as compared to the third quarter of 2020, which was impacted by, among other things, the COVID-19 pandemic. The increase was primarily a result of achieving the highest single quarter wholesale unit volume in the history of the Company and lower dealer incentives, partially offset by the impact of model mix.Annual Report on Form 10-K.

Net sales were $370.3 million for the nine months ended April 4, 2021, which represented an increase of 18.7 percent as compared to the COVID-19 impacted nine months ended March 29, 2020. The increase was primarily the result of higher sales volumes and lower dealer incentives, partially offset by the impact of model mix.

Gross margin increased by 450 basis points to 25.2 percent for the third quarter of 2021 from 20.7 percent for the prior year period primarily attributable to lower dealer incentives, favorable overhead absorption driven by higher sales volume, and higher prices, partially offset by costs associated with the transition of Aviara to our Merritt Island facility and higher labor costs.

Gross margin increased by 320 basis points to 25.0 percent for the nine months ended April 4, 2021 from 21.8 percent for the prior year period primarily due to lower dealer incentives, and higher prices, partially offset by costs associated with the transition of Aviara to our Merritt Island facility and higher labor costs.

Net income was $17.6 million for the third quarter of 2021, compared to net loss of $36.7 million for the third quarter of 2020. Diluted earnings per share was $0.93, compared to diluted loss per share of $(1.96) for the prior year period.

Net income was $39.6 million for the nine months ended April 4, 2021, compared to net loss of $21.2 million for the prior year period. Diluted earnings per share was $2.09, compared to diluted loss per share of $(1.13) for the prior year period.

On October 26, 2020, we completed the purchase of certain real property located in Merritt Island, Florida, including an approximately 140,000 sq. ft. boat manufacturing facility, (the “Merritt Island Facility”) for a purchase price of $14.2 million. We expanded our overall boat building capacity by moving all Aviara production to the Merritt Island Facility. While this additional capacity will help facilitate Aviara’s long-term growth, importantly, removing Aviara production from our Vonore, Tennessee facility provided for an immediate increase in capacity and productivity for our MasterCraft brand. We began producing Aviara in the Merritt Island Facility in December 2020 and shipments from the new facility commenced in the third quarter of fiscal 2021.

The table below presents our consolidated results of operations for the three months ended:

	Three Months Ended												Three Months Ended
	April 4,			March 29,			2021 vs. 2020						October 3,			October 4,			2022 vs. 2021
	2021			2020			Change			% Change			2021			2020			Change			% Change
	(Dollars in thousands)
Consolidated statements of operations:
NET SALES	$	147,854		$	102,562		$	45,292			44.2	%	$	144,010		$	103,745		$	40,265			38.8	%
COST OF SALES		110,627			81,288			29,339			36.1	%		113,888			77,515			36,373			46.9	%
GROSS PROFIT		37,227			21,274			15,953			75.0	%		30,122			26,230			3,892			14.8	%
OPERATING EXPENSES:
Selling and marketing		3,693			4,933			(1,240	)		(25.1	%)		4,282			2,907			1,375			47.3	%
General and administrative		9,984			6,094			3,890			63.8	%		9,670			8,932			738			8.3	%
Amortization of other intangible assets		987			987			-			0.0	%		1,026			987			39			4.0	%
Goodwill and other intangible asset impairment		—			56,437			(56,437	)
Goodwill impairment														1,100			—			1,100			—
Total operating expenses		14,664			68,451			(53,787	)		(78.6	%)		16,078			12,826			3,252			25.4	%
OPERATING INCOME (LOSS)		22,563			(47,177	)		69,740			(147.8	%)
OPERATING INCOME														14,044			13,404			640			4.8	%
OTHER EXPENSE:
Interest expense		755			1,086			(331	)		(30.5	%)		382			1,019			(637	)		(62.5	%)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		21,808			(48,263	)		70,071			(145.2	%)
INCOME TAX EXPENSE (BENEFIT)		4,240			(11,550	)		15,790			(136.7	%)
NET INCOME (LOSS)	$	17,568		$	(36,713	)	$	54,281			(147.9	%)
INCOME BEFORE INCOME TAX EXPENSE														13,662			12,385			1,277			10.3	%
INCOME TAX EXPENSE														3,276			2,818			458			16.3	%
NET INCOME													$	10,386		$	9,567		$	819			8.6	%
Additional financial and other data:
Unit sales volume:
MasterCraft		941			713			228			32.0	%		783			640			143			22.3	%
Crest														716			453			263			58.1	%
NauticStar		426			313			113			36.1	%		291			286			5			1.7	%
Crest		731			461			270			58.6	%
Aviara														19			13			6			46.2	%
Consolidated unit sales volume		2,098			1,487			611			41.1	%		1,809			1,392			417			30.0	%
Net sales:
MasterCraft	$	99,447		$	70,531		$	28,916			41.0	%	$	92,015		$	69,591		$	22,424			32.2	%
Crest														32,780			18,039			14,741			81.7	%
NauticStar		18,045			14,156			3,889			27.5	%		13,360			12,342			1,018			8.2	%
Crest		30,362			17,875			12,487			69.9	%
Aviara														5,855			3,773			2,082			55.2	%
Consolidated net sales	$	147,854		$	102,562		$	45,292			44.2	%	$	144,010		$	103,745		$	40,265			38.8	%
Net sales per unit:
MasterCraft	$	106		$	99		$	7			7.1	%	$	118		$	109		$	9			8.3	%
Crest														46			40			6			15.0	%
NauticStar		42			45			(3	)		(6.7	%)		46			43			3			7.0	%
Crest		42			39			3			7.7	%
Aviara														308			290			18			6.2	%
Consolidated net sales per unit		70			69			1			1.4	%		80			75			5			6.7	%
Gross margin		25.2	%		20.7	%	450 bps							20.9	%		25.3	%	(440) bps

Three Months Ended ~~April 4,~~October 3, 2021 Compared to the Three Months Ended ~~March 29,~~October 4, 2020

Net ~~Sales.~~ ~~Net Sales~~sales were $144.0 million for ~~the third~~first quarter ~~were $147.9 million,~~2022, which represented an increase of ~~$45.3 million, or 44.2~~38.8 percent as compared to ~~$102.6~~first quarter 2021. Net sales in each segment benefited from increased volume as our dealers look to restock their inventories, which have been depleted by strong consumer demand for boats. Higher prices, favorable model mix, and higher option sales were also favorable compared to the prior period.

Gross margin declined 440 basis points to 20.9 percent when compared to first quarter 2021 as supply chain disruption and inflationary pressures drove materials and labor costs higher, and overhead from the new Aviara facility created unfavorable overhead absorption. Higher prices from model year changeover partially offset these headwinds.

Operating expenses were $16.1 million for the ~~prior-year period. The increase was primarily due to:~~

~~Gross Profit and Gross Margin.~~ ~~Gross profit increased $16.0 million, or 75.0 percent, to $37.2 million compared to $21.3 million for~~ the prior-year period. ~~The increase was primarily a result~~Selling and marketing expense increased due to the timing of ~~higher sales volumes, lower dealer incentives, and higher prices at each reportable segment and favorable options at MasterCraft and Crest. The increase was~~ ~~partially offset~~prior year expenses being impacted by the ~~impact of model mix,~~ ~~Aviara transition costsand higher labor costs~~ ~~at each reportable segment.~~ ~~We expect to realize higher labor~~COVID-19 pandemic, resulting in lower costs for the ~~full~~first quarter of fiscal ~~year due~~2021. General and administrative expense increased as we continued to ~~changes implemented~~make investments in research and development and information technology. Additionally, an impairment charge related to the allocated goodwill associated with the Aviara segment was recorded in the first quarter of fiscal ~~2021 to our production employee compensation packages.~~

Gross margin increased due to lower dealer incentives, favorable overhead absorption driven by higher sales volume, and higher prices, partially offset by Aviara transition costs and higher labor costs.

~~Operating Expenses.~~2022, as discussed in Note 4 ~~Operating expenses decreased $53.8 million, or 78.6 percent, compared~~ to the prior-year period primarily driven by the recognition of $56.4 million of goodwill and other intangible asset impairment charges in the prior-year and lower selling and marketing costs primarily due to the impacts of the COVID-19 pandemic. This decrease was partially offset by higher general and administrative expenses resulting from higher incentive compensation costs and additional investment related to product development and information technology.Unaudited Condensed Consolidated Financial Statements.

~~Interest Expense.~~Interest expense decreased ~~$0.3~~$0.6 million ~~or 30.5 percent~~ due to lower effective interest rates and lower average outstanding debt balances during the quarter compared to the prior-year period.

~~Income Tax Expense (Benefit).~~ ~~Our consolidated interim effective income tax rate decreased to 19.4 percent for the third quarter of 2021 from 23.9 percent for the prior-year period.~~Segment Results

Nine Months Ended

April 4,

March 29,

2021 vs. 2020

2021

2020

Change
% Change

(Dollars in thousands)

Consolidated statements of operations:

NET SALES

$
370,276

$
311,979

$
58,297

18.7
%
COST OF SALES

277,546

244,030

33,516

13.7
%
GROSS PROFIT

92,730

67,949

24,781

36.5
%
OPERATING EXPENSES:

Selling and marketing

9,589

13,340

(3,751
)

(28.1
%)
General and administrative

27,268

19,356

7,912

40.9
%
Amortization of other intangible assets

2,961

2,961

-

0.0
%
Goodwill and other intangible asset impairment

—

56,437

(56,437
)

Total operating expenses

39,818

92,094

(52,276
)

(56.8
%)
OPERATING INCOME (LOSS)

52,912

(24,145
)

77,057

(319.1
%)
OTHER EXPENSE:

Interest expense

2,644

3,667

(1,023
)

(27.9
%)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE

50,268

(27,812
)

78,080

(280.7
%)
INCOME TAX EXPENSE (BENEFIT)

10,632

(6,601
)

17,233

(261.1
%)
NET INCOME (LOSS)

$
39,636

$
(21,211
)

$
60,847

(286.9
%)
Additional financial and other data:

Unit sales volume:

MasterCraft

2,378

2,170

208

9.6
%
NauticStar

1,067

1,046

21

2.0
%
Crest

1,759

1,407

352

25.0
%
Consolidated unit sales volume

5,204

4,623

581

12.6
%
Net sales:

MasterCraft

$
255,570

$
211,201

$
44,369

21.0
%
NauticStar

45,336

47,727

(2,391
)

(5.0
%)
Crest

69,370

53,051

16,319

30.8
%
Consolidated net sales

$
370,276

$
311,979

$
58,297

18.7
%
Net sales per unit:

MasterCraft

$
107

$
97

$
10

10.3
%
NauticStar

42

46

(4
)

(8.7
%)
Crest

39

38

1

2.6
%
Consolidated net sales per unit

71

67

4

6.0
%
Gross margin

25.0
%

21.8
%

320 bps

~~Nine Months Ended April 4, 2021 Compared to the Nine Months Ended March 29, 2020~~

~~Net Sales.~~ Net Sales for the nine months ended April 4, 2021 were $370.3 million, an increase of $58.3 million, or 18.7 percent, compared to $312.0 million for the prior-year period. The increase was primarily due to:

~~Gross Profit and Gross Margin.~~ ~~Gross profit increased $24.8 million, or 36.5 percent, to $92.7 million compared to $67.9 million for the prior-year period. The increase was primarily a result of~~ ~~lower dealer incentives, higher unit volume, higher prices, favorable options mix and higher parts sales volume. These increases were~~ ~~partially offset by~~ ~~higher labor costs for each reportable segment, and higher incentive compensation costs and costs associated~~Beginning with ~~the transition of Aviara to our Merritt Island facility. We expect to realize higher labor costs for the full fiscal year due to changes implemented in~~ the first quarter of fiscal ~~2021~~2022 and as discussed in Note 1, our CODM began to manage our ~~production employee compensation packages.~~business, allocate resources, and evaluate performance based on the reportable segments of MasterCraft, Crest, NauticStar, and Aviara.

The following table sets forth MasterCraft segment results for the three months ended:

Net sales increased ~~due~~$22.4 million, or 32.2 percent, to ~~lower dealer incentives~~$92.0 million for first quarter 2022 compared to $69.6 million for the prior year period, primarily driven by an increase in sales volume. Additionally, net sales benefited from higher prices, favorable model mix, and higher ~~prices,~~options sales.

Operating income for first quarter 2022 was $16.2 million, an increase of $1.8 million, compared to $14.4 million for first quarter 2021 driven by higher net sales, partially offset by ~~Aviara transition costs~~the production inefficiencies from supply chain disruption, inflationary pressures, and higher ~~labor costs.~~sales and marketing costs compared to the COVID-impacted first quarter 2021.

The following table sets forth Crest segment results for the three months ended:

Net sales were $32.8 million for first quarter 2022, compared to $18.0 million for first quarter 2021, an increase of $14.7 million, or 81.7 percent as a result of higher sales volumes and higher prices.

Operating ~~Expenses.~~ ~~Operating expenses decreased $52.3 million, or 56.8~~income increased 128.6 percent as compared to the ~~prior-year~~prior year primarily as a result of higher net sales, partially offset by higher costs from supply chain disruption and inflationary pressures.

The following table sets forth NauticStar segment results for the three months ended:

Net sales increased by $1.0 million, or 8.2 percent, to $13.4 million for first quarter 2022 compared to $12.3 million for first quarter 2021 due to higher option sales, higher prices, and increased volume.

Operating loss was $2.3 million for first quarter 2022 compared to an operating loss of $1.6 million for the prior year period. Higher costs from inflationary pressures, supply chain disruptions, and labor challenges offset higher net sales.

The following table sets forth Aviara segment results for the three months ended:

Net sales increased $2.1 million, or 55.2 percent to $5.9 million for first quarter 2022 compared to $3.8 million for the prior year period due to an increase in unit sales volume attributed to increased capacity from the ~~same reasons described above for the quarterly period.~~new Merritt Island facility.

~~Interest Expense.Interest expense decreased~~During first quarter 2022, all Aviara boats were manufactured in our 140,000 square foot Merritt Island, Florida facility, which we purchased in October 2020 for $14.2 million. During first quarter 2021, Aviara boats were produced in our MasterCraft facility in Vonore, Tennessee. As a result of this transition to Merritt Island, overhead costs attributable to Aviara increased significantly which creates a dilutive near-term impact on Aviara’s margins and profitability.

Operating loss was $3.6 million for first quarter 2022 compared to an operating loss of $1.0 million ~~or 27.9 percent primarily~~ ~~due~~for first quarter 2021 as a result of ramp up related inefficiencies in the Merritt Island facility, including higher overhead costs associated with the new facility and a goodwill impairment charge. See Note 4 in Notes to Unaudited Condensed Consolidated Financial Statements for more information on the ~~same reasons described above for the quarterly period.~~

~~Income Tax Expense (Benefit).~~ ~~Our consolidated interim effective income tax rate decreased to 21.2 percent for the nine months ended April 4, 2021 from 23.7 percent for the prior-year period.~~impairment charge.

We define EBITDA as earnings before interest expense, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted to eliminate certain non-cash charges or other items that we do not consider to be indicative of our core and/or ongoing operations. For the periods presented herein, these adjustments include ~~goodwill and other intangible asset impairment, COVID-19 shutdown costs,~~ Aviara transition costs ~~Aviara (new brand) startup costs,~~ and certain non-cash items including goodwill impairment and share-based compensation. We define Adjusted EBITDA margin as Adjusted EBITDA expressed as a percentage of Net sales.

We define Adjusted Net Income and Adjusted Net Income per share as net income ~~(loss)~~ adjusted to eliminate certain non-cash charges or other items that we do not consider to be indicative of our core and/or ongoing operations and adjusted for the impact to income tax expense related to non-GAAP adjustments. For the periods presented herein, these adjustments include ~~goodwill and other intangible asset impairment, COVID-19 shutdown costs,~~ Aviara transition ~~costs, Aviara (new brand) startup~~ costs and certain non-cash items including goodwill impairment, other intangible asset amortization, and share-based compensation.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Net Income per share, which we refer to collectively as the Non-GAAP Measures, are not measures of net income ~~(loss)~~ or operating income ~~(loss)~~ as determined under accounting principles generally accepted in the United States, or U.S. GAAP. The Non-GAAP Measures are not measures of performance in accordance with U.S. GAAP and should not be considered as an alternative to net income, net income per share, or operating cash flows determined in accordance with U.S. GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow. We believe that the inclusion of the Non-GAAP Measures is appropriate to provide additional information to investors because securities analysts and investors use the Non-GAAP Measures to assess our operating performance across periods on a consistent basis and to evaluate the relative risk of an investment in our securities. We use Adjusted Net Income and Adjusted Net Income per share 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 U.S. GAAP, provides a more complete understanding of factors and trends affecting our business than does U.S. GAAP measures alone. We believe Adjusted Net Income and Adjusted Net Income per share assists our board of directors, management, investors, and other users of the financial statements in comparing our net income on a consistent basis from period to period because it removes certain non-cash items and other items that we do not consider to be indicative of our core and/or ongoing operations and adjusts for the impact to income tax expense ~~(benefit)~~ related to non-GAAP adjustments. The Non-GAAP Measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

In addition, because not all companies use identical calculations, our presentation of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies, including companies in our industry.

The following table presents a reconciliation of net income ~~(loss)~~ as determined in accordance with U.S. GAAP to EBITDA, and Adjusted EBITDA, and net income margin (expressed as a percentage of net sales) to Adjusted EBITDA Margin (expressed as a percentage of net sales) for the periods indicated:

Three Months Ended

Nine Months Ended

April 4,

March 29,

April 4,

March 29,

2021

% of sales

2020

% of sales

2021

% of sales

2020

% of sales

Net income (loss)

$
17,568

11.9%

$
(36,713
)
-35.8%

$
39,636

10.7%

$
(21,211
)

-6.8%

Income tax expense (benefit)

4,240

(11,550
)

10,632

(6,601
)

Interest expense

755

1,086

2,644

3,667

Depreciation and amortization

2,948

2,632

8,547

7,686

EBITDA

25,511

17.3%

(44,545
)
-43.4%

61,459

16.6%

(16,459
)

-5.3%

Goodwill and other intangible asset impairment^(a)

-

56,437

-

56,437

COVID-19 shut-down costs^(b)

-

1,506

-

1,506

Aviara start-up costs^(c)

-

398

-

1,213

Share-based compensation

902

159

2,185

703

Aviara transition costs^(d)

1,125

-

2,149

-

Adjusted EBITDA

$
27,538

18.6%

$
13,955

13.6%

$
65,793

17.8%

$
43,400

13.9%

	Three Months Ended
	October 3,		% of Net	October 4,		% of Net
	2021		sale	2020		sale
Net income	$	10,386	7.2%	$	9,567	9.2%
Income tax expense		3,276			2,818
Interest expense		382			1,019
Depreciation and amortization		3,354			2,739
EBITDA		17,398	12.1%		16,143	15.6%
Goodwill impairment^(a)		1,100			-
Share-based compensation		896			640
Aviara transition costs^(b)		-			178
Adjusted EBITDA	$	19,394	13.5%	$	16,961	16.3%

The following table presents a reconciliation of net income ~~(loss)~~ as determined in accordance with U.S. GAAP to Adjusted Net Income for the periods indicated:

	Three Months Ended					Nine Months Ended					Three Months Ended
	April 4,		March 29,			April 4,		March 29,			October 3,		October 4,
	2021		2020			2021		2020			2021		2020
	(Dollars in thousands)										(Dollars in thousands, except per share data)
Net income (loss)	$	17,568	$	(36,713	)	$	39,636	$	(21,211	)
Income tax expense (benefit)		4,240		(11,550	)		10,632		(6,601	)
Goodwill and other intangible asset impairment^(a)		-		56,437			-		56,437
COVID-19 shut-down costs^(b)		-		1,506			-		1,506
Net income											$	10,386	$	9,567
Income tax expense												3,276		2,818
Goodwill impairment^(a)												1,100		-
Amortization of acquisition intangibles		960		960			2,882		2,882			999		960
Aviara start-up costs^(c)		-		398			-		1,213
Share-based compensation		902		159			2,185		703			896		640
Aviara transition costs^(d)		1,125		-			2,149		-
Aviara transition costs^(b)												-		178
Adjusted Net Income before income taxes		24,795		11,197			57,484		34,929			16,657		14,163
Adjusted income tax expense^(e)		5,703		2,575			13,221		8,034
Adjusted income tax expense^(c)												3,831		3,257
Adjusted Net Income	$	19,092	$	8,622		$	44,263	$	26,895		$	12,826	$	10,906

Adjusted Net Income per share:
Basic	$	1.01	$	0.46		$	2.35	$	1.44		$	0.68	$	0.58
Diluted	$	1.01	$	0.46		$	2.34	$	1.44		$	0.67	$	0.58
Weighted average shares used for the computation of:
Basic Adjusted Net Income per share		18,817,975		18,739,480			18,799,875		18,731,338			18,850,301		18,774,336
Diluted Adjusted Net Income per share		18,989,629		18,739,480			18,928,288		18,731,338			19,004,119		18,866,826

The following table presents the reconciliation of net income ~~(loss)~~ per diluted share to Adjusted Net Income per diluted share for the periods presented:

Three Months Ended

Nine Months Ended

April 4,

March 29,

April 4,

March 29,

2021

2020

2021

2020

Net income (loss) per diluted share

$
0.93

$
(1.96
)

$
2.09

$
(1.13
)
Impact of adjustments:

Income tax expense (benefit)

0.22

$
(0.61
)

0.57

(0.34
)
Goodwill and other intangible asset impairment^(a)

-

$
3.01

-

3.01

COVID-19 shut-down costs^(b)

-

$
0.08

-

0.08

Amortization of acquisition intangibles

0.05

$
0.05

0.15

0.15

Aviara start-up costs^(c)

-

$
0.02

-

0.06

Share-based compensation

0.05

$
0.01

0.12

0.04

Aviara transition costs^(d)

0.06

$
-

0.11

-

Adjusted Net Income per diluted share before income taxes

$
1.31

$
0.60

$
3.04

$
1.87

Impact of adjusted income tax expense on net income per diluted share before income taxes^(e)

(0.30
)

$
(0.14
)

(0.70
)

(0.43
)
Adjusted Net Income per diluted share

$
1.01

$
0.46

$
2.34

$
1.44

	Three Months Ended
	October 3,			October 4,
	2021			2020
Net income per diluted share	$	0.55		$	0.51
Impact of adjustments:
Income tax expense		0.17			0.15
Goodwill impairment^(a)		0.06			-
Amortization of acquisition intangibles		0.05			0.05
Share-based compensation		0.05			0.03
Aviara transition costs^(b)		-			0.01
Adjusted Net Income per diluted share before income taxes	$	0.88		$	0.75
Impact of adjusted income tax expense on net income per diluted share before income taxes^(c)		(0.21	)		(0.17	)
Adjusted Net Income per diluted share	$	0.67		$	0.58

Prior to fiscal year-end 2020, the Company’s calculation of a diluted per share amount of Adjusted Net Income included an adjustment to fully dilute this non-GAAP measure for all outstanding share-based compensation grants. This additional dilution was incorporated by adjusting the GAAP measure, Weighted Average Shares Used for the Computation of Basic earnings per share, as presented on the Consolidated Statements of Operations, to include a dilutive effect for all outstanding RSAs, PSUs, and stock options. Beginning with the fiscal year-end 2020 presentation and for all subsequent periods, the Company will no longer include this additional dilution impact in its calculation of Adjusted Net Income per diluted share. The Company has instead utilized the Weighted Average Shares Used for the Computation of Basic and Diluted earnings per share as presented on the Consolidated Statements of Operations to calculate Adjusted Net Income per diluted share for all periods presented herein.

The Company believes that, because its outstanding share-based compensation grants no longer result in a material amount of dilution of its earnings as was the case nearer to the date of our IPO, the adjustment methodology previously used no longer provides meaningful information to management or other users of its financial statements. This change resulted in an increase of $0.02 in the nine months ended March 29, 2020 in the amount of Adjusted Net Income per diluted share from what was previously reported.

Our primary liquidity and capital resource needs are to finance working capital, fund capital expenditures, ~~and~~ service our ~~debt.~~debt, and fund our stock repurchase program. Our principal sources of liquidity are our cash balance, cash generated from operating activities, our ~~Revolving Credit Facility~~revolving credit agreement and the refinancing and/or new issuance of long-term debt.

Cash and cash equivalents totaled $11.7 million as of October 3, 2021, a decrease of $27.6 from $39.3 million as of June 30, 2021. Total debt as of October 3, 2021 and June 30, 2021 was $84.4 million and $93.1 million, respectively.

Our working capital was impacted by the $22.1 million increase in inventory during the first quarter of fiscal 2022 mainly due to an increase in raw materials to support higher production volumes and to increase safety stock to manage supply chain risk. Work in process has increased due to supply chain disruptions.

As of ~~April 4,~~October 3, 2021, we had ~~a cash balance of $29.0~~$25.7 million ~~in addition to $35.0 million of available borrowing capacity~~outstanding under the Revolving Credit ~~Facility. During October 2020,~~Facility, leaving $74.3 of available borrowing capacity. Refer to Note 6—Long Term Debt in the ~~Company completed the purchase of the Merritt Island Facility for a purchase price of $14.2 million. See Note 11 in~~ Notes to Unaudited Condensed Consolidated Financial Statements for ~~additional information regarding this transaction.~~ further details.

On June 24, 2021, the board of directors of the Company authorized a stock repurchase program that allows for the repurchase of up to $50.0 million of our common stock during the three-year period ending June 24, 2024. During the quarter ending October 3, 2021, the Company repurchased 58,379 shares of common stock for $1.5 million in cash, including related fees and expenses.

We are continuing to monitor the impact of supply chain disruptions, production inefficiencies, and inflationary pressures on our business. However, we believe our cash balance, cash from operations, and ~~availability under the Revolving Credit Facility~~our ability to borrow will be sufficient to provide for our liquidity and capital resource ~~needs. However, we are continuing to monitor the COVID-19 pandemic and its impact on our business, dealers, consumers and industry as a whole.~~needs, including authorized stock repurchases.

The following table summarizes our cash flows from operating, investing, and financing activities:

	Nine Months Ended									Three Months Ended
	April 4,			March 29,						October 3,			October 4,
	2021			2020			Change			2021			2020
	(Dollars in thousands)									(Dollars in thousands)
Total cash provided by (used in):
Operating activities	$	54,393		$	23,900		$	30,493		$	(13,555	)	$	7,372
Investing activities		(23,779	)		(13,576	)		(10,203	)		(3,618	)		(2,042	)
Financing activities		(17,963	)		24,841			(42,804	)		(10,428	)		(12,791	)
Net change in cash	$	12,651		$	35,165		$	(22,514	)	$	(27,601	)	$	(7,461	)

Net cash used in operating activities for first quarter 2022 was $13.6 million mainly due to working capital usage, partially offset by net income. Working capital usage primarily consisted of an increase in inventory, accounts receivable, and a decrease in accrued expenses and other current liabilities. Partially offsetting the working capital usage was an increase in accounts payable. As discussed above, inventory increased $22.1 million for first quarter 2022. Accounts receivables increased as a result of timing in customer payments. Accrued expenses and other current liabilities decreased because of continued strong retail demand without the need for rebates and higher payments related to variable compensation costs. Accounts payable increased mainly due to the increase in inventory safety stock.

Net cash used for investing activities was $3.6 million, which included capital expenditures. Our capital spending was focused on expanding our capacity and maintenance capital.

Net cash used for financing activities was $10.4 and related to net payments of long-term debt of $8.8 million and funding of the stock repurchase program totaling $1.5 million.

Net cash provided by operating activities ~~increased~~in first quarter 2021 totaled $7.3 million primarily due to ~~higher operating~~net income and ~~more cash provided~~an increase in accounts payable, partially offset by ~~working capital usage. Working capital is defined as~~an increase in inventory and accounts receivable. Accounts ~~receivable, Income tax receivable, Inventories,~~payables and ~~Prepaid expenses and other current assets net of~~inventory increased due to increased production. Accounts ~~payable, Income tax receivable, and Accrued expenses and other current liabilities as presented~~receivables increased due to an increase in ~~the unaudited condensed consolidated balance sheets. Cash flows from working capital changes increased $14.8 million compared to the prior year period and included:~~

Net cash used infor investing activities ~~increased $10.2~~was $2.0 million, ~~due~~which consisted of capital expenditures.

Net cash used for financing activities was $12.8 million and related primarily to ~~higher capital expenditures, primarily related to the purchase~~payments of ~~the Merritt Island Facility.~~

Financing cash flow decreased primarily as the result of lower net borrowing from our Revolving Credit Facility during the nine months ended April 4, 2021 compared to the nine months ended March, 29, 2020. On March 20, 2020, the Company borrowed all available funds under its Revolving Credit Facility, $35.0 million, a precautionary measure in order to increase its cash position and preserve financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 pandemic. The Company repaid $25.0 million of this amount before the end of fiscal 2020. In addition, the Company repaid net borrowings of $10.0 million on its Revolving Credit Facility and $7.0 million of scheduled principal repayments on its term loans during the nine months ended April 4, 2021, compared to $10.6 million of scheduled repayments during the nine months ended March, 29, 2020.long-term debt.

The Company did not have any off balance sheet financing arrangements as of ~~April 4,~~October 3, 2021.

We are currently an emerging growth company, as defined in the JOBS Act. We will continue to be an emerging growth company until June 30, 2021, which is the last day of our fiscal year following the fifth anniversary of the date of completion of our initial public offering. As a result, beginning with our annual reporting requirements related to fiscal 2021, we may no longer take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding stockholder advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation.

The JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Pursuant to Section 107 of the JOBS Act, we have irrevocably chosen to opt out of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not “emerging growth companies.”

As of ~~April 4,~~October 3, 2021 there were no significant changes in or 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, ~~2020,~~2021, which was filed with the SEC on September ~~11, 2020~~2, 2021.

Refer to our ~~2020~~2021 Annual Report for a complete discussion of the Company’s market risk. There have been no material changes in market risk from those disclosed therein.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) ofand 15d-15(e) (of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and

procedures. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of ~~April 4,~~October 3, 2021.

There have been no changes in our internal control over financial reporting during the quarter ended ~~April 4,~~October 3, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended ~~April 4,~~October 3, 2021, there were no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2020.~~2021.

On June 24, 2021, the board of directors of the Company authorized a stock repurchase program that allows for the repurchase of up to $50.0 million of our common stock during the three-year period ending June 24, 2024. During the first quarter of 2022, we repurchased approximately $1.5 million of common stock. The remaining authorization under the program was approximately $48.5 million.

During the three months ended October 3, 2021, the Company repurchased the following shares of common stock:

Incorporated by Reference

Exhibit
No.

Description

Form

File No.

Exhibit

Filing Date

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation of MCBC Holdings, Inc.

10-K

001-37502

3.1

9/18/15

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc.

10-Q

001-37502

3.2

11/9/18

3.3

Certificate of Amendment to Amended and Restated Certificate of Incorporation of MasterCraft Boat Holdings, Inc.

8-K

001-37502

3.1

10/25/19

3.4

Fourth Amended and Restated By-laws of MasterCraft Boat Holdings, Inc.

8-K

001-37502

3.2

10/25/19

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

Delaware		06-1571747
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)


		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Statements of Operations	4
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3025
Item 4.	Controls and Procedures	3026

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	3227
Item 1A.	Risk Factors	3227
Item 2.	Unregistered Sales of Securities and Use of Proceeds	3227
Item 3.	Defaults Upon Senior Securities	3227
Item 4.	Mine Safety Disclosures	3227
Item 5.	Other Information	3227
Item 6.	Exhibits, Financial Statement Schedules	3328

SIGNATURES		3429

	April 4,			June 30,
	2021			2020
Land and improvements	$	5,633		$	3,030
Buildings and improvements		35,743			22,366
Machinery and equipment		40,035			38,262
Furniture and fixtures		2,744			2,229
Construction in progress		6,300			1,312
Total property, plant, and equipment		90,455			67,199
Less accumulated depreciation		(32,025	)		(26,718	)
Property, plant, and equipment — net	$	58,430		$	40,481

Period	Total Number of Shares Purchased		Average Price Paid Per Share^(a)		Total Number of Shares Purchased as part of Publicly Announced Program		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (dollars in thousands)
July 1, 2021 - August 1, 2021		-	$	-		-	$	50,000
August 2, 2021 - August 29, 2021		-		-		-		50,000
August 30, 2021 - October 3, 2021		58,379		25.45		58,379		48,513
Total		58,379	$	25.45		58,379	$	48,513


		MASTERCRAFT BOAT HOLDINGS, INC.
		(Registrant)

Date:	~~May 12,~~November 10, 2021	By:	/s/ FREDERICK A. BRIGHTBILL
			Frederick A. Brightbill
			Chief Executive Officer (Principal Executive Officer) and Chairman of the Board

Date:	~~May 12~~November 10, 2021	By:	/s/ TIMOTHY M. OXLEY
			Timothy M. Oxley
			Chief Financial Officer (Principal Financial and Accounting Officer),
			Treasurer and Secretary


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


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

Large accelerated filer	☐	Accelerated filer	☑

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☑☐

	Gross Amount		Accumulated Impairment Losses			Total
MasterCraft	$	29,593	$	-		$	29,593
NauticStar		36,199		(36,199	)		-
Crest		36,238		(36,238	)		-
Total	$	102,030	$	(72,437	)	$	29,593

	For the Three Months Ended March 29, 2020
	MasterCraft		NauticStar			Crest			Consolidated
Net sales	$	70,531	$	14,156		$	17,875		$	102,562
Operating income (loss)		11,062		(15,246	)		(42,993	)		(47,177	)
Depreciation and amortization		1,205		807			620			2,632
Purchases of property, plant and equipment		1,289		799			10			2,098

	For the Nine Months Ended March 29, 2020
	MasterCraft		NauticStar			Crest			Consolidated
Net sales	$	211,201	$	47,727		$	53,051		$	311,979
Operating income (loss)		33,869		(15,892	)		(42,122	)		(24,145	)
Depreciation and amortization		3,383		2,532			1,771			7,686
Purchases of property, plant and equipment		5,655		2,713			5,233			13,601